-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TL6eYCOzqIFytImiopmL+QVEOC7/fmaDKAdU8wq2cMVqGX7Hka00mviIUSNufM1m x9uBtoTS+8nmcmQj4NJ8XA== 0001021408-02-013521.txt : 20021112 0001021408-02-013521.hdr.sgml : 20021111 20021112081740 ACCESSION NUMBER: 0001021408-02-013521 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 11 CONFORMED PERIOD OF REPORT: 20021009 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAPITAL ONE MULTI ASSET EXECUTION TRUST CENTRAL INDEX KEY: 0001163321 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-75276 FILM NUMBER: 02815117 BUSINESS ADDRESS: STREET 1: BANKERS TRUST DELAWARE STREET 2: E A DELLE DONNE CORP CTR 1011 CENTRE RD CITY: WILMINGTON STATE: DE ZIP: 19805-1266 BUSINESS PHONE: 3026363382 FORMER COMPANY: FORMER CONFORMED NAME: CAPITAL ONE UNIVERSAL NOTE TRUST DATE OF NAME CHANGE: 20011206 FORMER COMPANY: FORMER CONFORMED NAME: CAPITAL ONE MULTIPLE ISSUANCE TRUST DATE OF NAME CHANGE: 20011207 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAPITAL ONE FUNDING LLC CENTRAL INDEX KEY: 0001162387 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-75276-01 FILM NUMBER: 02815118 BUSINESS ADDRESS: STREET 1: 2980 FAIRVIEW PARK DR STREET 2: C/O CAPITAL ONE CITY: FALLS CHURCH STATE: VA ZIP: 22042 BUSINESS PHONE: 7032051000 MAIL ADDRESS: STREET 1: 2980 FAIRVIEW PARK DR STREET 2: C/O CAPITAL ONE CITY: FALLS CHURCH STATE: VA ZIP: 22042 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAPITAL ONE MASTER TRUST CENTRAL INDEX KEY: 0000922869 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 541719855 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25762 FILM NUMBER: 02815119 BUSINESS ADDRESS: STREET 1: 11013 W BROAD ST RD CITY: GLEN ALLEN STATE: VA ZIP: 23060 BUSINESS PHONE: 8049671000 MAIL ADDRESS: STREET 1: 11013 WEST BROAD ST RD CITY: GLEN ALLEN STATE: VA ZIP: 23060 FORMER COMPANY: FORMER CONFORMED NAME: SIGNET MASTER TRUST DATE OF NAME CHANGE: 19940509 8-K 1 d8k.txt CURRENT FINANCIAL REPORT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) October 9, 2002. Capital One Funding, LLC on behalf of Capital One Multi-asset Execution Trust ---------------------------------------------------------- (Exact name of registrant as specified in its charter) Virginia 333-75276 54-2058720 - ---------------------------- ------------------------- ---------------------- (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification Number) 140 East Shore Drive Room 1048 23059 Glenn Allen, Virginia ---------- --------------------------------------- (Zip Code) (Address of Principal Executive Office) Registrant's telephone number, including area code (804) 967-1000 N/A ----------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) INFORMATION TO BE INCLUDED IN THE REPORT Item 1. Not Applicable. Item 2. Not Applicable. Item 3. Not Applicable. Item 4. Not Applicable. Item 5. On October 9, 2002, the Capital One Multi-asset Execution Trust issued its Class A(2002-1) Notes, Class A(2002-2) Notes, Class B(2002-1) Notes and Class C(2002-1) Notes. Item 6. Not Applicable. Item 7. Exhibits. The following is filed as Exhibits to this Report under Exhibit 4.1. Exhibit 4.1 Series 2002-CC Supplement dated as of October 9, 2002 to the Amended and Restated Pooling and Servicing Agreement. Exhibit 4.2 Transfer and Administration Agreement dated as of October 9, 2002. Exhibit 4.3 Capital One Multi-asset Execution Trust Amended and Restated Trust Agreement dated as of October 9, 2002. Exhibit 4.4 Indenture dated as of October 9, 2002. Exhibit 4.5 COMT Asset Pool 1 Supplement dated as of October 9, 2002. Exhibit 4.6 Card series Indenture Supplement dated as of October 9, 2002. Exhibit 4.7 Class A(2002-1) Term Document dated as of October 9, 2002. Exhibit 4.8 Class A(2002-2) Term Document dated as of October 9, 2002. Exhibit 4.9 Class B(2002-1) Term Document dated as of October 9, 2002. Exhibit 4.10 Class C(2002-1) Term Document dated as of October 9, 2002. Item 8. Not Applicable. Item 9. Not Applicable. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Capital One Funding, LLC as Beneficiary and Transferor of and on behalf of the Capital One Multi-asset Execution Trust has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CAPITAL ONE MULTI-ASSET EXECUTION TRUST By: CAPITAL ONE FUNDING, LLC, as Beneficiary and Transferor of the Capital One Multi-asset Execution Trust By: /s/ Bonnie A. Seideman -------------------------- Name: Bonnie A. Seideman Title: President, Chief Executive Officer 3 EXHIBIT INDEX Exhibit Description - ------- ----------- Exhibit 4.1 Series 2002-CC Supplement dated as of October 9, 2002 to the Amended and Restated Pooling and Servicing Agreement. Exhibit 4.2 Transfer and Administration Agreement dated as of October 9, 2002. Exhibit 4.3 Capital One Multi-asset Execution Trust Amended and Restated Trust Agreement dated as of October 9, 2002. Exhibit 4.4 Indenture dated as of October 9, 2002. Exhibit 4.5 COMT Asset Pool 1 Supplement dated as of October 9, 2002. Exhibit 4.6 Card series Indenture Supplement dated as of October 9, 2002. Exhibit 4.7 Class A(2002-1) Term Document dated as of October 9, 2002. Exhibit 4.8 Class A(2002-2) Term Document dated as of October 9, 2002. Exhibit 4.9 Class B(2002-1) Term Document dated as of October 9, 2002. Exhibit 4.10 Class C(2002-1) Term Document dated as of October 9, 2002. 4 EX-4.1 3 dex41.txt SERIES 2002-CC SUPPLEMENT Exhibit 4.1 EXECUTION COPY ================================================================================ SERIES 2002-CC SUPPLEMENT Dated as of October 9, 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 Certificateholder ================================================================================ TABLE OF CONTENTS Page ARTICLE I Creation of the Series 2002-CC Certificate 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..................................... 8 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...................................... 10 Section 4.03. Excess Finance Charges..................................... 10 Section 4.04. Shared Principal Collections............................... 10 Section 4.05. Collections of Finance Charge Receivables Allocable to Segregated Transferor Interest............................. 11 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.................................. 12 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......... 13 Section 8.02. Distribution of Proceeds of Sale, Disposition or Liquidation of the Receivables pursuant to Section 9.02 of the Agreement........................................... 14 i TABLE OF CONTENTS (continued) Page ARTICLE IX Sale of Receivables Section 9.01. Sale of Receivables........................................ 15 ARTICLE X New Issuances Section 10.01. New Issuances.............................................. 15 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............................. 16 Section 11.05. Treatment of Noteholders................................... 16 Section 11.06. Transfer of the Series 2002-CC Certificate................. 16 ii TABLE OF CONTENTS (continued) EXHIBITS - -------- EXHIBIT A Form of Series 2002-CC Certificate EXHIBIT B Form of Monthly Certificateholders' Statement EXHIBIT C Form of Monthly Servicing Officer's Certificate EXHIBIT D List of Account Designation iii SERIES 2002-CC SUPPLEMENT, dated as of October 9, 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 Certificate Section 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 Certificate, Series 2002-CC." The Series 2002-CC 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 New York 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 Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. (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 November 2002 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 October 9, 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 Certificate 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 Certificateholder, agrees to treat the Series 2002-CC Certificate for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust. ARTICLE II Definitions Section 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. "Asset Pool 1" shall mean the Asset Pool (as such term is defined in the Indenture) designated pursuant to the Asset Pool 1 Supplement. "Asset Pool 1 Excess Finance Charges" is defined in the Asset Pool 1 Supplement. "Asset Pool 1 Finance Charge Shortfall" is defined in the Asset Pool 1 Supplement. "Asset Pool 1 Principal Shortfall" is defined in the Asset Pool 1 Supplement. "Asset Pool 1 Supplement" shall mean the Asset Pool 1 Supplement to the Indenture, dated as of October 9, 2002, between Capital One Multi-asset Execution Trust, as issuer, and The Bank of New York, as indenture trustee, as amended and supplemented from time to time. "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 Certificate (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 2 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. "Collateral Certificate" shall have meaning specified in the Indenture. "Closing Date" shall mean October 9, 2002. "Cut-Off Date" shall mean October 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. "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 1 Supplement) for all series of Notes for such Monthly Period minus the sum of the numerators used to calculate the floating allocation percentage (as defined in the related series supplement) for each Collateral Certificate (other than the Series 2002-CC Certificate) included in Asset Pool 1. "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. 3 "Indenture" shall mean the Indenture, dated as of October 9, 2002, between Capital One Multi-asset Execution Trust, as issuer, and The Bank of New York, as indenture trustee, as amended and supplemented from time to time. "Indenture Supplement" shall have the meaning specified in the Indenture. "Initial Invested Amount" shall mean, with respect to Series 2002-CC on 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" shall mean, with respect to Series 2002-CC, on any date of determination, an amount equal to the sum of the Nominal Liquidation Amounts for each tranche of Asset Pool 1 Notes Outstanding as of such date of determination minus the aggregate invested amounts (as defined in the related series supplement) for each Collateral Certificate (other than the Series 2002-CC Certificate) included in Asset Pool 1. "Legal Maturity Date," with respect to any tranche of Asset Pool 1 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 minus the sum of the monthly interest proxy amounts, if any, for each Collateral Certificate (other than the Series 2002-CC Certificate) included in Asset Pool 1 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 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 1 Supplement) for all series of Asset Pool 1 Notes for such Monthly Period minus the sum of the monthly interest targets (as defined in the related series supplement), if any, for each Collateral Certificate (other than the Series 2002-CC Certificate) included in Asset Pool 1. "Monthly Principal Target" shall mean, with respect to each Monthly Period, an amount equal to the aggregate Targeted Principal Deposit Amounts (as defined in the Asset Pool 1 Supplement) for all series of Notes for such Monthly Period minus the sum of the monthly principal targets (as defined in the related series supplement), if any, for each Collateral Certificate (other than the Series 2002-CC Certificate) included in Asset Pool 1. "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 4 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. "Net Servicing Fee Rate" shall mean (a) so long as Capital One or The Bank of New York is the Servicer, 1.25% per annum and (b) if Capital One or The Bank of New York is no longer the Servicer, 2.0% per annum. "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) the Servicer shall have a long-term unsecured debt rating of not lower than Baa3 by Moody's 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. "Nonvariable Accumulation Series" shall mean each outstanding Series that is not a Variable Funding Series or a Variable Accumulation Series. "Note" shall mean any Asset Pool 1 Note (as defined in the Asset Pool 1 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 1 Supplement) for all series of Notes for such Monthly Period minus the sum of the numerators used to calculate the principal allocation percentage (as defined in the related series supplement) for each Collateral Certificate (other than the Series 2002-CC Certificate) included in Asset Pool 1. "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 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 5 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 1 Supplement) for Asset Pool 1 for such Monthly Period minus the sum of the reallocation amounts (as defined in the related series supplement), if any, for each Collateral Certificate (other than the Series 2002-CC Certificate) included in Asset Pool 1. "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 minus the sum of the reassignment amounts (as defined in the related series supplement), if any, for each Collateral Certificate (other than the Series 2002-CC Certificate) included in Asset Pool 1. "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 1 Supplement), plus (e) any other amounts identified in the Asset Pool 1 Supplement minus the sum of the required deposit amounts (as defined in the related series supplement), if any, for each Collateral Certificate (other than the Series 2002-CC Certificate) included in Asset Pool 1. "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 minus the sum of the segregated transferor interests, if any, for each Collateral Certificate (other than the Series 2002-CC Certificate) included in Asset Pool 1, 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 6 early redemption event relating to excess spread amounts or portfolio yield as described in the Indenture Supplement for any other Outstanding Series of Notes in Asset Pool 1; 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 Certificate" shall mean the Certificate executed by the Transferor and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A. "Series 2002-CC Certificateholder" shall mean a Person in whose name the Series 2002-CC Certificate is registered in the Certificate Register. "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 1 Supplement) for each series of Notes for such Monthly Period minus the sum of the series monthly principal payments (as defined in the related series supplement), if any, for each Collateral Certificate (other than the Series 2002-CC Certificate) included in Asset Pool 1 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 1 Defaulted Amount (as defined in the Indenture or any supplement thereto) for the prior Monthly Period minus the sum of the series default proxy amounts (as defined in the related series supplement), if any, for each Collateral Certificate (other than the Series 2002-CC Certificate) included in Asset Pool 1 for such Monthly Period. "Servicing Base Amount" shall have the meaning specified in Section 3.01. "Servicing Fee Rate" shall mean 2.00%. "Subordinated Interest Percentage" means, with respect to any date of determination during any Monthly Period, the percentage equivalent of a fraction, the numerator of which is the sum of the numerators used in the calculation of the Principal Allocation Percentage (as defined in the related Indenture Supplements) for such date calculated for those Notes that are subordinated to any senior Notes and the denominator of which is the sum of the numerators used in the calculation of the Principal Allocation Percentage (as defined in the related Indenture Supplements) for such date calculated for all the Notes. "Targeted Reallocation Deposit" shall mean, with respect to each Monthly Period, an amount equal to the excess, if any, of (a) the sum of (i) the Monthly Interest Proxy Amount for the related Interest Period, plus (ii) 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, minus (iii) the sum of the targeted reallocation deposit, if any, for each Collateral Certificate (other than the Series 2002-CC Certificate) included in Asset Pool 1 over (b) the aggregate amount of Collections of Finance Charge Receivables allocated to the Series 2002-CC Certificateholders for the preceding Monthly Period assuming, unless the Servicer shall 7 have knowledge to the contrary, that the Floating Allocation Amount on such date of determination was the Floating Allocation Amount for each day during such 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 1 Notes. "Variable Accumulation Series" shall mean each outstanding Series, other than any Variable Funding Series, for which, pursuant to the terms of the related Supplement, at the time a determination is made pursuant to Section 4.03(f), the commencement date of the Accumulation Period may be changed. "Variable Funding Series" shall mean any Series designated in the related Supplement as a Variable Funding Series. (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, Moody's 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 Moody's, 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 Certificate as the Transferor may appoint from time to time in accordance with the provisions of the Agreement. (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 revolving credit card accounts or other 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 8 and (z) have a designation in the Transferor's credit card master file other than the designations listed on Exhibit D, 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 22 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) the Net Servicing Fee Rate and (iii) a fraction, the numerator of which is 22 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 9 Monthly Period, allocate Collections of Finance Charge Receivables to the Series 2002-CC Certificateholders, for deposit into the Collection Account on such date and 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 deposit into the Collection Account on such date and 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 Receivables received by the Servicer on or prior to such Date of Processing and (z) the Subordinated Interest 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 Interest Percentage for such Monthly Period, and (ii) the Reallocation 10 Amount for such Distribution Date minus the amount, if any, previously deposited in clause (c)(ii) above. 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 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 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 an amount equal to the Asset Pool 1 Excess Finance Charges minus the excess finance charges (as defined in the related series supplement), if any, for each Collateral Certificate (other than the Series 2002-CC Certificate) included in Asset Pool 1. The "Finance Charge Shortfall" for Series 2002-CC for any Distribution Date will be equal to the Asset Pool 1 Finance Charge Shortfall minus the finance charge shortfall, if any, for each Collateral Certificate (other than the Series 2002-CC Certificate) included in Asset Pool 1. 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 Asset Pool 1 Principal Shortfall minus the principal 11 shortfall, if any, for each Collateral Certificate (other than the Series 2002-CC Certificate) included in Asset Pool 1. 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 minus the sum of the segregated transferor amounts, if any, for each Collateral Certificate (other than the Series 2002-CC Certificate) included in Asset Pool 1. 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 minus the aggregate amount paid to the Capital One Multi-asset Execution Trust in respect of segregated transferor interest finance charge collections, if any, for each Collateral Certificate (other than the Series 2002-CC Certificate) included in Asset Pool 1 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. 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 and Section 4.05 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. 12 (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 Certificateholder 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 Certificate: (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, which failure has a material adverse effect on the Holders of the Series 2002-CC Certificate 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 Holder of the Series 2002-CC Certificate; (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 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 Holders of the Series 2002-CC Certificate 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; (d) any Servicer Default shall occur; or 13 (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 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 Certificate. (b) Distributions Pursuant to Section 10.01 of the Agreement. With respect to the Reassignment Amount deposited into the Collection Account pursuant to 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 14 aggregate Outstanding Dollar Principal Amount of all Outstanding Asset Pool 1 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 portion of such amounts that are allocable to the Holders of the Series 2002-CC Certificate to the Series 2002-CC Certificateholder. (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 Holders of the Series 2002-CC Certificate shall be deemed distributed in full to the Holders of the Series 2002-CC Certificate 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 1 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 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 Certificateholder, 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 Holders of the Series 2002-CC Certificate shall be distributed in full to the Holders of the Series 15 2002-CC Certificate 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 Certificate 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, minus the aggregate amount of principal receivables to be sold upon the providing of a related notice by the trustee of another master trust or securitization special purpose entity which has transferred a Collateral Certificate to the Capital One Multi-asset Execution Trust for inclusion in Asset Pool 1). 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 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. 16 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, INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATION LAW, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. 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 Certificate (a) each Noteholder (as defined in the Asset Pool 1 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 1 Supplement will be deemed to be a separate Class of Investor Certificates and the Holder of a Note of such tranche will be deemed 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. 17 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. 18 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: /s/ Bonnie A. Seideman ---------------------------------------- Name: Bonnie A. Seideman Title: Manager of Securitization CAPITAL ONE FUNDING, LLC, Transferor By: /s/ Bonnie A. Seideman ---------------------------------------- Name: Bonnie A. Seideman Title: President and Chief Executive Officer THE BANK OF NEW YORK, as Trustee and not in its individual capacity By: /s/ Scott J. Tepper ----------------------------------------- Name: Scott J. Tepper Title: Assistant Vice President [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 Pooling and Servicing 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 Account and in the Series Accounts, an interest in any Funds Collateral relating to A-1 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 October 9, 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 November 14, 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 New York 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 Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. A-2 This Investor Certificate shall be governed by and construed in accordance with the laws of the State of New York, 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 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 (hereinafter as such agreement may have been or may be from time to time, supplement, amended or otherwise modified, the "Pooling and Servicing Agreement"), among Capital One Funding, LLC, as Transferor, Capital One Bank, as Servicer and The Bank of New York, as Trustee (the "Trustee"), Capital One as Servicer is required to prepare certain information each month regarding current distributions to Certificateholders and the performance of the Capital One Master Trust (the "Trust") during the previous month. The information which is required to be prepared with respect to the Distribution Date of ________ __, ___, and with respect to the performance of the Trust during the month of ______ ___ is set forth below. Certain of the information is presented on the basis of an original principal amount of $1,0000 per Investor Certificate (a "Certificate"). Certain other information is presented based on the aggregate amounts for the Trust as a whole. Capitalized terms used in this monthly statement have their respective meanings set forth in the Pooling and Servicing Agreement. 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 October 9, 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 EXHIBIT D CAPITAL ONE MASTER TRUST SERIES 2002-CC LIST OF ACCOUNT DESIGNATIONS Associate 18 Associate 302 Associate 408 Associate 773 Associate 19 Associate 303 Associate 409 Associate 774 Associate 20 Associate 308 Associate 410 Associate 777 Associate 21 Associate 309 Associate 411 Associate 780 Associate 31 Associate 310 Associate 412 Associate 785 Associate 33 Associate 311 Associate 413 Associate 786 Associate 42 Associate 312 Associate 414 Associate 869 Associate 54 Associate 313 Associate 415 Associate 870 Associate 77 Associate 314 Associate 416 Associate 871 Associate 79 Associate 332 Associate 417 Associate 874 Associate 85 Associate 333 Associate 433 Associate 875 Associate 87 Associate 336 Associate 439 Associate 876 Associate 91 Associate 337 Associate 440 Associate 877 Associate 100 Associate 338 Associate 508 Associate 878 Associate 101 Associate 339 Associate 509 Associate 879 Associate 102 Associate 345 Associate 567 Associate 880 Associate 103 Associate 347 Associate 568 Associate 104 Associate 360 Associate 570 Associate 105 Associate 361 Associate 571 Associate 106 Associate 367 Associate 572 Associate 107 Associate 368 Associate 573 Associate 108 Associate 369 Associate 574 Associate 109 Associate 370 Associate 575 Associate 120 Associate 371 Associate 576 Associate 121 Associate 372 Associate 577 Associate 122 Associate 373 Associate 578 Associate 123 Associate 374 Associate 579 Associate 185 Associate 375 Associate 620 Associate 186 Associate 376 Associate 621 Associate 190 Associate 390 Associate 622 Associate 191 Associate 391 Associate 623 Associate 195 Associate 392 Associate 624 Associate 196 Associate 393 Associate 706 Associate 197 Associate 394 Associate 770 Associate 198 Associate 395 Associate 771 Associate 199 Associate 407 Associate 772 D-1 EX-4.2 4 dex42.txt TRANSFER&ADMINISTRATION AGREEMENT Exhibit 4.2 EXECUTION COPY TRANSFER AND ADMINISTRATION AGREEMENT among CAPITAL ONE MULTI-ASSET EXECUTION TRUST, as Issuer CAPITAL ONE FUNDING, LLC, as Transferor CAPITAL ONE BANK, as Administrator and THE BANK OF NEW YORK, as Indenture Trustee Dated as of October 9, 2002 TABLE OF CONTENTS Page ---- ARTICLE I DEFINITIONS Section 1.01 Definitions .............................................. 2 Section 1.02 Other Definitional Provisions ............................ 4 ARTICLE II COMT COLLATERAL CERTIFICATE Section 2.01 Transfer of COMT Collateral Certificate .................. 5 Section 2.02 Acceptance by Trust ...................................... 6 Section 2.03 Closing .................................................. 6 Section 2.04 Books and Records ........................................ 6 Section 2.05 Series 2002-CC Certificateholder ......................... 6 Section 2.06 Protection of Title to COMT Collateral Certificate ....... 6 Section 2.07 Assignment to Indenture Trustee .......................... 7 ARTICLE III COLLECTIONS, ALLOCATIONS, DEPOSITS AND PAYMENTS Section 3.01 Collections and Allocations .............................. 7 ARTICLE IV ADMINISTRATION OF THE TRUST; DUTIES OF THE ADMINISTRATOR Section 4.01 Appointment of Administrator; Duties of Administrator .... 7 Section 4.02 Records .................................................. 11 Section 4.03 Compensation ............................................. 12 Section 4.04 Additional Information to be Furnished to Issuer ......... 12 Section 4.05 Independence of Administrator ............................ 12 Section 4.06 No Joint Venture ......................................... 12 Section 4.07 Other Activities of Administrator ........................ 12 Section 4.08 Termination, Resignation and Removal of Administrator .... 12 Section 4.09 Action Upon Termination, Resignation or Removal .......... 13 Section 4.10 Indemnification .......................................... 13 ARTICLE V THE TRANSFEROR Section 5.01 Representations of Transferor ............................ 14 Section 5.02 Merger or Consolidation of, or Assumption of the Obligations of, Transferor ............................... 16 Section 5.03 Limitation on Liability of Transferor and Others ......... 17 Section 5.04 Transferor May Own Notes ................................. 17 Section 5.05 Tax Treatment ............................................ 17 ARTICLE VI ACQUISITION OF TRUST ASSETS Section 6.01 Acquisition of COMT Collateral Certificate ............... 18 Section 6.02 Acquisition of Additional Trust Assets ................... 18 ARTICLE VII INSOLVENCY EVENTS Section 7.01 Rights Upon the Occurrence of an Insolvency Event ........ 19 ARTICLE VIII TERMINATION Section 8.01 Termination of Agreement ................................. 19 ARTICLE IX MISCELLANEOUS PROVISIONS Section 9.01 Amendment ................................................ 20 Section 9.02 Fees Payable by the Transferor ........................... 20 Section 9.03 Notices .................................................. 21 Section 9.04 Assignment ............................................... 21 Section 9.05 Limitations on Rights of Others .......................... 21 Section 9.06 Severability ............................................. 21 Section 9.07 Separate Counterparts .................................... 22 Section 9.08 Headings ................................................. 22 Section 9.09 GOVERNING LAW ............................................ 22 Section 9.10 Nonpetition Covenants .................................... 22 Section 9.11 Relation to the Trust Agreement .......................... 22 Section 9.12 Integration of Documents ................................. 23 Section 9.13 No Waiver; Cumulative Remedies ........................... 23 Section 9.14 Limitation of Liability .................................. 23 Section 9.15 Acknowledgement and Acceptance of Indenture .............. 23 -ii- EXHIBITS - -------- EXHIBIT A Form of Assignment EXHIBIT B Form of Power of Attorney -ii- THIS TRANSFER AND ADMINISTRATION AGREEMENT among CAPITAL ONE MULTI-ASSET EXECUTION TRUST (the "Issuer"), CAPITAL ONE FUNDING, LLC, as transferor (in such capacity, the "Transferor"), CAPITAL ONE BANK ("Capital One Bank"), as administrator (in such capacity, the "Administrator") and THE BANK OF NEW YORK, as indenture trustee (in such capacity, the "Indenture Trustee"), is made and entered into as of October 9, 2002. WHEREAS, Capital One Funding, LLC, as transferor (in such capacity, the "Master Trust Transferor"), Capital One Bank, as servicer (in such capacity, the "Servicer") for the Capital One Master Trust (the "Master Trust"), and The Bank of New York, as trustee for the Master Trust (the "Master Trust Trustee"), have entered into an 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 as of the date hereof and as the same may be further amended, supplemented or otherwise modified from time to time, the "COMT Pooling and Servicing Agreement"), and a Series 2002-CC Supplement thereto, dated as of October 9, 2002 (as the same may be amended, supplemented or otherwise modified from time to time, the "Series 2002-CC Supplement"); WHEREAS, the Transferor proposes to convey and pledge to the Issuer all of its right, title and interest in and to the COMT Collateral Certificate; WHEREAS, the Issuer is issuing the Asset Pool 1 Notes (the "Notes") pursuant to the Indenture, dated as of October 9, 2002 (as amended, supplemented or otherwise modified from time to time, the "Indenture"), and the COMT Asset Pool Supplement, dated as of October 9, 2002 (as amended, supplemented or otherwise modified from time to time, the "Asset Pool 1 Supplement"), each between the Issuer and the Indenture Trustee; WHEREAS, the parties hereto have entered into certain agreements in connection with the issuance of the Notes and the beneficial interest in the Issuer, including this Agreement, the Indenture and the Capital One Multi-asset Execution Trust Amended and Restated Trust Agreement, dated as of October 9, 2002 (the "Trust Agreement") between Capital One Funding, LLC, as beneficiary (the "Beneficiary"), and Deutsche Bank Trust Company Delaware, as owner trustee (in its capacity as owner trustee, and not in its individual capacity unless expressly provided herein, the "Owner Trustee") (this Agreement, the Trust Agreement, the Indenture, the Asset Pool 1 Supplement and any supplements thereto being hereinafter referred to collectively as the "Transaction Documents"); WHEREAS, pursuant to the Transaction Documents, the Transferor, the Issuer and the Owner Trustee are required to perform certain duties in connection with (a) the Notes and the collateral therefor pledged pursuant to the Indenture and (b) the beneficial interest in the Issuer; WHEREAS, the Issuer and the Owner Trustee desire to have the Administrator perform certain of the duties of the Issuer and the Owner Trustee referred to in the preceding clause, and to provide such additional services consistent with the terms of the Transaction Documents as the Issuer and the Owner Trustee may from time to time request; and WHEREAS, the Administrator has the capacity to provide the services required hereby and is willing to perform such services for the Issuer and the Owner Trustee on the terms set forth herein. In consideration of the mutual agreements contained herein, each party agrees as follows for the benefit of the other parties and the Noteholders to the extent provided herein, in the Indenture, the Asset Pool 1 Supplement and any Indenture Supplement: ARTICLE I DEFINITIONS Section 1.01 Definitions. Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings: "Addition Date" means (i) any day on which the Invested Amount (as such term is defined in the Series 2002-CC Supplement) of the COMT Collateral Certificate or Additional Collateral Certificate is increased due to an issuance of Notes pursuant to the Indenture or (ii) the date of the addition of any Additional Collateral Certificate to the Trust Assets pursuant to Section 6.02. "Additional Collateral Certificate" means each Investor Certificate (as defined in the Indenture) issued by a Master Trust (as defined in the Indenture) whose transferor or seller is the Transferor or an Affiliate of the Transferor that has been designated for inclusion to the Trust Assets as an Additional Collateral Certificate pursuant to Section 6.02. "Affiliate" means, with respect to any specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. "Adverse Effect" has the meaning specified in the Trust Agreement. "Agreement" means this Transfer and Administration Agreement, as the same may be amended, supplemented or otherwise modified from time to time. "Appointment Date" has the meaning specified in Section 7.01. "Asset Pool 1" has the meaning specified in the Asset Pool 1 Supplement. "Asset Pool 1 Supplement" has the meaning specified in the preamble to this Agreement. "Assignment" has the meaning specified in subsection 6.02(b)(ii). "Beneficiary" has the meaning specified in the preamble to this Agreement. "Capital One Bank" has the meaning specified in the preamble to this Agreement. 2 "Closing Date" means October 9, 2002. "Collateral" has the meaning specified in the Asset Pool 1 Supplement. "Collection Account" has the meaning specified in the Asset Pool 1 Supplement. "COMT Collateral Certificate" means the Series 2002-CC Certificate issued pursuant to the COMT Pooling and Servicing Agreement and the Series 2002-CC Supplement, as amended, supplemented, restated or otherwise modified from time to time. "COMT Pooling and Servicing Agreement" has the meaning specified in the preamble to this Agreement. "Determination Date" has the meaning specified in the COMT Pooling and Servicing Agreement. "Distribution Date" means the 15th day of each calendar month, or if such 15th day is not a Business Day (as defined in the Indenture), the next succeeding Business Day. "GAAP" means generally accepted accounting principles in the United States of America in effect from time to time. "Governmental Authority" means the United States of America, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government. "Indenture" has the meaning specified in the preamble to this Agreement. "Indenture Trustee" has the meaning specified in the preamble to this Agreement. "Insolvency Event" has the meaning specified in Section 7.01. "Issuer" has the meaning specified in the preamble to this Agreement. "Master Trust" has the meaning specified in the preamble to this Agreement. "Master Trust Transferor" has the meaning specified in the preamble to this Agreement. "Master Trust Trustee" has the meaning specified in the preamble to this Agreement. "Note Rating Agency" means, with respect to any Outstanding Series, Class or Tranche of Notes, each statistical note rating agency selected by the Issuer to rate such Notes. "Notes" has the meaning specified in the preamble to this Agreement. "Noteholder" means an Asset Pool 1 Noteholder (as defined in the Asset Pool 1 Supplement). "Officer's Certificate" means a certificate on behalf of any Person that is signed by any authorized officer or Vice President or more senior officer of such Person and states that the 3 certifications set forth in such certificate are based upon the results of a due inquiry into the matters in question conducted by or under the supervision of the signing officer and that the facts stated in such certifications are true and correct to the best of the signing officer's knowledge. "Opinion of Counsel" means a written opinion of counsel reasonably acceptable to the Indenture Trustee who may be an employee of or of counsel to the Transferor or the Servicer. "Owner Trustee" has the meaning specified in the preamble to this Agreement. "Payment Instruction" has the meaning specified in the Indenture. "Person" means any individual, corporation, partnership (general or limited), limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, governmental entity or other entity of similar nature. "Requirements of Law" means, for any Person, the certificate of incorporation or articles of association and by-laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation, or determination of an arbitrator or Governmental Authority, in each case applicable to or binding upon such Person or to which such Person is subject, whether federal, state or local (including without limitation, usury laws, the Federal Truth in Lending Act and Regulation Z and Regulation B of the Board of Governors of the Federal Reserve System). "Series 2002-CC Supplement" has the meaning specified in the preamble to this Agreement. "Servicer" has the meaning specified in the preamble to this Agreement. "Transaction Documents" has the meaning specified in the preamble to this Agreement. "Transferor" has the meaning specified in the preamble to this Agreement. "Trust" means the Issuer. "Trust Agreement" has the meaning specified in the preamble to this Agreement. "Trustee Bank" has the meaning specified in the Trust Agreement. "Trust Estate" has the meaning specified in the Trust Agreement. "UCC" means the Uniform Commercial Code as in effect in the State of New York and any other applicable jurisdiction. Section 1.02 Other Definitional Provisions. (a) Unless otherwise specified in this Agreement, capitalized terms used herein and not otherwise defined herein have the meanings assigned to them in the Indenture. (b) All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. 4 (c) As used in this Agreement and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined in this Agreement or in any such certificate or other document, and accounting terms partly defined in this Agreement or in any such certificate or other document to the extent not defined, shall have the respective meanings given to them under GAAP. To the extent that the definitions of accounting terms in this Agreement or in any such certificate or other document are inconsistent with the meanings of such terms under GAAP, the definitions contained in this Agreement or in any such certificate or other document shall control. (d) The words "hereof," "herein," "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; Section, subsection, Schedule and Exhibit references contained in this Agreement are references to Sections, subsections, Schedules and Exhibits in or to this Agreement unless otherwise specified; and the term "including" shall mean "including without limitation." (e) The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms. ARTICLE II COMT COLLATERAL CERTIFICATE Section 2.01 Transfer of COMT Collateral Certificate. In consideration of the Trust's delivery to the Transferor of the Trust Certificate (as defined in the Trust Agreement) and the net proceeds of the initial sale of Notes, the Transferor does hereby transfer, assign, set over, pledge and otherwise convey to the Trust, without recourse (subject to the obligations herein), all right, title and interest of the Transferor in and to the COMT Collateral Certificate and the proceeds thereof. The parties to this Agreement intend that the conveyance of the COMT Collateral Certificate and the proceeds thereof pursuant to this Agreement constitute a sale, and not a secured borrowing, for accounting purposes. Nevertheless, this Agreement also shall be deemed to be and hereby is a security agreement within the meaning of the UCC, and the conveyance by the Transferor provided for in this Agreement shall be deemed to be and hereby is a grant by the Transferor to the Trust of a security interest in and to all of the Transferor's right, title and interest, whether now owned or hereafter acquired, in, to and under the COMT Collateral Certificate, all accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, goods, letters of credit, letter-of-credit rights, investment property and oil, gas and other minerals consisting of, arising from, or relating to the COMT Collateral Certificate, and the proceeds thereof, to secure the obligations of the Transferor hereunder. The Transferor and the Trust shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that the security interest in the COMT Collateral Certificate created hereunder will be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. 5 Section 2.02 Acceptance by Trust. The Trust hereby acknowledges its acceptance of all right, title and interest to the property, now existing and hereafter created, conveyed to the Trust pursuant to Section 2.01. Section 2.03 Closing. The transfer, assignment, set over, pledge and conveyance of the COMT Collateral Certificate shall take place at the offices of Orrick, Herrington & Sutcliffe LLP, 3050 K Street, Suite 200, Washington, D.C. 20007 on the Closing Date, simultaneously with the closing of the transactions contemplated by the COMT Pooling and Servicing Agreement, the Series 2002-CC Supplement and the Transaction Documents. Section 2.04 Books and Records. In connection with the transfer, assignment, set over, pledge and conveyance set forth in Section 2.01, the Transferor shall indicate in its accounting, computer and other records that the COMT Collateral Certificate has been transferred to the Trust, and the COMT Collateral Certificate shall be registered in the name of the Trust and shall be delivered to the Trust in the State of New York. In addition, the Transferor agrees to record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) required to be filed with respect to the COMT Collateral Certificate assigned by the Transferor hereunder, meeting the requirements of applicable law in such manner and in such jurisdictions as are necessary under the applicable UCC to perfect the transfer, assignment, set over, pledge and conveyance of the COMT Collateral Certificate to the Trust, and to deliver a file-stamped copy of such financing statements and amendments or other evidence of such filings to the Trust on or prior to the Closing Date (excluding such amendments, which shall be delivered promptly after filing). Section 2.05 Series 2002-CC Certificateholder. In accordance with the terms of the Asset Pool 1 Supplement, the Indenture Trustee shall be the Series 2002-CC Certificateholder for all purposes under the COMT Pooling and Servicing Agreement and the Series 2002-CC Supplement. To the extent the COMT Collateral Certificate is sold or otherwise transferred to a third party in connection with the sale or liquidation of the Collateral pursuant to the provisions of the Indenture and the Asset Pool 1 Supplement, such transferee shall be the Series 2002-CC Certificateholder for all purposes under the COMT Pooling and Servicing Agreement and the Series 2002-CC Supplement. Section 2.06 Protection of Title to COMT Collateral Certificate. (a) The Transferor shall take all actions necessary, and the Trust shall cooperate with the Transferor, to perfect, and maintain perfection of, the interests of the Trust and the Indenture Trustee in the COMT Collateral Certificate. (b) The Transferor shall not change its name or its type or jurisdiction of organization without having delivered at least sixty (60) days prior written notice to the Trust and the Indenture Trustee that all actions have been taken, and all filings have been made, as are necessary to continue and maintain the first priority perfected interest of the Trust in the COMT Collateral Certificate. (c) The Owner Trustee shall permit the Indenture Trustee and its agents at any time following reasonable notice and during normal business hours to inspect, audit and make copies of and abstracts from the Owner Trustee's records regarding the COMT Collateral Certificate. 6 Section 2.07 Assignment to Indenture Trustee. The Transferor hereby acknowledges and consents to the mortgage, pledge, assignment and grant of a security interest by the Trust to the Indenture Trustee pursuant to the Asset Pool 1 Supplement of all right, title and interest of the Trust in, to and under the COMT Collateral Certificate and to the other property described in the Granting Clause of the Asset Pool 1 Supplement and the assignment of any or all of the Trust's rights and obligations hereunder to the Indenture Trustee. ARTICLE III COLLECTIONS, ALLOCATIONS, DEPOSITS AND PAYMENTS Section 3.01 Collections and Allocations. All distributions in respect of the COMT Collateral Certificate or any Additional Collateral Certificate shall be deposited in the Collection Account for Asset Pool 1, which amounts shall be applied by the Indenture Trustee pursuant to the Asset Pool 1 Supplement. ARTICLE IV ADMINISTRATION OF THE TRUST; DUTIES OF THE ADMINISTRATOR Section 4.01 Appointment of Administrator; Duties of Administrator. (a) The Issuer hereby appoints Capital One Bank to act as initial administrator (the "Administrator"), subject to Section 4.08. (b) Duties of the Administrator with Respect to Transaction Documents. The Administrator shall consult with the Transferor and the Owner Trustee regarding the duties of the Issuer and the Owner Trustee under the Transaction Documents. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action is necessary to comply with the Issuer's or the Owner Trustee's duties under the Transaction Documents. The Administrator shall prepare for execution by the Issuer or the Owner Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to any Transaction Document. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Indenture, any Indenture Supplement and the Asset Pool 1 Supplement, including such of the foregoing as are required with respect to the following matters under the Indenture, any Indenture Supplement and the Asset Pool 1 Supplement (parenthetical references are to Articles or Sections of the Indenture): (A) causing the Note Register to be kept, and notifying the Indenture Trustee of any appointment of a new Note Registrar and the location, or change in location, of the Note Registrar (subsection 305(a)); (B) preparing or obtaining the documents, legal opinions and instruments required for execution, authentication and delivery of the Notes, and delivery of the same to the Indenture Trustee for authentication (Sections 303, 304 and 310), providing for the 7 replacement of mutilated, destroyed, lost or stolen Notes (Section 306), providing for the exchange or transfer of Notes (Section 305) and, to the extent set forth in the related Indenture Supplement, notifying each Note Rating Agency in writing of the issuance of any Tranche, Class or Series of Notes; (C) directing the Indenture Trustee with respect to the investment of funds in the Issuer Accounts (Section 403); (D) preparing or obtaining the documents, legal opinions and instruments required to be delivered to the Indenture Trustee with respect to the satisfaction and discharge of the Indenture (subsection 501(c)) and preparing the documents necessary for the Indenture Trustee to acknowledge the same (subsection 501(a)); (E) on the resignation or removal of any Indenture Trustee, giving written notice of such resignation or removal and appointment to each Noteholder (subsection 710(f)); (F) preparing or causing to be prepared tax returns for the Issuer (if required) and the reporting information for the Noteholders (Section 715); (G) preparing on behalf of the Issuer written instructions regarding any action proposed to be taken or omitted by the Indenture Trustee upon the Indenture Trustee's application therefor (Section 718); (H) furnishing to the Indenture Trustee a list of the names and addresses of the Registered Noteholders not more than 15 days after each Record Date or at such other times as the Indenture Trustee may request in writing (Section 801); (I) establishing reasonable rules for matters relating to Action by or a meeting of Noteholders not otherwise set forth in Section 804 of the Indenture (subsection 804(g)); (J) preparing for the Issuer such filings for filing with the Commission, and providing the Indenture Trustee with copies thereof once filed, as required by the Securities Exchange Act of 1934, as amended, or otherwise as in accordance with rules and regulations prescribed from time to time by the Commission (Section 805); (K) preparing, completing and delivering to the Indenture Trustee and the trustee for the Master Trust (with a copy to each Note Rating Agency), a Monthly Noteholders' Statement (Section 806); (L) preparing the Payment Instruction for the Issuer after the Issuer receives each Monthly Servicer's Certificate under the Series 2002-CC Supplement, delivering a copy of the Payment Instruction to the Indenture Trustee and the trustee for the Master Trust and compiling such other information for the Issuer (subsection 807(a)); (M) preparing or obtaining any necessary Opinion of Counsel, Issuer Tax Opinion, Officer's Certificate, or other document or instrument as may be required in connection with any supplemental indenture or amendment to the Indenture, any Indenture Supplement or the Asset Pool 1 Supplement (Article IX); 8 (N) giving notice to each Note Rating Agency and collecting the votes of Noteholders, as necessary, in connection with any supplemental indenture or amendment to the Indenture, any Indenture Supplement or the Asset Pool 1 Supplement (Article IX); (O) causing any Paying Agents to execute and deliver to the Indenture Trustee an instrument pursuant to which it agrees to act as Paying Agent as set forth in Section 1003 of the Indenture; (P) preparing Officer's Certificates of the Issuer which direct the Paying Agent to pay to the Indenture Trustee sums held in trust by the Issuer or such Paying Agent for the purpose of discharging the Indenture (Section 1003); (Q) preparing written statements for execution by an Issuer Authorized Officer as required by Section 1004 of the Indenture; (R) performing or causing to be performed all things necessary to preserve and keep in full force and effect the legal existence of the Issuer (Section 1005); (S) giving prompt written notice to the Indenture Trustee and each Note Rating Agency of each Event of Default under the Indenture, each breach on the part of the Servicer or the Master Trust Transferor of its respective obligations under the COMT Pooling and Servicing Agreement or any default of a Derivative Counterparty (Section 1008); (T) providing to Noteholders and prospective Noteholders information required to be provided by the Issuer pursuant to Rule 144A under the Securities Act (Section 1011); (U) preparing and causing the Issuer to file UCC financing statements and amendments thereto (Section 1012); (V) preparing or obtaining the instruments, documents, agreements and legal opinions required to be delivered by the Issuer and preparing any notice required to be given to the Note Rating Agencies, in connection with the merger or consolidation of the Issuer with any other Person (subsection 1013(a)) or the conveyance or transfer of any of the Issuer's property or assets (subsection 1013(b)); (W) giving written notice to the affected Noteholders of any optional repurchase by the Transferor (Section 1102) and to the Indenture Trustee and each Note Rating Agency with respect to any such optional repurchase or Early Amortization Event (Section 1103); (X) to the extent set forth herein or in the Asset Pool 1 Supplement, preparing or obtaining the instruments, documents, agreements and legal opinions required to be delivered by the Issuer and preparing any notice required to be given by the Issuer to the Note Rating Agencies and the Indenture Trustee in connection with addition or removal of Collateral; (Y) to the extent set forth herein or in the Asset Pool 1 Supplement, preparing for execution and delivery or filing by the Issuer of all supplements and amendments to this Agreement and the Asset Pool 1 Supplement and all instruments of further assurance; and 9 (Z) to the extent set forth in the Asset Pool 1 Supplement, establishing and maintaining or causing to be established and maintained certain Issuer Accounts. (c) Additional Duties. (i) In addition to the duties of the Administrator set forth above, but subject to Sections 4.01(d) and 4.05, the Administrator shall perform all ministerial duties and obligations of the Issuer under the Transaction Documents and shall perform such calculations and shall prepare for execution by the Issuer and the Owner Trustee and shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Transaction Documents, and at the request of the Issuer or the Owner Trustee shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Transaction Documents. Subject to Sections 4.01(d) and 4.05 of this Agreement, and in accordance with the directions of the Issuer, the Owner Trustee or the Transferor, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Transaction Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee or the Transferor and are reasonably within the capability of the Administrator. (ii) Subject to Sections 4.01(d) and 4.05, the Administrator shall perform the duties of the Administrator specified in subsection 5.01(b) required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer or the Transferor and shall be, in the Administrator's opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (iv) Subject to Sections 4.01(d) and 4.05, it is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Transaction Documents. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuer, execute and deliver to the Administrator and its agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit B, appointing the Administrator the attorney-in-fact of the Issuer for the purpose of executing on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions. 10 (d) Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action except upon direction of the Transferor. For the purpose of the preceding sentence, "non-ministerial matters" shall include: (1) the amendment of or any supplement to the Indenture; (2) the initiation of any claim or lawsuit by the Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuer; (3) the amendment, change or modification of the Transaction Documents; (4) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators, or the consent to the assignment by the Note Registrar, the Paying Agent or the Indenture Trustee of its obligations under the Indenture; (5) the removal of the Indenture Trustee; (6) the timing or amount of any allocation, deposit, withdrawal or payment of funds under any Transaction Document; (7) the redemption or payment of any Note, or the initiation, suspension or termination of any revolving, redemption or other period under any Transaction Document; (8) the waiver of any default under any Transaction Document; (9) the release of any part of the Collateral; and (10) any matter that is reserved to the discretion of the Issuer under any Transaction Document or that could have a material impact on the financial condition of the Issuer or the Transferor. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, (x) make any payments to the Noteholders or any other Person under the Transaction Documents or (y) take any other action that the Issuer or the Owner Trustee directs the Administrator not to take on its behalf. Section 4.02 Records. The Administrator shall maintain appropriate books of account and records relating to services performed hereunder, which books of account and records shall be accessible for inspection by the Issuer, the Owner Trustee, the Indenture Trustee, the Collateral Agent and the Transferor at any time during normal business hours. 11 Section 4.03 Compensation. As compensation for the performance of the Administrator's obligations under this Agreement, the Administrator shall be entitled to $1,500 per month from the Transferor, in addition to reimbursement for its liabilities and extra out-of-pocket expenses related to its performance hereunder or under any other Transaction Document. Such amounts shall be paid by the Transferor directly to the Administrator. Section 4.04 Additional Information to be Furnished to Issuer. The Administrator shall furnish to the Issuer, the Indenture Trustee or the Transferor from time to time such additional information regarding the Transaction Documents and the Trust as each of them shall reasonably request. Section 4.05 Independence of Administrator. For all purposes of this Agreement, the Administrator shall be an independent contractor and shall not be subject to the supervision of the Issuer or the Owner Trustee with respect to the manner in which it accomplishes the performance of its obligations hereunder. Unless expressly authorized by the Issuer or the Transferor, the Administrator shall have no authority to act for or represent the Issuer or the Owner Trustee in any way and shall not otherwise be deemed an agent of the Issuer or the Owner Trustee. Section 4.06 No Joint Venture. Nothing contained in this Agreement shall (i) constitute the Administrator and either of the Issuer or the Owner Trustee as members of any partnership, joint venture, association, syndicate, unincorporated business or other separate entity, (ii) be construed to impose any liability as such on any of them or (iii) be deemed to confer on any of them any express, implied or apparent authority to incur any obligation or liability on behalf of the others. Section 4.07 Other Activities of Administrator. Nothing herein shall prevent the Administrator or its Affiliates from engaging in other businesses or, in its sole discretion, from acting in a similar capacity as an administrator for any other Person even though such Person may engage in business activities similar to those of the Issuer, the Owner Trustee or the Indenture Trustee. Section 4.08 Termination, Resignation and Removal of Administrator. (a) Subject to subsection 4.08(d), the Administrator may resign its duties hereunder by providing the Issuer and the Transferor with at least 60 days prior written notice. (b) Subject to subsection 4.08(d), the Issuer or the Transferor may, with written notice to each Note Rating Agency, remove the Administrator without cause by providing the Administrator with at least 60 days prior written notice. (c) Subject to subsection 4.08(d), at the sole option of the Issuer or the Transferor and with written notice to each Note Rating Agency, the Administrator may be removed immediately upon written notice of termination from the Issuer or the Transferor to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 10 days (or, if such default cannot be cured in such time, shall not give within 10 days such assurance of cure as shall be reasonably satisfactory to the Issuer and the Transferor); or 12 (ii) (A) the Administrator shall file a petition or commence a proceeding (I) to take advantage of any bankruptcy, conservatorship, receivership, insolvency, or similar laws or (II) for the appointment of a trustee, conservator, receiver, liquidator, or similar official for or relating to the Administrator or all or substantially all of its property, (B) the Administrator shall consent or fail to object to any such petition filed or proceeding commenced against or with respect to it or all or substantially all of its property, or any such petition or proceeding shall not have been dismissed or stayed within sixty (60) days of its filing or commencement, or a court, agency, or other supervisory authority with jurisdiction shall have decreed or ordered relief with respect to any such petition or proceeding, (C) the Administrator shall admit in writing its inability to pay its debts generally as they become due, (D) the Administrator shall make an assignment for the benefit of its creditors, or (E) the Administrator shall voluntarily suspend payment of its obligations. The Administrator agrees that if any of the events specified in clause (i) or (ii) of this subsection 4.08(c) shall occur, it shall give written notice thereof to the Issuer, the Owner Trustee, the Indenture Trustee and the Transferor within seven days after the happening of such event. (d) No termination, resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and the Transferor and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. Section 4.09 Action Upon Termination, Resignation or Removal. Promptly upon the effective date of termination of the Administrator pursuant to subsection 4.08(c) or the resignation or removal of the Administrator pursuant to subsection 4.08(a) or (b), respectively, the Administrator shall be entitled to be paid all fees and reimbursable expenses accruing to it to the date of such resignation or removal. The Administrator shall forthwith upon such termination pursuant to subsection 4.08(c) deliver to the Issuer all property and documents of or relating to the Collateral then in the custody of the Administrator. In the event of the resignation or removal of the Administrator pursuant to subsection 4.08(a), (b) or (c), respectively, the Administrator shall cooperate with the Issuer and the Transferor and take all reasonable steps requested to assist the Issuer and the Transferor in making an orderly transfer of the duties of the Administrator. Section 4.10 Indemnification. To the fullest extent permitted by law, the Administrator hereby agrees, whether or not any of the transactions contemplated by this Agreement or the Trust Agreement will be consummated, to assume liability for, and hereby indemnifies, protects, saves and keeps harmless the Owner Trustee (as such and in its individual capacity), and its officers, directors, successors, assigns, legal representatives, agents and servants (each an "Indemnified Person"), from and against any and all liabilities, obligations, losses, damages, penalties, taxes, claims, actions, investigations, proceedings, costs, expenses or disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever which may be imposed on, incurred by or asserted at any time against an Indemnified Person (whether or not also indemnified against by any other Person) in any way relating to or arising out of this Agreement, the Trust Agreement or any other related documents or the enforcement of any of the terms of any thereof, the administration of the Trust Estate or the action or inaction of the Owner Trustee, or the Trustee Bank under the Trust Agreement, and the manufacture, purchase, acceptance, nonacceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return or other disposition of any property (including any strict liability, any liability without fault and any latent and other defects, whether or 13 not discoverable), except, in any such case, to the extent that any such liabilities, obligations, losses, damages, penalties, taxes, claims, actions, investigations, proceedings, costs, expenses and disbursements are the result of any of the matters described in the third sentence of Section 6.01 of the Trust Agreement; provided, however, that the Administrator shall not be liable for or required to indemnify an Indemnified Person from and against expenses arising or resulting from (i) the Indemnified Party's own willful misconduct, bad faith or negligence, or (ii) the inaccuracy of any representation or warranty contained in Section 6.07 of the Trust Agreement made by the Indemnified Person. The indemnification set forth herein will survive the termination of this Agreement, the Trust Agreement and the Trust and the resignation or removal of the Owner Trustee. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this Section 4.10, the Owner Trustee's choice of legal counsel shall be subject to the approval of the Administrator, which approval shall not be unreasonably withheld. ARTICLE V THE TRANSFEROR Section 5.01 Representations of Transferor. The Transferor makes the following representations and warranties as to the COMT Collateral Certificate on which the Trust is deemed to have relied in acquiring the COMT Collateral Certificate. Such representations and warranties speak as of the execution and delivery of this Agreement and as of each Distribution Date, but shall survive the transfer and assignment of the COMT Collateral Certificate to the Trust and the pledge thereof to the Indenture Trustee pursuant to the Indenture and the Asset Pool 1 Supplement. (a) The Transferor is a limited liability company duly organized, validly existing and in good standing under the laws of the Commonwealth of Virginia and has full company power, authority and legal right to own its properties and conduct its business as such properties are presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement and any other documents related hereto to which it is a party. (b) The Transferor is duly qualified to do business and is in good standing (or is exempt from such requirement), and has obtained all necessary licenses and approvals with respect to the Transferor, in each jurisdiction in which failure to so qualify or to obtain such licenses or approvals would have a material adverse effect on the interests of the Noteholders hereunder or under the Indenture; provided, however, that no representation or warranty is made with respect to any qualifications, licenses or approvals which the Owner Trustee or the Indenture Trustee has or may be required at any time to obtain, if any, in connection with the transactions contemplated hereby or by any other Transaction Document to which the Owner Trustee or the Indenture Trustee, as the case may be, is a party. (c) The execution and delivery by the Transferor of this Agreement and the consummation by the Transferor of the transactions provided for in this Agreement and in the other Transaction Documents to which the Transferor is a party have been duly authorized by the Transferor by all necessary company action on its part and each of this Agreement and the other Transaction Documents to which the Transferor is a party will remain, from the time of its execution, an official record of the Transferor; the Transferor has the power and authority to assign the property to be assigned to and deposited with the Trust pursuant to this Agreement. 14 (d) The execution and delivery by the Transferor of this Agreement, the performance by the Transferor of the transactions contemplated by this Agreement and the fulfillment by the Transferor of the terms hereof will not conflict with, result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust, or other instrument to which the Transferor is a party or by which it or any of its properties are bound (other than violations of such indentures, contracts, agreements, mortgages, deeds of trust or other instruments which, individually or in the aggregate, would not have a material adverse effect on the Transferor's ability to perform its obligations under this Agreement). (e) The execution and delivery by the Transferor of this Agreement, the performance by the Transferor of the transactions contemplated by this Agreement and the fulfillment by the Transferor of the terms hereof will not conflict with or violate any Requirements of Law applicable to the Transferor. (f) There are no proceedings or investigations pending or, to the Transferor's knowledge, threatened against the Transferor before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over the Transferor or its properties (i) asserting the invalidity of this Agreement or any of the other Transaction Documents, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents, (iii) seeking any determination or ruling that, in the reasonable judgment of the Transferor, would materially and adversely affect the performance by the Transferor of its obligations under this Agreement or the other Transaction Documents, or (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement or the other Transaction Documents. (g) The transfer and assignment herein contemplated constitute either (i) a sale of the COMT Collateral Certificate from the Transferor to the Trust or (ii) a grant of a perfected security interest therein from the Transferor to the Trust. The COMT Collateral Certificate has not been sold, transferred, assigned or pledged by the Transferor to any Person other than pursuant to this Agreement. Immediately prior to the transfer and assignment herein contemplated, the Transferor had good and marketable title to the COMT Collateral Certificate, free and clear of all liens and rights of others and, immediately upon the transfer thereof pursuant to this Agreement, the Trust shall have good and marketable title to the COMT Collateral Certificate, free and clear of all liens and rights of others or a first priority perfected security interest therein; and the transfer has been perfected, by the filing of appropriate financing statements and the taking of such other action pursuant to the UCC, under the UCC. The Transferor has no knowledge of any current statutory or other non-consensual liens to which the COMT Collateral Certificate is subject. (h) All approvals, authorizations, consents, orders or other actions of any Person or of any Governmental Authority required to be obtained, effected or given by the Transferor in connection with the execution and delivery by the Transferor of this Agreement or any other Transaction Document to which it is a party, the performance by the Transferor of the transactions contemplated by this Agreement or any other Transaction Document to which it is a party and the fulfillment by the Transferor of the terms hereof or thereof, have been obtained or have been completed and are in full force and effect (other than approvals, authorizations, consents, orders and other actions which if not obtained or completed or in full force or effect would not have a material 15 adverse effect on the Transferor or the Trust or upon the collectibility of the COMT Collateral Certificate or upon the ability of the Transferor to perform its obligations under this Agreement). (i) Each of (i) the transfer of the COMT Collateral Certificate by the Transferor to the Trust pursuant to the terms of this Agreement and (ii) the pledge of the COMT Collateral Certificate by the Trust to the Indenture Trustee pursuant to the terms of the Indenture and the Asset Pool 1 Supplement, comply with the provisions of the COMT Pooling and Servicing Agreement relating to transfers of the COMT Collateral Certificate. (j) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in favor of the Trust in the COMT Collateral Certificate, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Transferor. (k) The COMT Collateral Certificate constitutes either an "account," a "general intangible," an "instrument," or a "certificated security," each within the meaning of the applicable UCC. (l) The Transferor has caused or will have caused, within ten days of the execution of this Agreement, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the COMT Collateral Certificate granted to the Trust pursuant to this Agreement. (m) Other than the interests transferred and assigned to the Trust pursuant to this Agreement, the Transferor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed, the COMT Collateral Certificate. The Transferor has not authorized the filing of and is not aware of any financing statements against the Transferor that include a description of the COMT Collateral Certificate other than any financing statement relating to the security interest granted to the Trust pursuant to this Agreement or any financing statement that has been terminated. The Transferor is not aware of any judgment or tax lien filings against the Transferor. (n) At the time of the transfer and assignment of the COMT Collateral Certificate to the Trust pursuant to this Agreement, all original executed copies of the COMT Collateral Certificate have been delivered to the Trust. (o) At the time of the transfer and assignment of the COMT Collateral Certificate to the Trust pursuant to this Agreement, the COMT Collateral Certificate had no marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Trust. (p) None of the representations and warranties contained in subsections 5.01(j) through 5.01(o) shall be waived by any of the parties to this Agreement unless the Transferor has obtained written confirmation from each Note Rating Agency that there will be no Ratings Effect (as defined in the Indenture) with respect to such waiver. Section 5.02 Merger or Consolidation of, or Assumption of the Obligations of, Transferor. Any Person (a) into which the Transferor may be merged or consolidated, (b) which may result from any merger or consolidation to which the Transferor shall be a party or (c) which may succeed to the properties and assets of the Transferor substantially as a whole, which Person in 16 any of the foregoing cases executes an agreement of assumption to perform every obligation of the Transferor under this Agreement, shall be the successor to the Transferor hereunder without the execution or filing of any other document or any further act by any of the parties to this Agreement; provided, however, that (i) the Transferor shall have delivered to the Owner Trustee and the Indenture Trustee an Officer's Certificate of the Transferor and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 5.02 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with, (ii) written confirmation from each Note Rating Agency that such transaction will not result in such Note Rating Agency reducing or withdrawing its then existing rating of the Notes shall have been delivered and (iii) the Transferor shall have delivered to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all actions necessary to perfect the interests of the Trust have been taken, including that all financing statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust in the COMT Collateral Certificate and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Following the effectiveness of the succession provided for in this Section 5.02, the predecessor Transferor shall be released from any obligations and liabilities provided for under the Transaction Documents other than any obligations or liabilities incurred by such predecessor Transferor prior to the effectiveness of such succession. Section 5.03 Limitation on Liability of Transferor and Others. The Transferor and any director, officer, employee or agent of the Transferor may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Transferor shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its obligations under this Agreement, and that in its opinion may involve it in any expense or liability. Section 5.04 Transferor May Own Notes. The Transferor and any Affiliate thereof may in its individual or any other capacity become the owner or pledgee of Notes with the same rights as it would have if it were not the Transferor or an Affiliate thereof, except as expressly provided herein or in any Transaction Document (including, without limitation, the definition of "Outstanding" contained in the Indenture). The Transferor agrees that it shall not transfer any interest in Notes or any rights hereunder without delivering to the Owner Trustee a Master Trust Tax Opinion and an Issuer Tax Opinion. Section 5.05 Tax Treatment. The Transferor has structured this Agreement, the Trust Agreement, the Indenture and any related agreement with the intention that the Notes qualify under applicable federal, state, and local income and franchise tax law and for purposes of any other tax imposed on or measured by income as indebtedness of the Transferor secured by the COMT Collateral Certificate or any Additional Collateral Certificate and the Issuer shall be disregarded as a separate entity for such purposes. The Transferor, the Administrator and the Issuer agree to treat the Notes and the Issuer accordingly and to take no action inconsistent with such treatment. 17 ARTICLE VI ACQUISITION OF TRUST ASSETS Section 6.01 Acquisition of COMT Collateral Certificate. If the Master Trust Transferor exercises its option to accept retransfer of the COMT Collateral Certificate pursuant to the terms of the Series 2002-CC Supplement, the Master Trust Transferor shall (a) acquire the COMT Collateral Certificate, which acquisition shall be effective as of the date on which such retransfer occurs, (b) deliver notice of such acquisition to the Owner Trustee and the Indenture Trustee on or prior to the Determination Date following the applicable Monthly Period for which the option is deemed exercised and (c) deposit in the Collection Account for Asset Pool 1 on or prior to the Distribution Date following such Monthly Period an amount equal to the Invested Amount of the COMT Collateral Certificate on such date and all other amounts payable to the Noteholders of each Outstanding Series of Notes including accrued interest on the Notes. Section 6.02 Acquisition of Additional Trust Assets. (a) The Transferor or an Affiliate of the Transferor may, but shall not be obligated to, subject to the conditions in paragraph (b) below, designate from time to time Additional Collateral Certificates to be included as Trust Assets and Collateral in Asset Pool 1. Such additional Trust Assets shall be transferred to the Issuer on the Addition Date. (b) On the close of business on the applicable Addition Date, the applicable Additional Collateral Certificate shall be designated as an additional Trust Asset to be included as Collateral in Asset Pool 1, subject to the satisfaction of the following conditions: (i) on or before the fifth Business Day (as defined in the Indenture) prior to the Addition Date, the Transferor or the applicable Affiliate of the Transferor shall have delivered to the Owner Trustee, the Indenture Trustee, the Administrator and each Note Rating Agency written notice (unless such notice requirement is otherwise waived) that such Additional Collateral Certificate will be included in the Trust Assets, which notice shall specify the principal amount of such Additional Collateral Certificate and the Addition Date; (ii) on or before the Addition Date, the Transferor or the applicable Affiliate of the Transferor shall have delivered to the Owner Trustee, on behalf of the Issuer, a written assignment substantially in the form of Exhibit A (the "Assignment") and such Additional Collateral Certificate shall be registered in the name of the Issuer; (iii) as of the Addition Date, no Insolvency Event with respect to the Transferor or the applicable Affiliate of the Transferor shall have occurred nor shall the transfer to the Issuer of such Additional Collateral Certificate have been made in contemplation of the occurrence thereof; (iv) as of the Addition Date, the Assignment constitutes either (x) a sale of such Additional Collateral Certificate from the Transferor or the applicable Affiliate of the Transferor to the Issuer or (y) a grant of a perfected security interest therein from the Transferor to the Issuer; 18 (v) as of the Addition Date, the Owner Trustee, the Transferor, the Administrator, the Indenture Trustee and the Issuer shall have received written confirmation that such Assignment will not have a Ratings Effect; and (vi) as of the Addition Date, the Transferor or the applicable Affiliate of the Transferor shall have delivered to the Owner Trustee, the Administrator, the Indenture Trustee and the Issuer an Officer's Certificate (x) to the effect that the Transferor or the applicable Affiliate of the Transferor reasonably believes that the Assignment of such Additional Collateral Certificate will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future, and (y) confirming the items set forth in clauses (ii) through (v) above. ARTICLE VII INSOLVENCY EVENTS Section 7.01 Rights Upon the Occurrence of an Insolvency Event. If (A) the Transferor shall file a petition or commence a proceeding (I) to take advantage of any bankruptcy, conservatorship, receivership, insolvency, or similar laws or (II) for the appointment of a trustee, conservator, receiver, liquidator, or similar official for or relating to the Transferor or all or substantially all of its property, (B) the Transferor shall consent or fail to object to any such petition filed or proceeding commenced against or with respect to it or all or substantially all of its property, or any such petition or proceeding shall not have been dismissed or stayed within sixty (60) days of its filing or commencement, or a court, agency, or other supervisory authority with jurisdiction shall have decreed or ordered relief with respect to any such petition or proceeding, (C) the Transferor shall admit in writing its inability to pay its debts generally as they become due, (D) the Transferor shall make an assignment for the benefit of its creditors, or (E) the Transferor shall voluntarily suspend payment of its obligations (each, an "Insolvency Event"), the Transferor shall on the day of such Insolvency Event (the "Appointment Date") immediately cease to increase the Invested Amount of the COMT Collateral Certificate and shall promptly give notice to the Owner Trustee and the Indenture Trustee of such Insolvency Event. ARTICLE VIII TERMINATION Section 8.01 Termination of Agreement. This Agreement and the respective obligations and responsibilities of the Trust, the Transferor, the Administrator and the Indenture Trustee under this Agreement shall terminate on the earlier of (a) the date on which the Trust Agreement terminates pursuant to the terms set forth therein and (b) the date specified in writing by the Transferor to the Owner Trustee and the Indenture Trustee following either (i) the date on which the principal amount of the Notes are paid in full and (ii) the date which is the last Legal Maturity Date of all Outstanding Notes. 19 ARTICLE IX MISCELLANEOUS PROVISIONS Section 9.01 Amendment. (a) This Agreement may be amended from time to time by a written amendment duly executed and delivered by the Transferor, the Administrator, the Indenture Trustee and the Issuer, without the consent of any Noteholders, upon the delivery of a Master Trust Tax Opinion and an Issuer Tax Opinion to the Indenture Trustee by the Transferor and written confirmation that such amendment will not have a Ratings Effect; provided, however, that the Transferor shall deliver to the Indenture Trustee and the Owner Trustee an Officer's Certificate of the Transferor to the effect that the Transferor reasonably believes that such amendment will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future. (b) This Agreement may also be amended from time to time by a written instrument duly executed and delivered by the Transferor, the Administrator, the Indenture Trustee and the Issuer, with prior written notice to each Note Rating Agency, upon the delivery of a Master Trust Tax Opinion and an Issuer Tax Opinion to the Indenture Trustee by the Transferor and with the consent of holders of not less than 662/3% of the Outstanding Dollar Principal Amount (as defined in the Indenture) of each series, class and tranche of Notes affected by such change; provided, however, that, without the consent of the holders of all of the Notes then Outstanding, no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments in respect of the Collateral or distributions that are required to be made for the benefit of the Noteholders or (b) reduce the aforesaid percentage of the Outstanding Dollar Principal Amount (as defined in the Indenture) of the Notes, the holders of which are required to consent to any such amendment. (c) Promptly after the execution of any such amendment or consent, the Transferor shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each Note Rating Agency. (d) It shall not be necessary for the consent of the Noteholders pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Noteholders shall be subject to such reasonable requirements as the Indenture Trustee may prescribe. (e) Any Indenture Supplement executed in accordance with the provisions of Article IX of the Indenture shall not be considered an amendment of this Agreement for the purposes of this Section 9.01. Section 9.02 Fees Payable by the Transferor. Notwithstanding anything contained in any other Transaction Document (unless such document specifically refers to this Section), the Transferor shall pay out of its own funds, without reimbursement, all expenses, fees and disbursements of the Owner Trustee (as such and in its individual capacity), the Administrator and the Indenture Trustee (including, in each case, the reasonable fees and expenses of its outside counsel) and independent accountants and all other fees and expenses relating to the Trust, 20 including the costs of filing UCC continuation statements, the costs and expenses relating to obtaining and maintaining the listing of any Notes on any stock exchange, the costs and expenses relating to maintaining Issuer Accounts, and any stamp, documentary, excise, property (whether on real, personal or intangible property) or any similar tax levied on the Trust or the Trust's assets that are not expressly stated in this Agreement to be payable by the Trust (other than federal, state, local and foreign income and franchise taxes, if any, or any interest or penalties with respect thereto, assessed on the Trust, which shall be paid by the Trust). Section 9.03 Notices. (a) All demands, notices and communications upon or to the Transferor, the Issuer, the Owner Trustee, the Indenture Trustee, or any Note Rating Agency under this Agreement shall be in writing, personally delivered, mailed by certified mail, return receipt requested, or sent by facsimile transmission, and shall be deemed to have been duly given upon receipt (a) in the case of the Transferor, to Capital One Funding, LLC, 140 East Shore Drive, Room 1048, Glen Allen, Virginia 23059, (b) in the case of the Administrator, to Capital One Bank, in care of Capital One Services, Inc., 8000 Jones Branch Drive, McLean, Virginia 22102, Attention of General Counsel, with a copy to Director of Securitization, (c) in the case of the Indenture Trustee, to The Bank of New York, 101 Barclay Street, Floor 8 West, New York, New York 10286, Attention: Asset Backed Securities Unit, (d) in the case of the Issuer, to the Capital One Multi-asset Execution Trust, c/o Deutsche Bank Trust Company Delaware, E.A. Delle Donne Corporate Center, 1011 Centre Road, Wilmington, DE 19805-1266 with a copy to Deutsche Bank Trust Company Americas, c/o DB Services New Jersey Inc., 100 Plaza One, Mail Stop: JC408-0606, Jersey City, NJ 11311 or, as to each of the foregoing, at such other address as shall be designated by written notice to the other parties. All demands, notices and communications directed to the Issuer shall be directed to a Responsible Officer of the Owner Trustee and the Administrator. (b) Any Notice required or permitted to be given to a Holder of Registered Notes shall be given by first-class mail, postage prepaid, at the address of such Holder as shown in the Note Register. No Notice shall be required to be mailed to a Holder of Bearer Notes but shall be given as provided in the related Indenture Supplement. Any Notice so mailed within the time prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not the Noteholder receives such Notice. Section 9.04 Assignment. Notwithstanding anything to the contrary contained herein, except as provided in Section 5.02 of this Agreement, this Agreement may not be assigned by the Transferor. Section 9.05 Limitations on Rights of Others. The provisions of this Agreement are solely for the benefit of the Transferor, the Issuer, the Owner Trustee, the Indenture Trustee, the Administrator and the Noteholders, and nothing in this Agreement, whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim in the COMT Collateral Certificate, any Additional Collateral Certificate or under or in respect of this Agreement or any covenants, conditions or provisions contained herein. Section 9.06 Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 21 Section 9.07 Separate Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. Section 9.08 Headings. The headings of the various Articles and Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof. Section 9.09 GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATION LAW, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS. Section 9.10 Nonpetition Covenants. (a) Notwithstanding any prior termination of this Agreement, none of the Transferor, the Administrator, the Owner Trustee or the Indenture Trustee shall at any time with respect to the Issuer acquiesce, petition or otherwise invoke or cause the Issuer to invoke the process of any court or governmental authority for the purpose of commencing or sustaining a case against the Issuer under any federal or state bankruptcy, insolvency or other similar law now or hereafter in effect or appointing a receiver, conservator, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuer or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Issuer; provided, however, that this subsection 9.10(a) shall not operate to preclude any remedy described in Article VI of the Indenture. (b) Notwithstanding any prior termination of this Agreement, none of the Trust, the Administrator, the Owner Trustee or the Indenture Trustee shall at any time with respect to the Transferor acquiesce, petition or otherwise invoke or cause the Transferor to invoke the process of any court or governmental authority for the purpose of commencing or sustaining a case against the Transferor under any federal or state bankruptcy, insolvency or other similar law now or hereafter in effect or appointing a receiver, conservator, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Transferor or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Transferor; provided, however, that this subsection 9.10(b) shall not operate to preclude any remedy described in Article VI of the Indenture. (c) Notwithstanding any prior termination of this Agreement, none of the Transferor, the Trust, the Administrator, the Owner Trustee or the Indenture Trustee shall at any time with respect to the Master Trust acquiesce, petition or otherwise invoke or cause the Master Trust to invoke the process of any court or governmental authority for the purpose of commencing or sustaining a case against the Master Trust under any federal or state bankruptcy, insolvency or other similar law now or hereafter in effect or appointing a receiver, conservator, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Master Trust or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Master Trust; provided, however, that this subsection 9.10(c) shall not operate to preclude any remedy described in Article VI of the Indenture. Section 9.11 Relation to the Trust Agreement. This Agreement is one of the Transfer and Administration Agreements (as such term is defined in the Trust Agreement) referred to in the Trust Agreement. 22 Section 9.12 Integration of Documents. This Agreement, together with the Trust Agreement, constitutes the entire agreement of the parties hereto and thereto with respect to the subject matter hereof and thereof and supersedes all prior agreements relating to the subject matter hereof and thereof. Section 9.13 No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Trust, the Owner Trustee, the Indenture Trustee, the Transferor or the Administrator, any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges provided under this Agreement are cumulative and not exhaustive of any rights, remedies, powers and privileges provided by law. Section 9.14 Limitation of Liability. It is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered by the Owner Trustee not individually or personally but solely as Owner Trustee, in the exercise of the powers and authority conferred and vested in it, (ii) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as a personal representation, undertaking or agreement by the Owner Trustee but is made and intended for the purpose of binding only the Issuer, (iii) nothing herein contained will be construed as creating any liability on the Owner Trustee individually or personally, to perform any covenant of the Issuer either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties to this Indenture and by any Person claiming by, through or under them and (iv) under no circumstances will the Owner Trustee be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement or any related documents. Section 9.15 Acknowledgement and Acceptance of Indenture. Capital One Bank, as Administrator, by its signature hereto, acknowledges and accepts the Indenture. [Signature Page to Follow] 23 IN WITNESS WHEREOF, the parties hereto have caused this Transfer and Administration Agreement to be duly executed by their respective officers as of the day and year first above written. CAPITAL ONE MULTI-ASSET EXECUTION TRUST, as Issuer By: DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual capacity but solely as Owner Trustee on behalf of the Trust By: /s/ Michele Voon -------------------------------------- Name: Michele Voon Title: Attorney-in-Fact CAPITAL ONE FUNDING, LLC, as Transferor By: /s/ Bonnie A. Seideman -------------------------------------- Name: Bonnie A. Seideman Title: President and Chief Executive Officer CAPITAL ONE BANK, as Administrator By: /s/ Bonnie A. Seideman -------------------------------------- Name: /s/ Bonnie A. Seideman Title: Manager of Securitization THE BANK OF NEW YORK, as Indenture Trustee and not in its individual capacity By: /s/ Scott J. Tepper -------------------------------------- Name: Scott J. Tepper Title: Assistant Vice President [Signature Page to Transfer and Administration Agreement] EXHIBIT A [FORM OF] ASSIGNMENT OF AN ADDITIONAL COLLATERAL CERTIFICATE (As required by Section 6.02 of the Transfer & Administration Agreement) ASSIGNMENT No. ___ OF AN ADDITIONAL COLLATERAL CERTIFICATE, dated as of _______ __, ___/1/ (the "Assignment"), by and among CAPITAL ONE FUNDING, LLC ("Funding"), a Virginia limited liability company, as Transferor (the "Transferor), and CAPITAL ONE MULTI-ASSET EXECUTION TRUST (the "Trust"), pursuant to the Transfer & Administration Agreement referred to below. WITNESSETH WHEREAS, Funding, as Transferor, Capital One Bank, as Administrator, The Bank of New York, as Indenture Trustee and the Trust, as Issuer are parties to the Transfer & Administration Agreement dated as of October 9, 2002 (as amended and supplemented from time to time, the "Agreement"); WHEREAS, pursuant to subsection 6.02(a) of the Agreement, the Transferor wishes to designate an Additional Collateral Certificate (as such term is defined in the Agreement) to the Trust for designation pursuant to the applicable Asset Pool Supplement; and WHEREAS, the Owner Trustee, on behalf of the Trust, is willing to accept such designation and conveyance subject to the terms and conditions hereof; NOW, THEREFORE, the Transferor and the Owner Trustee, on behalf of the Trust, hereby agree as follows: 1. Defined Terms. All capitalized terms used herein shall have the meanings ascribed to them in the Agreement unless otherwise defined herein. "Additional Cut-Off Date" shall mean, with respect to the Additional Collateral Certificate designated hereby, _______ __, ___. "Addition Date" shall mean, with respect to the Additional Collateral Certificate designated on Schedule 1 hereto, ________ __, ___. "Notice Date" shall mean, with respect to the Additional Collateral Certificate designated on Schedule 1 hereto, ________ __, ___ (which shall be a date on or prior to the fifth Business Day prior to the Addition Date). 2. Conveyance of Additional Collateral Certificates. (a) The Transferor does hereby transfer, assign, set over and otherwise convey to the Trust, without recourse, all of its right, title and interest in, to and under the Additional Collateral Certificate existing at the close - -------- /1/ To be dated as of the applicable Addition Date A-1 of business on the Additional Cut-Off Date. The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Owner Trustee (as such or in its individual capacity), the Indenture Trustee, any Noteholders, any Supplemental Credit Enhancer or any Derivative Counterparty of any obligation of the Transferor or any other Person in connection with the Additional Collateral Certificate or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants clearance systems, VISA, MasterCard or insurers. (b) If necessary, the Transferor agrees to record and file, at its own expense, financing statements (and continuation statements when applicable) with respect to the Additional Collateral Certificate existing on the Addition Cut Off Date meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the sale and assignment of its interest in such Additional Collateral Certificate to the Trust, and to deliver a file-stamped copy of each such financing statement or other evidence of such filing to the Owner Trustee on or prior to the Addition Date. None of the Owner Trustee or the Indenture Trustee shall be under any obligation whatsoever to file such financing or continuation statements or to make any filing under the UCC in connection with such sale and assignment. (c) The Transferor does hereby grant to the Trust a security interest in all of its right, title and interest, whether now owned or hereafter acquired, in and to the Additional Collateral Certificate designated for sale on the Addition Cut Off Date. This Assignment constitutes a security agreement under the UCC. 3. Acceptance by Owner Trustee. The Owner Trustee hereby acknowledges its acceptance on behalf of the Trust of all right, title and interest to the property existing on the Additional Cut-Off Date which has been conveyed to the Trust pursuant to Section 2(a) of this Agreement. 4. Representations and Warranties of the Transferor. The Transferor hereby represents and warrants to the Trust, as of the Addition Date, that: (a) Legal, Valid and Binding Obligation. This Assignment constitutes a legal, valid and binding obligation of the Transferor enforceable against the Transferor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general or the rights of creditors of a Virginia limited liability company and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity). (b) Insolvency. As of each of the Additional Cut-Off Date and the Addition Date, no Insolvency Event with respect to the Transferor has occurred and the transfer by the Transferor of Additional Collateral Certificates to the Trust has not been made in contemplation of the occurrence thereof. A-2 (c) Security Interest. This Assignment constitutes a valid sale, transfer and assignment to the Trust of all right, title and interest of the Transferor in the Additional Collateral Certificate designated on the Additional Cut-Off Date and such Additional Collateral Certificate will be held by the Owner Trustee, on behalf of the Trust, free and clear of any Lien of any Person claiming through or under the Transferor or any of its Affiliates, or, if this Assignment does not constitute a sale of such property, it constitutes a grant of a security interest in all of the Transferor's right, title and interest in such Additional Collateral Certificate to the Owner Trustee, on behalf of the Trust which is enforceable upon execution and delivery of this Assignment. Upon the filing of the appropriate financing statements, the Trust shall have a first priority perfected security or ownership interest in the Transferor's rights in such property and proceeds. (d) No Conflict. The execution and delivery by the Transferor of this Assignment, the performance of the transactions contemplated by this Assignment and the fulfillment of the terms hereof applicable to the Transferor, will not conflict with or violate any Requirements of Law applicable to the Transferor or conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust or other instrument to which the Transferor is a party or by which it or its properties are bound. (e) No Proceedings. There are no proceedings or investigations pending or, to the best knowledge of the Transferor, threatened against the Transferor, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality (i) asserting the invalidity of this Assignment, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Assignment, (iii) seeking any determination or ruling that, in the reasonable judgment of the Transferor, would materially and adversely affect the performance by the Transferor of its obligations under this Assignment or (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Assignment. (f) All Consents. All authorizations, consents, orders or other actions of any Person or of any Governmental Authority required to be obtained by the Transferor in connection with the execution and delivery of this Assignment by the Transferor and the performance of the transactions contemplated by this Assignment by the Transferor, have been obtained. (g) No Adverse Effect. The acquisition by the Trust of the Additional Collateral Certificate shall not, in the reasonable belief of the applicable Transferor, result in an Adverse Effect. 5. Conditions Precedent. The acceptance by the Trustee set forth in Section 3 and the amendment of the Transfer and Administration Agreement set forth in Section 6 are subject to the satisfaction, on or prior to the Addition Date, of the conditions described in subsection 6.02(b)(ii) of the Agreement. A-3 6. Amendment of the Transfer & Administration Agreement. The Agreement is hereby amended to provide that all references therein to the "Transfer and Administration Agreement," to "this Agreement" and "herein" shall be deemed from and after the Addition Date to be a dual reference to the Agreement as supplemented by this Assignment and all references therein to Additional Collateral Certificates shall be deemed to include the Additional Collateral Certificate designated hereby. Except as expressly amended hereby, all of the representations, warranties, terms, covenants and conditions of the Agreement shall remain unamended and shall continue to be, and shall remain, in full force and effect in accordance with its terms and except as expressly provided herein shall not constitute or be deemed to constitute a waiver of compliance with or a consent to noncompliance with any term or provision of the Agreement. 7. Counterparts. This Assignment 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. 8. GOVERNING LAW. THIS ASSIGNMENT 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. 9. Limitation of Liability. Notwithstanding any other provision herein or elsewhere, this Assignment has been executed and delivered by Deutsche Bank Trust Company Delaware on behalf of the Trust, not in its individual capacity, but solely in its capacity as Owner Trustee, in no event shall Deutsche Bank Trust Company Delaware in its individual capacity have any liability in respect of the representations, warranties, or obligations of the Trust hereunder or under any other document, as to all of which recourse shall be had solely to the assets of the Trust, and for all purposes of this Assignment and each other document, the Owner Trustee (as such or in its individual capacity) shall be subject to, and entitled to the benefits of, the terms and provisions of the Trust Agreement. A-4 IN WITNESS WHEREOF, the Transferor and the Owner Trustee, on behalf of the Trust, have caused this Assignment to be duly executed by their respective officers as of the day and year first above written. CAPITAL ONE FUNDING, LLC, as Transferor By ---------------------------------- Name: Title: CAPITAL ONE MULTI-ASSET EXECUTION TRUST By: Deutsche Bank Trust Company Delaware, not in its individual capacity, but solely as Owner Trustee on behalf of the Trust By ---------------------------------- Name: Title: Schedule 1 to Exhibit A List of Additional Collateral Certificates EXHIBIT B [FORM OF] POWER OF ATTORNEY STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) KNOW ALL MEN BY THESE PRESENTS, that Capital One Multi-asset Execution Trust, a Delaware statutory trust (the "Trust") does hereby make, constitute and appoint Capital One Bank, as Administrator under the Transfer & Administration Agreement (as defined below), and its agents and attorneys, as Attorneys in Fact to execute on behalf of the Trust all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Trust to prepare, file or deliver pursuant to the Transaction Documents (as defined in the Transfer & Administration Agreement) including, without limitation, to appear for and represent the Trust in connection with the preparation, filing and audit of federal, state and local tax returns pertaining to the Trust, and audits that the Trust could perform including, without limitation, the right to distribute and receive confidential information, defend and assert positions in response to deficiencies, consents to the extension of any statutory or regulatory time limit, and settlements. For the purpose of this Power of Attorney, the term "Transfer & Administration Agreement" means the Transfer & Administration Agreement dated as of October 9, 2002, among the Trust, Capital One Funding, LLC, as Transferor, Capital One Bank, as Administrator and The Bank of New York, as Indenture Trustee, as such may be amended from time to time. All powers of attorney for this purpose heretofore filed or executed by the Trust are hereby revoked. EXECUTED this ____ day of __________, 2002 CAPITAL ONE MULTI-ASSET EXECUTION TRUST By: Deutsche Bank Trust Company Delaware, not in its individual capacity, but solely as Owner Trustee on behalf of the Trust By: ---------------------------------------- Name: Title: EX-4.3 5 dex43.txt TRUST AGREEMENT EXHIBIT 4.3 EXECUTION COPY - -------------------------------------------------------------------------------- CAPITAL ONE MULTI-ASSET EXECUTION TRUST AMENDED AND RESTATED TRUST AGREEMENT Dated as of October 9, 2002 between CAPITAL ONE FUNDING, LLC, as Beneficiary and as a Transferor and DEUTSCHE BANK TRUST COMPANY DELAWARE, as Owner Trustee - -------------------------------------------------------------------------------- TABLE OF CONTENTS
Page ---- ARTICLE I DEFINITIONS Section 1.01. Definitions.......................................................................1 Section 1.02. Generic Terms.....................................................................5 ARTICLE II ORGANIZATION; DECLARATION OF TRUST BY THE OWNER TRUSTEE Section 2.01. Continuation of Trust; Name.......................................................5 Section 2.02. Transfer of Property to Trust; Initial Capital Contribution of Trust Estate............................................................................5 Section 2.03. Purposes and Powers; Trust To Operate as a Single Purpose Entity..................6 Section 2.04. Appointment of Owner Trustee......................................................8 Section 2.05. Declaration of Trust..............................................................9 Section 2.06. Title to Trust Estate.............................................................9 Section 2.07. Nature of Interest in the Trust Estate............................................9 Section 2.08. Continuation of Trust; Principal Office of Owner Trustee..........................9 Section 2.09. Tax Matters.......................................................................9 Section 2.10. Fiscal Year.......................................................................9 Section 2.11. Closing..........................................................................10 Section 2.12. Books and Records................................................................10 Section 2.13. Limitation on Liability of Transferors and Others................................10 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE BENEFICIARY Section 3.01. Representations and Warranties of the Beneficiary................................10 ARTICLE IV DISTRIBUTIONS OF FUNDS Section 4.01. Distribution of Funds............................................................11 Section 4.02. Payments from Trust Estate Only..................................................12 Section 4.03. Method of Payment................................................................12 Section 4.04. Establishment of Account.........................................................12 Section 4.05. Transferor Interest; Transferor Certificates.....................................12
-i- TABLE OF CONTENTS (continued)
Page ---- ARTICLE V DUTIES OF THE OWNER TRUSTEE Section 5.01. Action Upon Instructions.........................................................13 Section 5.02. No Duty to Act Under Certain Circumstances.......................................14 Section 5.03. No Duties Except Under Specified Agreements or Instructions......................14 Section 5.04. Trust Operation..................................................................15 Section 5.05. Execution of Documents...........................................................16 ARTICLE VI CONCERNING THE TRUSTEE BANK Section 6.01. Acceptance of Trust and Duties...................................................16 Section 6.02. Furnishing of Documents..........................................................17 Section 6.03. No Representations and Warranties as to the Trust Estate.........................17 Section 6.04. Signature of Returns.............................................................18 Section 6.05. Reliance; Advice of Counsel......................................................18 Section 6.06. Not Acting in Individual Capacity................................................18 Section 6.07. Representations and Warranties...................................................18 ARTICLE VII TERMINATION OF TRUST AGREEMENT Section 7.01. Termination of Trust Agreement...................................................19 ARTICLE VIII SUCCESSOR OWNER TRUSTEES, CO-TRUSTEES AND SEPARATE OWNER TRUSTEES Section 8.01. Resignation and Removal of the Owner Trustee; Appointment of Successors..........19 Section 8.02. Transfer Procedures..............................................................20 Section 8.03. Qualification of Owner Trustee...................................................20 Section 8.04. Co-trustees and Separate Owner Trustees..........................................20 ARTICLE IX AMENDMENTS Section 9.01. Amendments.......................................................................21 ARTICLE X BENEFICIAL INTERESTS AND CERTIFICATES Section 10.01. Issuance of Trust Certificates...................................................22
-ii- TABLE OF CONTENTS (continued)
Page ---- Section 10.02. Beneficial Interest; Prohibitions on Transfer....................................23 Section 10.03. Lost or Destroyed Trust Certificate..............................................23 ARTICLE XI COMPENSATION OF TRUSTEE BANK AND INDEMNIFICATION Section 11.01. Trustee Bank Fees and Expenses...................................................24 Section 11.02. Indemnification..................................................................24 ARTICLE XII MISCELLANEOUS Section 12.01. Conveyance by the Owner Trustee is Binding.......................................25 Section 12.02. Instructions; Notices............................................................25 Section 12.03. Severability.....................................................................26 Section 12.04. Limitation of Liability..........................................................26 Section 12.05. Separate Counterparts............................................................27 Section 12.06. Successors and Assigns...........................................................27 Section 12.07. Headings.........................................................................27 Section 12.08. Governing Law....................................................................27 Section 12.09. Nonpetition Covenants............................................................27 Section 12.10. No Recourse......................................................................27 Section 12.11. Acceptance of Terms of Agreement.................................................27 Section 12.12. Acknowledgement and Acceptance of Indenture......................................28
-iii-
Page ---- EXHIBITS EXHIBIT A [FORM OF] TRUST CERTIFICATE......................................................A-1 EXHIBIT B CERTIFICATE OF TRUST OF CAPITAL ONE MULTI-ASSET EXECUTION TRUST......................................................B-1 EXHIBIT C [FORM OF] TRANSFEROR CERTIFICATE.................................................C-1
-iv- CAPITAL ONE MULTI-ASSET EXECUTION TRUST AMENDED AND RESTATED TRUST AGREEMENT, dated as of October 9, 2002, between CAPITAL ONE FUNDING, LLC ("Capital One Funding"), a Virginia limited liability company, as Beneficiary and as a Transferor, and DEUTSCHE BANK TRUST COMPANY DELAWARE, a Delaware banking corporation, as owner trustee (the "Owner Trustee"). WHEREAS, Capital One Funding and the Owner Trustee have heretofore created a statutory trust pursuant to the Delaware Statutory Trust Act (as hereinafter defined) by filing the Certificate of Trust (as hereinafter defined) with the Secretary of State (as hereinafter defined) on December 6, 2001, and entered into a Trust Agreement, dated as of December 5, 2001 (the "Original Trust Agreement"); WHEREAS, the Owner Trustee filed a corrected certificate of trust with the office of the Secretary of State on December 10, 2001, changing the name of the Trust from Capital One Universal Note Trust to Capital One Multiple Issuance Trust and further filed a second corrected Certificate of Trust with the office of the Secretary of State on December 17, 2001, changing the name of the Trust (as hereinafter defined) from Capital One Multiple Issuance Trust to Capital One Multi-asset Execution Trust; and WHEREAS, the parties hereto desire to continue the Trust as a statutory trust under the Delaware Statutory Trust Act and to amend and restate the Original Trust Agreement of the Trust in its entirety, and to reflect the change of the name of the Trust from Capital One Multiple Issuance Trust to Capital One Multi-asset Execution Trust. NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: ARTICLE I DEFINITIONS Section 1.01. Definitions. For purposes of this Agreement, the following terms have the following meanings: "Addition Date" is defined in the related Transfer and Administration Agreement. "Adverse Effect" means, whenever used in this Agreement with respect to any Series, Class or Tranche of Notes with respect to any action, that such action will (a) at the time of its occurrence or at any future date result in the occurrence of an Early Redemption Event or Event of Default (each as defined in the Indenture) relating to such Series, Class or Tranche of Notes, as applicable, (b) adversely affect the amount of funds available to be distributed to the Noteholders of any such Series, Class or Tranche of Notes pursuant to the Indenture or the timing of such distributions, or (c) adversely affect the security interest of the Indenture Trustee in the collateral securing the Notes. "Affiliate" is defined in the Indenture. 1 "Agreement" means this Capital One Multi-asset Execution Trust Amended and Restated Trust Agreement, as the same may be amended, modified or supplemented from time to time. "Asset Pool" is defined in the Indenture. "Asset Pool Supplement" is defined in the Indenture. "Beneficial Interest" means the undivided beneficial interest of the Beneficiary in the assets of the Trust which, with respect to each Asset Pool shall be the Transferor Interest in that Asset Pool. "Beneficiary" means Capital One Funding, as beneficial owner of the Trust, and each Permitted Affiliate Transferee and other transferee under Section 10.02. "Beneficiary Trust Account" means the account established by the Owner Trustee on behalf of the Trust in accordance with Section 4.04. "Certificate of Trust" means the Certificate of Trust of the Trust in the form attached hereto as Exhibit B which has been filed for the Trust pursuant to Section 3810(a) of the Delaware Statutory Trust Act. "Class" means, with respect to any Note, the Class specified in the applicable Indenture Supplement. "Code" means the Internal Revenue Code of 1986, as it may be amended from time to time. "Delaware Statutory Trust Act" means Chapter 38 of Title 12 of the Delaware Code, 12 Del.C.ss.ss. 3801, et seq., as amended from time to time, and any successor statute thereto. "Deliveries" is defined in Section 12.02. "Disqualification Event," with respect to the Owner Trustee, means (a) the bankruptcy, insolvency or dissolution of the Owner Trustee, (b) the occurrence of the date of resignation of the Owner Trustee, as set forth in a notice of resignation given pursuant to Section 8.01, (c) the delivery to the Owner Trustee of the instrument or instruments of removal referred to in Section 8.01 (or, if such instruments specify a later effective date of removal, the occurrence of such later date), or (d) failure of the Owner Trustee to qualify under the requirements of Section 8.03. "Governmental Authority" means the United States of America, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government. "Indemnified Person" is defined in Section 11.02. "Indenture" means the Indenture dated as of October 9, 2002, between the Trust and the Indenture Trustee, as the same may be amended, restated, supplemented or otherwise modified from time to time. 2 "Indenture Supplement" is defined in the Indenture. "Indenture Trustee" means The Bank of New York, not in its individual capacity but solely as Indenture Trustee under the Indenture, and each successor Indenture Trustee under such Indenture, or such other party identified as the Indenture Trustee within the Indenture. "Issuer Tax Opinion" is defined in the Indenture. "Master Trust" is defined in the Indenture. "Master Trust Tax Opinion" is defined in the Indenture. "Master Trust Trustee" means the trustee under the applicable Pooling and Servicing Agreement and each successor trustee under such Pooling and Servicing Agreement. "Moody's" is defined in the Indenture. "Note" means each "Note" designated as such in the Indenture. "Noteholder" means each "Noteholder" designated as such in the Indenture. "Note Rating Agency" means each "Note Rating Agency" designated as such in the Indenture. "Original Trust Agreement" has the meaning assigned to such term in the recitals of this Agreement. "Outstanding Dollar Principal Amount" means, for any Series, Class or Tranche of Notes, the "Outstanding Dollar Principal Amount" (as such term is defined in the Indenture) of such Series, Class or Tranche of Notes. "Owner Trustee" means Deutsche Bank Trust Company Delaware, a Delaware banking corporation, not in its individual capacity but solely as owner trustee under this Agreement (unless otherwise specified herein), and each successor trustee under Article VIII, in its capacity as owner trustee hereunder, and each co-trustee under and to the extent provided in Section 8.04, in its capacity as owner trustee hereunder. "Person" means any individual, corporation, partnership (general or limited), limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, governmental entity or other entity of similar nature. "Periodic Filing" means any filing or submission that the Trust is required to make with any federal, state or local authority or regulatory agency. "Permitted Affiliate Transferee" is defined in Section 10.02. "Pooling and Servicing Agreement" means a pooling and servicing agreement, indenture or other agreement for the issuance of securities from time to time from a Master Trust and the 3 servicing of the receivables in such Master Trust, as such agreement may be amended, restated and supplemented from time to time. "Requirements of Law" shall mean, for any Person, the certificate of incorporation or articles of association and by-laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation, or determination of an arbitrator or Governmental Authority, in each case applicable to or binding upon such Person or to which such Person is subject, whether federal, state or local (including without limitation, usury laws, the Federal Truth in Lending Act and Regulation Z and Regulation B of the Board of Governors of the Federal Reserve System). "Secretary of State" means the Office of the Secretary of State of the State of Delaware. "Securities Act" means the Securities Act of 1933, as amended. "Series" means, with respect to any Note, the Series specified in the applicable Indenture Supplement. "Standard & Poor's" is defined in the Indenture. "Tranche" means, with respect to any Class of Notes, Notes of such Class which have identical terms, conditions and Tranche designation. Notes of a single Tranche may be issued on different dates. "Transaction Documents" means the Indenture, any Asset Pool Supplement thereto, any Indenture Supplement thereto, any Transfer and Administration Agreement, the Transferor Certificate, the Trust Certificate, the Certificate of Trust and other documents delivered in connection herewith and therewith. "Transfer and Administration Agreement" means any Transfer and Administration Agreement between the Trust, the applicable Transferor or Transferors and the applicable administrator, which by its terms is identified as being a Transfer and Administration Agreement referred to herein, as the same may be amended, restated, supplemented or otherwise modified from time to time. "Transferor" means Capital One Funding and its successors and assigns, and any other Transferor designated in the applicable Transfer and Administration Agreement. "Transferor Certificate" is defined in Section 4.05(b). "Transferor Interest" is defined in Section 4.05(a). "Trust" means the statutory trust created by the Original Trust Agreement and the filing of the Certificate of Trust with the Secretary of State and continued hereby. "Trust Certificate" is defined in Section 10.01. "Trust Estate" is defined in Section 2.05. 4 "Trustee Bank" means Deutsche Bank Trust Company Delaware in its individual capacity, each bank appointed as successor Owner Trustee under Article VIII in its individual capacity and each bank appointed as co-trustee under and to the extent provided in Section 8.04 in its individual capacity. "UCC" means the Uniform Commercial Code as in effect in the State of Delaware and any other applicable jurisdiction. Section 1.02. Generic Terms. (a) The terms "hereby," "hereof," "hereto," "herein," "hereunder" and any similar terms will refer to this Agreement. (b) Unless otherwise indicated in context, the terms "Section," "Exhibit" or "Schedule" will refer to a Section of, or an Exhibit or Schedule to, this Agreement. (c) Words of the masculine, feminine or neuter gender mean and include the correlative words of other genders, and words importing the singular number mean and include the plural number and vice versa. (d) The terms "include," "including" and similar terms will be construed as if followed by the phrase "without limitation." (e) All terms defined in this Agreement will have the defined meanings when used in any certificate or other document made or delivered pursuant hereto or in connection herewith unless otherwise defined therein. (f) Any agreement, instrument or statute defined or referred to herein or in any certificate or other document made or delivered pursuant hereto or in connection herewith means such agreement, instrument or statute as from time to time amended, modified or supplemented and includes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein; references to a Person are also to its permitted successors and assigns. ARTICLE II ORGANIZATION; DECLARATION OF TRUST BY THE OWNER TRUSTEE Section 2.01. Continuation of Trust; Name. The Original Trust Agreement is hereby amended and restated in its entirety. The Trust heretofore created and continued hereby is named "Capital One Multi-asset Execution Trust," under which name the Owner Trustee or the Beneficiary may conduct any activities and business of the Trust contemplated hereby, execute contracts and other instruments on behalf of the Trust and sue and be sued on behalf of the Trust. All action taken by the Owner Trustee in connection with the filing of the corrected certificates of trust referenced in the recitals to this Agreement is hereby ratified. Section 2.02. Transfer of Property to Trust; Initial Capital Contribution of Trust Estate. The Beneficiary has assigned, granted and transferred, over to the Owner Trustee, as of the date of the Original Trust Agreement, $1.00. The Owner Trustee hereby acknowledges 5 receipt in trust from the Beneficiary, as of the date of the Original Trust Agreement, of the foregoing contribution, which constituted the initial Trust Estate. Section 2.03. Purposes and Powers; Trust To Operate as a Single Purpose Entity. (a) The purpose of the Trust is to engage solely in a program of acquiring the Trust Estate and issuing Notes under the Indenture and related activities. Without limiting the generality of the foregoing, the Trust may and shall have the power and authority to: (i) acquire and hold the Trust Estate; (ii) from time to time, grant a security interest in the Trust Estate, and grant a security interest in accounts established for the benefit of indebtedness of the Trust under the Indenture; (iii) from time to time authorize and approve the issuance of, and to issue, Notes pursuant to the Indenture without limitation to aggregate amounts and, in connection therewith, determine the terms and provisions of such Notes and of the issuance and sale thereof, including the following: (A) determining the principal amount of the Notes; (B) determining the maturity date of the Notes; (C) determining the rate of interest, if any, to be paid on the Notes; (D) determining the price or prices at which such Notes will be sold by the Trust; (E) determining the provisions, if any, for the redemption of such Notes; (F) determining the form, terms and provisions of the indentures, fiscal agency agreements or other instruments under which the Notes may be issued and the banks or trust companies to act as trustees, fiscal agents and paying agents thereunder; (G) preparing and filing all documents necessary or appropriate in connection with the registration of the Notes under the Securities Act, the qualification of indentures under the Trust Indenture Act of 1939, as amended, and the qualification under any other applicable federal, foreign, state, local or other governmental requirements; (H) preparing any prospectus, offering memorandum, private placement memorandum or other descriptive material relating to the offering or issuance of the Notes; (I) listing the Notes on any United States or non-United States securities exchange; 6 (J) entering into one or more interest rate, basis or currency swaps, caps, collars, guaranteed investment contracts or other derivative agreements with counterparties to manage interest rate or currency risk relating to the Notes; (K) appointing a paying agent or agents for purposes of payments on the Notes; and (L) arranging for the underwriting, subscription, purchase or placement of the Notes and selecting underwriters, managers and purchasers or agents for that purpose; (iv) from time to time receive payments and proceeds with respect to the Trust Estate and the Indenture and either invest or distribute those payments and proceeds; (v) from time to time make deposits to and withdrawals from accounts established under the Indenture; (vi) from time to time make and receive payments pursuant to derivative agreements, supplemental credit enhancement agreements and supplemental liquidity agreements; (vii) from time to time make payments on the Notes; (viii) from time to time acquire additional collateral to be included in the Trust Estate; (ix) from time to time perform such obligations and exercise and enforce such rights and pursue such remedies as may be appropriate by virtue of the Trust being party to any of the agreements contemplated in clauses (i) through (viii) above; (x) execute, deliver and perform the Transaction Documents and all other documents, certificates and agreements necessary or incidental in connection therewith (including, without limitation, the documents listed in Section 2.03(b)); (xi) issue the Trust Certificate to the Beneficiary in accordance with Section 10.01; and (xii) subject to compliance with the Transaction Documents, engage in such other related activities as may be required or convenient in connection with conservation of the Trust Estate and the making of payments to the Noteholders and distributions to the applicable Transferor, which activities shall not be contrary to the status of the Trust as a qualified special purpose entity. In connection with any of the foregoing, the Trust may (x) execute and deliver, and/or accept, such instruments, agreements, certificates, UCC financing statements and other documents, and create such security interests, as may be necessary or desirable in connection therewith, and (y) subject to the terms of this Agreement, take such other action as may be necessary or incidental to the foregoing. 7 (b) The Trust, and each of the Beneficiary, on behalf of the Trust, and the Owner Trustee, on behalf of the Trust, is hereby authorized and shall have the power to execute and deliver from time to time loan agreements, underwriting agreements, terms agreements, selling agent agreements, purchase agreements, private placement agreements, swap and other derivative agreements, including performance agreements, indentures, indenture supplements, terms documents, notes, security agreements, and other agreements and instruments as are consistent with the purposes of the Trust. Without limiting the generality of the foregoing, the Trust, and each of the Beneficiary, on behalf of the Trust, and the Owner Trustee, on behalf of the Trust, is specifically authorized to execute and deliver without any further act, vote or approval, and notwithstanding any other provision of this Agreement, the Delaware Statutory Trust Act or other applicable law, rule or regulation, agreements, documents or securities relating to the purposes of the Trust including: (i) the Transaction Documents and each Issuer Certificate (as defined in the Indenture); (ii) the Notes; (iii) each interest rate, basis or currency swap, cap, collar, guaranteed investment contract or other derivative agreement, including agreements related thereto, between the Trust and a counterparty to manage interest rate or currency risk relating to the Notes; and (iv) the Trust Certificate; (v) any documents relating to listing securities on the Luxembourg Stock Exchange; and (vi) any other document necessary or desirable in connection with the fulfillment of the purposes of the Trust described in, and pursuant to, Section 2.03(a). The authorization set forth in the preceding sentence will not be deemed a restriction on the power and authority of the Beneficiary and the Owner Trustee, on behalf of the Trust, to execute and deliver other agreements, documents, instruments and securities or to take other actions on behalf of the Trust in connection with the fulfillment of the purposes of the Trust described in, and pursuant to, Section 2.03(a). (c) Each of the Beneficiary, on behalf of the Trust, and the Owner Trustee, at the written direction of the Beneficiary and on behalf of the Trust, is hereby authorized and shall have the power to execute and file any Periodic Filings on behalf of the Trust. (d) Either the Owner Trustee or the Beneficiary will at all times maintain the books, records and accounts of the Trust separate and apart from those of any other Person, and will cause the Trust to hold itself out as being a Person separate and apart from any other Person. (e) The Trust will not engage in any business or own any assets unrelated to the purposes of the Trust. 8 Section 2.04. Appointment of Owner Trustee. The Beneficiary hereby appoints Deutsche Bank Trust Company Delaware as Owner Trustee of the Trust effective as of the date of the Original Trust Agreement, to have all the rights, powers and duties set forth herein and in the Delaware Statutory Trust Act. Section 2.05. Declaration of Trust. The Owner Trustee hereby declares that it will hold the contribution described in Section 2.02, and the other documents and assets described in Section 2.03, together with any payments, proceeds or income of any kind from such documents or assets or any other source and any other property transferred, assigned, set over, pledged or otherwise conveyed to, and held by, the Trust pursuant to this Agreement, any Transfer and Administration Agreement, the Indenture, or any Asset Pool Supplement (collectively, the "Trust Estate"), upon the trust set forth herein and for the sole use and benefit of the Beneficiary. It is the intention of the parties hereto that the Trust constitute a statutory trust under the Delaware Statutory Trust Act and that this Agreement constitute the governing instrument of such statutory trust. The parties hereto agree that they will take no action contrary to the foregoing intention. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, in the Delaware Statutory Trust Act with respect to accomplishing the purposes of the Trust. Section 2.06. Title to Trust Estate. Title to all of the Trust Estate will be vested in the Trust as a separate legal entity until this Agreement terminates pursuant to Article VII; provided, however, that if the laws of any jurisdiction require that title to any part of the Trust Estate be vested in the trustees of a trust, then title to that part of the Trust Estate will be deemed to be vested in the Owner Trustee or any co-trustee or separate trustee, as the case may be, appointed pursuant to Article VIII. Section 2.07. Nature of Interest in the Trust Estate. The Beneficiary will not have any legal title to or right to possession of any part of the Trust Estate. Section 2.08. Continuation of Trust; Principal Office of Owner Trustee. The Owner Trustee has filed the Certificate of Trust with the Secretary of State and will maintain the Owner Trustee's principal office in the State of Delaware. Nothing herein, however, shall restrict or prohibit the Owner Trustee from having employees within or without the State of Delaware. Payments will be received by the Trust only in Delaware or New York, and payments will be made by the Trust only from Delaware or New York. The Trust will be located in Delaware and administered in Delaware and New York. Section 2.09. Tax Matters. The parties hereto intend that, for income and franchise tax purposes, the Trust will be treated as a security device and disregarded as an entity and its assets shall be treated as owned in whole by the Beneficiary, and the parties hereto will file all their tax returns in a manner consistent with that intent unless otherwise required by a taxing authority. Except as otherwise expressly provided herein, any tax elections required or permitted to be made by the Trust under the Code or otherwise will be made by the Beneficiary. The Trust will not elect to be treated as a corporation for any tax purpose. Section 2.10. Fiscal Year. The fiscal year of the Trust will end on the last day of December of each year. 9 Section 2.11. Closing. The transfer, assignment, set-over, pledge and conveyance of the Trust Estate and the initial issuance of Notes shall take place on October 9, 2002 at the offices of Orrick, Herrington & Sutcliffe LLP, 3050 K Street, N.W., Washington, D.C. 20007. Section 2.12. Books and Records. The Beneficiary agrees to record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) required to be filed with respect to the Trust Estate assigned by any Transferor pursuant to this Agreement and any Transfer and Administration Agreement, meeting the requirements of applicable law in such manner and in such jurisdictions as are necessary under the applicable UCC to perfect the transfer, assignment, set-over, pledge and conveyance of the Trust Estate to the Trust, and to deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to the Trust (excluding such amendments, which shall be delivered promptly after filing). Section 2.13. Limitation on Liability of Transferors and Others. Any Transferor and any director or officer or employee or agent of such Transferor may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunder. Any Transferor, in its capacity as such, shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its obligations under this Agreement, and that in its opinion may involve it in any expense or liability. The Beneficiary shall be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware. ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE BENEFICIARY Section 3.01. Representations and Warranties of the Beneficiary. The Beneficiary hereby represents and warrants to the Owner Trustee as of the date of this Agreement and as of each Addition Date: (a) The Beneficiary is a limited liability company duly organized, validly existing and in good standing under the laws of the Commonwealth of Virginia and has full corporate power, authority and legal right to own its properties and conduct its business as such properties are presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement and any other documents related hereto to which it is a party. (b) The Beneficiary is duly qualified to do business and is in good standing (or is exempt from such requirement) in any state required in order to conduct its business, and has obtained all necessary licenses and approvals with respect to the Beneficiary, in each jurisdiction in which failure to so qualify or to obtain such licenses or approvals would have a material adverse effect on the interests of the Noteholders hereunder or under the Indenture; provided, however, that no representation or warranty is made with respect to any qualifications, 10 licenses or approvals which the Owner Trustee or the Indenture Trustee has or may be required at any time to obtain, if any, in connection with the transactions contemplated hereby or by any other Transaction Document to which the Owner Trustee or the Indenture Trustee, as the case may be, is a party. (c) The execution and delivery by the Beneficiary of this Agreement and the consummation by the Beneficiary of the transactions provided for in this Agreement and in the other Transaction Documents to which the Beneficiary is a party have been duly authorized by the Beneficiary by all necessary company action on its part and each of this Agreement and the other Transaction Documents to which the Beneficiary is a party will remain, from the time of its execution, an official record of the Beneficiary; the Beneficiary has the power and authority to assign the property to be assigned to and deposited with the Trust. (d) The execution and delivery by the Beneficiary of this Agreement, the performance by the Beneficiary of the transactions contemplated by this Agreement and the fulfillment of the terms hereof will not conflict with, result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust, or other instrument to which the Beneficiary is a party or by which it or any of its properties are bound (other than violations of such indentures, contracts, agreements, mortgages, deeds of trust or other instruments which, individually or in the aggregate, would not have a material adverse effect on the Beneficiary's ability to perform its obligation under this Agreement). (e) The execution and delivery by the Beneficiary of this Agreement, the performance by the Beneficiary of the transactions contemplated by this Agreement and the fulfillment by the Beneficiary of the terms hereof will not conflict with or violate any Requirements of Law applicable to the Beneficiary. (f) There are no proceedings or investigations pending or, to the Beneficiary's knowledge, threatened against the Beneficiary before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over the Beneficiary or its properties (i) asserting the invalidity of this Agreement or any of the Transaction Documents, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents, (iii) seeking any determination or ruling that, in the reasonable judgment of the Beneficiary, would materially and adversely affect the performance by the Beneficiary of its obligations under this Agreement or the Transaction Documents, or (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement or the Transaction Documents. ARTICLE IV DISTRIBUTIONS OF FUNDS Section 4.01. Distribution of Funds. All funds received by the Trust to the extent not encumbered by the Indenture and otherwise available for distribution (or if 11 encumbered by the Indenture, which have been released by the relevant parties benefiting from such encumbrance) will be distributed to the Beneficiary. Section 4.02. Payments from Trust Estate Only. All payments to be made by the Trust under this Agreement will be made only from the income and the capital proceeds derived from the Trust Estate and only to the extent that the Trust will have received income or capital proceeds from the Trust Estate. The Beneficiary agrees that it will look solely to the income and capital proceeds derived from the Trust Estate (to the extent available for payment as herein provided) and that, except as specifically provided herein, the Owner Trustee will not be subject to any liability in its individual capacity under this Agreement to the Beneficiary or to any other Person. Section 4.03. Method of Payment. All amounts payable to the Beneficiary pursuant to this Agreement will be paid by the Owner Trustee on behalf of the Trust to the Beneficiary or a nominee therefor in such manner as the Beneficiary may from time to time designate in written instructions to the Owner Trustee. All funds received by the Owner Trustee on behalf of the Trust not later than 2:00 p.m. (New York City time) on a Business Day will be applied by the Owner Trustee on that Business Day. Funds received after that time will be applied on the next following Business Day. Section 4.04. Establishment of Account. The Beneficiary hereby authorizes the Owner Trustee to establish and maintain an account on behalf of the Trust into which all funds received by the Owner Trustee on behalf of the Trust shall be deposited. Such account shall be designated the Beneficiary Trust Account. Section 4.05. Transferor Interest; Transferor Certificates. (a) The Transferors shall hold an undivided beneficial interest in the Trust Estate, having such rights as are set forth in this Agreement and the other Transaction Documents (such undivided beneficial interest, the "Transferor Interest"). Such Transferor Interest includes the right to receive amounts specified in the Indenture, any Asset Pool Supplement or any Transfer and Administration Agreement to be distributed to the holders of the Transferor Interest. (b) At the election of each Transferor (which election may, from time to time, be changed or otherwise revised by the applicable Transferor upon written notice by such Transferor to the Owner Trustee), a Transferor Certificate representing all or a portion of such Transferor's interest in the Transferor Interest may be issued to such electing Transferor in registered form, substantially in the form attached as Exhibit C (each, a "Transferor Certificate"). No Transferor Certificate shall entitle its holder to any benefit under this Agreement, or be valid for any purpose, unless there shall appear on such Transferor Certificate a certificate of authentication substantially in the form provided in Exhibit C, executed by the Owner Trustee or the Owner Trustee's authentication agent, by manual signature; such authentication shall constitute conclusive evidence that the Certificate shall have been duly authenticated and delivered hereunder. Each Transferor Certificate shall be dated the date of its authentication. 12 (c) To the fullest extent permitted by applicable law, neither the Transferor Certificates (or any interest therein) nor the Transferor Interest (or any interest therein) may be sold, transferred, assigned, participated, pledged or otherwise disposed of to any Person; provided, however, that a Transferor Certificate (or any interest therein) may be sold, transferred, assigned, participated, pledged or otherwise disposed of if the transferor thereof has provided the Owner Trustee and the Indenture Trustee with a Master Trust Tax Opinion and an Issuer Tax Opinion relating to such sale, transfer, assignment, participation, pledge or other disposition. (d) If (i) a mutilated Transferor Certificate shall be surrendered to the Owner Trustee, or if the Owner Trustee shall receive evidence to its satisfaction of the destruction, loss or theft of a Transferor Certificate and (ii) in the case of a destroyed, lost or stolen Transferor Certificate, there shall be delivered to the Owner Trustee (as such and in its individual capacity) such security or indemnity as may be required by it to save it harmless, then the Owner Trustee on behalf of the Trust shall execute and the Owner Trustee shall authenticate and deliver, in exchange for or in lieu of the mutilated, destroyed, lost or stolen Transferor Certificate, a new Transferor Certificate of like tenor and denomination. In connection with the issuance of any new Transferor Certificate under this Section 4.05(d), the Owner Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge or expense that may be imposed in connection therewith. Any duplicate Transferor Certificate issued pursuant to this Section 4.05(d) shall constitute conclusive evidence of ownership in the Trust, as if originally issued, whether or not the lost, stolen or destroyed Transferor Certificate shall be found at any time. ARTICLE V DUTIES OF THE OWNER TRUSTEE Section 5.01. Action Upon Instructions. (a) It is the intention of the Beneficiary that the powers and duties of the Owner Trustee are to be purely ministerial only. Accordingly, subject to Section 5.01(b) and 5.01(c), and Article XII, the Beneficiary will direct the Owner Trustee in the management of the Trust and the Trust Estate. Such direction shall be exercised at any time only by written instruction of the Beneficiary delivered to the Owner Trustee pursuant to this Article V. Notwithstanding any other provision of this Agreement, the Owner Trustee shall not take any action including but not limited to the execution of any documents, certificates or other instruments (other than the Transaction Documents and any documents, certificates or other instruments attached thereto or contemplated thereby), unless it receives written instructions from the Beneficiary. (b) The Owner Trustee will take such action or actions as may be specified in any instructions delivered in accordance with Section 5.01(a); provided, however, that the Owner Trustee will not be required to take any such action if the Trustee Bank will have been advised by counsel that such action (i) is contrary to the terms hereof or of any document contemplated hereby to which the Trust or the Owner Trustee is a party or is otherwise contrary to law, or (ii) is reasonably likely to result in liability on the part of the Trustee Bank, unless the Trustee Bank will have received additional indemnification or security satisfactory to the Trustee Bank from the Beneficiary against all costs, expenses and liabilities arising from the Owner Trustee's taking such action. 13 (c) The Beneficiary will not direct the Owner Trustee to take or refrain from taking any action contrary to this Agreement, nor will the Owner Trustee be obligated to follow any such direction. (d) In the event that the Owner Trustee is unsure as to the application of any provision of this Agreement or any Transaction Document, or such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action to be adopted, the Owner Trustee will promptly give notice to the Beneficiary requesting written instructions as to the course of action to be adopted and, to the extent the Owner Trustee acts in good faith in accordance with such written instructions received from the Beneficiary, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee will not have received appropriate written instructions within 30 days of such notice (or within such shorter period of time as reasonably may be specified in such notice) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement, as it deems to be in the best interests of the Beneficiary, and will have no liability to any Person for such action or inaction. (e) The Owner Trustee will, subject to this Section 5.01, act in accordance with the instructions given to it by the Beneficiary pursuant to Section 5.01(b), and to the extent the Owner Trustee acts in good faith in accordance with such instructions, the Owner Trustee will not be liable on account of such action to any Person. Section 5.02. No Duty to Act Under Certain Circumstances. Notwithstanding anything contained herein to the contrary, neither the Trustee Bank nor the Owner Trustee, except a Trustee Bank authorized as co-trustee, will be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action would (i) require the consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or governmental charge under the laws of any jurisdiction or any political subdivisions thereof in existence on the date hereof other than the State of Delaware becoming payable by the Trustee Bank; or (iii) subject the Trustee Bank to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by the Trustee Bank or the Owner Trustee, as the case may be, contemplated hereby. The Owner Trustee shall be entitled to obtain advice of counsel (which advice shall be at the expense of the Beneficiary) to determine whether any action required to be taken pursuant to this Agreement results in the consequences described in clauses (i), (ii) and (iii) of the preceding sentence. In the event that said counsel advises the Owner Trustee that such action will result in such consequences, the Owner Trustee may, or if instructed to do so by the Beneficiary, shall, appoint an additional trustee pursuant to Section 8.04 hereby to proceed with such action. Section 5.03. No Duties Except Under Specified Agreements or Instructions. (a) The Owner Trustee will not have any duty or obligation to manage, control, use, make any payment in respect of, register, record, insure, inspect, sell, dispose of, create, maintain or perfect any security interest or title in or otherwise deal with any part of the 14 Trust Estate, prepare, file or record any document or report (including any tax related filing for any holder of Notes), or to otherwise take or refrain from taking any action under, or in connection with, this Agreement, the Trust or any document contemplated hereby to which the Trust or the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in written instructions from the Beneficiary received pursuant to Section 5.01; and no implied duties or obligations will be read into this Agreement against the Owner Trustee. Unless otherwise directed by the Beneficiary in accordance with Section 5.01(a), the Owner Trustee shall have no obligation or duty to take any action the Trust is authorized and empowered to take pursuant to Section 2.03(a). The Owner Trustee nevertheless agrees that it will, in its individual capacity and at its own cost and expense, promptly take all action as may be necessary to discharge any lien, pledge, security interest or other encumbrance on any part of the Trust Estate which results from actions by or claims against the Trustee Bank not related to the ownership of any part of the Trust Estate. (b) The Owner Trustee agrees that it will not manage, control, use, lease, sell, dispose of or otherwise deal with any part of the Trust Estate except (i) in accordance with the powers granted to, or the authority conferred upon, the Owner Trustee pursuant to this Agreement, or (ii) in accordance with the express terms hereof or with written instructions from the Beneficiary pursuant to Section 5.01. Unless otherwise directed by the Beneficiary in accordance with Section 5.01(a), the Owner Trustee shall not be required to perform any obligations or duties of the Trust under the Indenture, which duties and obligations shall be the sole responsibility of the Beneficiary. Section 5.04. Trust Operation. The operations of the Trust will be conducted in accordance with the following standards: (a) the Trust will act solely in its own name through the Owner Trustee or the Beneficiary; (b) the Trust will not incur any indebtedness for money borrowed or incur any obligations except in connection with the purposes set forth in Section 2.03 of this Agreement; (c) the Trust's funds and assets will at all times be maintained separately from those of the Beneficiary and its affiliates; (d) the Trust will take all reasonable steps to continue its identity as a separate legal entity and to make it apparent to third persons that it is an entity with assets and liabilities distinct from those of the Beneficiary, the Beneficiary's affiliates or any other third person, and will use stationery and other business forms of the Owner Trustee or the Trust and not that of the Beneficiary or any of its affiliates, and will use its best efforts to avoid the appearance (i) of conducting business on behalf of the Beneficiary or any affiliates thereof, or (ii) that the assets of the Trust are available to pay the creditors of the Beneficiary or any affiliates thereof; (e) the Trust will not hold itself out as being liable for the debts of the Beneficiary or any affiliates thereof; (f) the Trust will not engage in any transaction with the Beneficiary or any affiliates thereof, except as required, or specifically permitted, by this Agreement or unless such 15 transaction is otherwise on terms neither more favorable nor less favorable than the terms and conditions available at the time to the Trust for comparable transactions with other Persons; and (g) to the fullest extent permitted by applicable law, the Trust will not enter into any voluntary bankruptcy or insolvency proceeding without a finding by the Owner Trustee that the Trust's liabilities exceed its assets or that the Trust is unable to pay its debts in a timely manner as they become due. Section 5.05. Execution of Documents. The Owner Trustee will, at the written direction of the Beneficiary, execute and deliver on behalf of the Trust such instruments, agreements and certificates contemplated hereby to which the Trust is a party (such direction to be conclusively evidenced by the Owner Trustee's execution and delivery of such documents to, and acceptance by, the Beneficiary or its counsel). The Beneficiary hereby instructs the Owner Trustee to execute, on behalf of the Trust, the Transaction Documents to which the Trust is a party and any documents, certificates or other instruments attached thereto or contemplated thereby. ARTICLE VI CONCERNING THE TRUSTEE BANK Section 6.01. Acceptance of Trust and Duties. The Trustee Bank accepts the trust hereby created and agrees to perform the same but only upon the terms of this Agreement. The Trustee Bank also agrees to disburse all moneys actually received by it constituting part of the Trust Estate in accordance with the terms of this Agreement. The Trustee Bank will not be answerable or accountable under any circumstances in its individual capacity, except (i) for its own willful misconduct, bad faith or negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.07, (iii) for the failure by the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 5.03(a), or (iv) for taxes, fees or other charges on, based on or measured by, any fees, commissions or other compensation earned by the Trustee Bank for acting as trustee hereunder. In particular, but not by way of limitation: (a) The Trustee Bank will not be personally liable for any error of judgment made in good faith by an authorized officer of the Owner Trustee so long as the same will not constitute negligence, bad faith or willful misconduct; (b) The Trustee Bank will not be personally liable with respect to any action taken or omitted to be taken by the Owner Trustee in good faith in accordance with the instructions of the Beneficiary; (c) No provision of this Agreement or any Transaction Document will require the Trustee Bank to expend or risk its personal funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder, if the Trustee Bank will have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it, including such advances as the Trustee Bank may reasonably request; 16 (d) Under no circumstance will the Trustee Bank be personally liable for the accuracy or performance of any representation, warranty, covenant, agreement or other obligation, including any indebtedness, of the Trust; (e) The Trustee Bank will not be personally responsible or liable for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Beneficiary or with respect to any agreement entered into by the Trust; (f) Under no circumstances will the Trustee Bank be responsible or liable for the action or inaction of the Beneficiary, nor will the Trustee Bank be responsible for monitoring the performance of the Beneficiary's duties hereunder or of any other Person acting for or on behalf of the Trust; (g) In no event shall the Trustee Bank be personally liable for special, consequential or punitive damages unless such damages result from its willful misconduct, bad faith or negligence, for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories, for the acts or omissions of brokers or dealers, and for any losses due to forces beyond the control of the Trustee Bank, including strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services. The Trustee Bank shall have no responsibility for the accuracy of any information provided to the Beneficiary or any other Person that has been obtained from, or provided to the Trustee Bank by, any other Person; (h) The Trustee Bank shall not be liable for the default or misconduct of the Indenture Trustee under any of the Transaction Documents or otherwise, and the Trustee Bank shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the Transaction Documents, in each case that are required to be performed by the Indenture Trustee under the Indenture; and (i) The Trustee Bank shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Transaction Document, at the request, order or direction of the Beneficiary, unless the Beneficiary has offered to the Trustee Bank security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Trustee Bank therein or thereby. The right of the Trustee Bank to perform any discretionary act enumerated in this Agreement or in any Transaction Document shall not be construed as a duty, and the Trustee Bank shall not be answerable for other than its negligence or willful misconduct in the performance of any such act. Section 6.02. Furnishing of Documents. The Owner Trustee will furnish to the Beneficiary, within a reasonable time under the circumstances after receipt thereof, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Owner Trustee with respect to the Trust or the Trust Estate. Section 6.03. No Representations and Warranties as to the Trust Estate. The Owner Trustee makes no representation or warranty as to, and shall not be liable for, the title, 17 value, condition, design, operation, merchantability or fitness for use of the Trust Estate (or any part thereof) or any other representation or warranty, express or implied, whatsoever with respect to the Trust Estate (or any part thereof) except that the Owner Trustee, in its individual capacity, hereby represents and warrants to the Beneficiary that it will comply with the last sentence of Section 5.03(a). Section 6.04. Signature of Returns. The Beneficiary will sign on behalf of the Trust any Periodic Filings of the Trust or other documents relating to the Trust prepared by, or on behalf of, the Beneficiary. Section 6.05. Reliance; Advice of Counsel. The Owner Trustee will incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any entity as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Owner Trustee may for all purposes rely on an officer's certificate of the relevant party, as to such fact or matter, and such officer's certificate will constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. In the administration of the Trust, the Owner Trustee may, at the expense of the Trust (i) execute the trust or any of the powers hereof and perform its powers and duties hereunder directly or through agents or attorneys, and the Owner Trustee will not be liable for the default or misconduct of any agent or attorney selected by the Owner Trustee with reasonable care; and (ii) consult with counsel, accountants and other skilled persons to be selected with reasonable care and employed by it, and the Owner Trustee will not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. Section 6.06. Not Acting in Individual Capacity. Except as provided in this Article VI, in accepting the trust hereunder the Trustee Bank acts solely as Owner Trustee hereunder and not in its individual capacity; and all Persons having any claim against the Trust or the Owner Trustee, whether by reason of the transactions contemplated by this Agreement or otherwise, will look only to the Trust Estate (or a part thereof, as the case may be) for payment or satisfaction thereof, except as specifically provided in this Article VI. Section 6.07. Representations and Warranties. The Trustee Bank, other than a Trustee Bank appointed as a co-trustee, hereby represents and warrants to the Beneficiary that: (a) The Trustee Bank is a Delaware banking corporation duly organized and validly existing in good standing under the laws of the State of Delaware. The Trustee Bank has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement. (b) The Trustee Bank has taken all corporate action necessary to authorize the execution and delivery by it of this Agreement, and this Agreement will be executed and 18 delivered by one of its officers who is duly authorized to execute and deliver this Agreement on its behalf. (c) Neither the execution nor the delivery by it of this Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by the Trustee Bank with any of the terms or provisions hereof will contravene any federal or Delaware law, governmental rule or regulation governing the banking or trust powers of the Owner Trustee or any judgment or order binding on the Trustee Bank, or constitute any default under its charter documents or by-laws or any indenture, mortgage, contract, agreement or instrument to which the Trustee Bank is a party or by which the Trustee Bank or any of the Trustee Bank's properties may be bound. (d) The Trustee Bank complies with all of the requirements of Chapter 38, Title 12 of the Delaware Code relating to the qualification of a trustee of a Delaware statutory trust. ARTICLE VII TERMINATION OF TRUST AGREEMENT Section 7.01. Termination of Trust Agreement. (a) The Trust shall dissolve upon the final distribution by the Owner Trustee of all moneys or other property or proceeds of the Trust Estate in accordance with the Delaware Statutory Trust Act. Any money or other property held as part of the Trust Estate following such distribution shall be distributed to the Beneficiary. The bankruptcy, liquidation, dissolution, termination, death or incapacity of the Beneficiary shall not (x) operate to terminate this Agreement or the Trust, or (y) entitle the Beneficiary's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Trust Estate or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) The Beneficiary shall not be entitled to revoke or terminate the Trust. (c) Upon completion of the winding up of the Trust in accordance with the Delaware Statutory Trust Act, the Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Delaware Statutory Trust Act and thereupon the Trust and this Agreement (other than Article XI) shall terminate. ARTICLE VIII SUCCESSOR OWNER TRUSTEES, CO-TRUSTEES AND SEPARATE OWNER TRUSTEES Section 8.01. Resignation and Removal of the Owner Trustee; Appointment of Successors. Upon the occurrence of a Disqualification Event with respect to the Owner Trustee, the Beneficiary shall appoint a successor Owner Trustee by an instrument signed by the 19 Beneficiary. If a successor Owner Trustee has not been appointed within 30 days after the giving of written notice of such resignation or the delivery of the written instrument with respect to such removal, the Owner Trustee or the Beneficiary may apply to any court of competent jurisdiction to appoint a successor Owner Trustee to act until such time, if any, as a successor Owner Trustee has been appointed as above provided. Any successor Owner Trustee so appointed by such court will immediately and, except as provided in Section 8.02 below, without further act be superseded by any successor Owner Trustee appointed as above provided within one year from the date of the appointment by such court. The Owner Trustee may resign at any time without cause by giving at least thirty (30) days prior written notice to the Beneficiary. No such removal or resignation shall become effective until a successor Owner Trustee, however appointed, becomes vested as Owner Trustee hereunder pursuant to Section 8.02. The Beneficiary will notify the Note Rating Agencies promptly after the resignation or removal of the Owner Trustee and promptly after the appointment of a successor Owner Trustee. Section 8.02. Transfer Procedures. Any successor Owner Trustee, however appointed, will execute and deliver to the predecessor Owner Trustee an instrument accepting such appointment, and such other documents of transfer as may be necessary, and thereupon such successor Owner Trustee, without further act, will become vested with all the estates, properties, rights, powers, duties and trust of the predecessor Owner Trustee in the trust hereunder with like effect as if originally named an Owner Trustee herein and the predecessor Owner Trustee will be fully discharged of its duties and obligations to serve as Owner Trustee hereunder. The predecessor Owner Trustee shall promptly deliver to the successor Owner Trustee all documents, statements and monies held by it under this Agreement. The successor Owner Trustee shall promptly file an amendment to the Certificate of Trust with the Secretary of State identifying the name and principal place of business of such successor Owner Trustee in the State of Delaware. Section 8.03. Qualification of Owner Trustee. Any Owner Trustee will at all times (i) be a trust company or a banking corporation under the laws of its state of incorporation or a national banking association, having all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on a trust business in the State of Delaware, (ii) comply with Section 3807 (and any other applicable Section) of the Delaware Statutory Trust Act, (iii) have a combined capital and surplus of not less than $50,000,000 (or have its obligations and liabilities irrevocably and unconditionally guaranteed by an affiliated Person having a combined capital and surplus of at least $50,000,000) and (iv) have (or have a parent which has) a rating of at least Baa3 by Moody's, at least BBB- by Standard & Poor's or, if not rated, otherwise satisfactory to each Note Rating Agency. Section 8.04. Co-trustees and Separate Owner Trustees. Whenever the Owner Trustee or the Beneficiary shall deem it necessary or prudent in order either to conform to any law of any jurisdiction in which all or any part of the Trust Estate shall be situated or to make any claim or bring any suit with respect to the Trust Estate, or whenever the Owner Trustee or the Beneficiary shall be advised by counsel satisfactory to them that such action is necessary or prudent, the Owner Trustee and the Beneficiary shall execute and deliver an agreement supplemental hereto and all other instruments and agreements, and shall take all other actions, necessary or proper to appoint one or more Persons either as co-trustee or co-trustees jointly with the Owner Trustee of all or any part of the Trust Estate, or as a separate trustee or separate 20 trustees of all or any part of the Trust Estate, and to vest in such Persons, in such capacity, such title to the Trust Estate or any part thereof, and such rights or duties, as may be necessary or desirable, all for such period and under such terms and conditions as are satisfactory to the Owner Trustee and the Beneficiary. In case a Disqualification Event shall occur with respect to any such co-trustee or separate trustee, the title to the Trust Estate and all rights and duties of such co-trustee or separate trustee shall, so far as permitted by law, vest in and be exercised by the Owner Trustee, without the appointment of a successor to such co-trustee or separate trustee. ARTICLE IX AMENDMENTS Section 9.01. Amendments. (a) This Agreement may be amended from time to time, by a written instrument executed by the Owner Trustee, at the written direction of the Beneficiary, and the Beneficiary, without the consent or the entitlement to vote of the Indenture Trustee or any Noteholders, upon issuance of a Master Trust Tax Opinion and an Issuer Tax Opinion to the Master Trust Trustee and the Indenture Trustee, which shall not be an expense of the Owner Trustee or the Trustee Bank; provided, however, that the Trust shall deliver to the Indenture Trustee and the Owner Trustee an officer's certificate to the effect that the Trust reasonably believes that such amendment will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future; provided further, however, that such amendment will not significantly change the permitted activities of the Trust as set forth in Section 2.03. The Owner Trustee shall not be responsible for determining whether any such amendment to this Agreement will significantly change the permitted activities of the Trust as set forth in Section 2.03. (b) This Agreement may also be amended from time to time, by a written instrument executed by the Owner Trustee, at the written direction of the Beneficiary, and the Beneficiary, with prior written notice to each Note Rating Agency, upon issuance of a Master Trust Tax Opinion and an Issuer Tax Opinion to the Master Trust Trustee, the Owner Trustee and the Indenture Trustee and (A) in the case of a significant change to Section 2.03(a) which the Trust reasonably believes will not have an Adverse Effect, with the consent of holders of a majority of the Outstanding Dollar Principal Amount of each Series, Class or Tranche of Notes affected by such change, and (B) in all other cases, with the consent of holders of not less than 662/3% of the Outstanding Dollar Principal Amount of each Series, Class or Tranche of Notes affected by such change; provided, however, that, without the consent of the holders of all of the Notes then outstanding, no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments in respect of the Trust Estate or distributions that are required to be made for the benefit of the Noteholders or (b) reduce the aforesaid percentage of the Outstanding Dollar Principal Amount of the Notes, the holders of which are required to consent to any such amendment. (c) Promptly after the execution of any such amendment or consent, the Beneficiary, on behalf of the Trust, shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee and each Note Rating Agency. 21 (d) It shall not be necessary for the consent of the Noteholders pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. (e) Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. (f) The Owner Trustee shall be entitled to receive, and shall be fully protected in relying upon, an officer's certificate of the Trust to the effect that the conditions to such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee's own rights, duties or immunities under this Agreement or otherwise. ARTICLE X BENEFICIAL INTERESTS AND CERTIFICATES Section 10.01. Issuance of Trust Certificates. (a) Promptly following the execution and delivery of this Agreement, the Owner Trustee on behalf of the Trust will issue and deliver to the Beneficiary a certificate of beneficial ownership of the Trust Estate substantially in the form of Exhibit A hereto (the "Trust Certificate") evidencing the Beneficiary's Beneficial Interest in the Trust. The Beneficiary, in its capacity as the holder of the Trust Certificate, (i) shall be the sole beneficial owner of the Trust and (ii) shall be bound by the provisions of this Agreement. (a) Concurrently with the execution of this Agreement, the Owner Trustee shall cause a single Trust Certificate to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of Capital One Funding, as a Transferor, signed by any Vice President or more senior officer of such Transferor, without further corporate action by such Transferor. The Trust Certificate shall not entitle its holder to any benefit under this Agreement, or be valid for any purpose, unless there shall appear on the Trust Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Owner Trustee's authentication agent, by manual signature; such authentication shall constitute conclusive evidence that the Trust Certificate shall have been duly authenticated and delivered hereunder. A Trust Certificate bearing the manual signature of an individual who was, at the time when such signature was affixed, an authorized officer will bind the Trust, notwithstanding that such individual has ceased to be so authorized prior to the delivery of such Trust Certificate. The Trust Certificate will be dated the date of its authentication. (b) The Beneficiary will be entitled to all rights provided to it under this Agreement and in the Trust Certificate and will be subject to the terms and conditions contained in this Agreement and in the Trust Certificate. (c) The Owner Trustee will maintain at its office referred to in Section 2.08, or at the office of any agent appointed by it and approved in writing by the Beneficiary, a register for the registration of the Trust Certificate. Such register will show the name and address of the 22 holder of the Trust Certificate, and the Owner Trustee will treat such register as definitive and binding for all purposes hereunder. (d) When the Trust Certificate is duly executed and issued by the Trust and duly authenticated by the Owner Trustee in accordance with this Agreement, the Trust Certificate will be fully paid, validly issued, non-assessable and entitled to the benefits of this Agreement. Section 10.02. Beneficial Interest; Prohibitions on Transfer. (a) The Beneficial Interest will initially be beneficially owned by Capital One Funding. Transfers of all or a portion of the Beneficial Interest and the Trust Certificate may be made between Capital One Funding and any other Person who is an Affiliate of Capital One Funding (a "Permitted Affiliate Transferee") upon delivery to the Master Trust Trustee and the Owner Trustee of a Master Trust Tax Opinion and an Issuer Tax Opinion with respect to such transfer. The Beneficiary may not sell, participate, transfer, assign, exchange or otherwise pledge or convey all or any part of its right, title and interest in and to the Trust Certificate or its Beneficial Interest to any other Person, except to any Permitted Affiliate Transferee. Any purported transfer by the Beneficiary of all or any part of its right, title and interest in and to the Trust Certificate to any Person will be effective only upon the issuance of a Master Trust Tax Opinion and an Issuer Tax Opinion to the Master Trust Trustee and the Owner Trustee, which will not be an expense of the Owner Trustee or the Trustee Bank. Any purported transfer by the Beneficiary of all or any part of its right, title and interest in and to the Trust Certificate which is not in compliance with the terms of this Section 10.02 will be null and void. (b) The Trust Certificate will bear a legend setting forth the restriction on the transferability of the Beneficial Interest substantially as follows: "THIS CERTIFICATE MAY NOT BE TRANSFERRED, ASSIGNED, EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE TRUST AGREEMENT REFERRED TO BELOW. IN ADDITION, THE BENEFICIAL INTEREST IN THE TRUST REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER HEREOF UNLESS SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT, THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED AND APPLICABLE STATE SECURITIES LAWS." (c) The Owner Trustee shall not be required to ascertain whether any purported transfer of the Beneficial Interest and the Trust Certificate complies with the Securities Act. Section 10.03. Lost or Destroyed Trust Certificate. If the Trust Certificate shall become mutilated, destroyed, lost or stolen, the Owner Trustee on behalf of the Trust will, upon 23 the written request of the Beneficiary, and compliance with all applicable terms of this paragraph, execute and deliver to such holder in replacement thereof a new Trust Certificate dated the same date as on the Trust Certificate so mutilated, destroyed, lost or stolen. If the Trust Certificate being replaced has been mutilated, destroyed, lost or stolen, the Beneficiary will furnish to the Owner Trustee such security or indemnity as may be required by the Owner Trustee to save the Owner Trustee harmless from any damage, loss or liability in connection with such Trust Certificate, and the Owner Trustee may require from the Beneficiary payment of a sum to reimburse the Owner Trustee for, or to provide funds for, the payment of any costs, fees and expenses and any tax or other governmental charge in connection therewith and any charges paid or payable by the Owner Trustee. ARTICLE XI COMPENSATION OF TRUSTEE BANK AND INDEMNIFICATION Section 11.01. Trustee Bank Fees and Expenses. The Transferors will pay to the Trustee Bank all fees and other charges described in a separate fee agreement dated as of the date hereof between the Transferors and the Trustee Bank promptly when due thereunder and reimburse the Trustee Bank for all other reasonable out-of-pocket costs and expenses (including reasonable fees and expenses of counsel) incurred by it in connection with its acting as Owner Trustee of the Trust. Except to the extent specifically provided in Section 606 of the Indenture, payment of such fees and expenses will not be a recourse obligation of the Issuer. Section 11.02. Indemnification. To the fullest extent permitted by law, each Transferor hereby agrees, severally and not jointly, whether or not any of the transactions contemplated by this Agreement will be consummated, to assume liability for, and hereby indemnifies, protects, saves and keeps harmless the Trustee Bank and its officers, directors, successors, assigns, legal representatives, agents and servants (each an "Indemnified Person"), from and against any and all liabilities, obligations, losses, damages, penalties, taxes, claims, actions, investigations, proceedings, costs, expenses or disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever which may be imposed on, incurred by or asserted at any time against an Indemnified Person (whether or not also indemnified against by any other Person) in any way relating to or arising out of this Agreement or any other related documents or the enforcement of any of the terms of any thereof, the administration of the Trust Estate or the action or inaction of the Owner Trustee, or the Trustee Bank under this Agreement, and the manufacture, purchase, acceptance, nonacceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return or other disposition of any property (including any strict liability, any liability without fault and any latent and other defects, whether or not discoverable), except, in any such case, to the extent that any such liabilities, obligations, losses, damages, penalties, taxes, claims, actions, investigations, proceedings, costs, expenses and disbursements are the result of any of the matters described in the third sentence of Section 6.01; provided, however, that the applicable Transferor or Transferors shall not be liable for or required to indemnify an Indemnified Person from and against expenses arising or resulting from (i) the Indemnified Party's own willful misconduct, bad faith or negligence, or (ii) the inaccuracy of any representation or warranty contained in Section 6.07 made by the Indemnified Person. 24 In case any such action, investigation or proceeding will be brought involving an Indemnified Person, the applicable Transferor or Transferors will assume the defense thereof, including the employment of counsel and the payment of all expenses. The Trustee Bank will have the right to employ separate counsel in any such action, investigation or proceeding and to participate in the defense thereof and the reasonable counsel fees and expenses of such counsel will be paid by the applicable Transferor or Transferors. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this Section, the Trustee Bank's choice of legal counsel shall be subject to the approval of the Beneficiary, which approval shall not be unreasonably withheld. Except to the extent specifically provided in Section 606 of the Indenture, the payment of such indemnified amounts will not be a recourse obligation of the Issuer. The indemnification set forth herein will survive the termination of this Agreement and the resignation or removal of the Trustee Bank. ARTICLE XII MISCELLANEOUS Section 12.01. Conveyance by the Owner Trustee is Binding. Any sale or other conveyance of any part of the Trust Estate by the Owner Trustee on behalf of the Trust made pursuant to the terms of this Agreement will bind the Beneficiary and will be effective to transfer or convey all beneficial interest of the Owner Trustee and Beneficiary in and to such part of the Trust Estate, as the case may be. No purchaser or other grantee will be required to inquire as to the authorization, necessity, expediency or regularity of such sale or conveyance or as to the application of any sale or other proceeds with respect thereto by the Owner Trustee or the officers. Section 12.02. Instructions; Notices. All instructions, notices, requests or other communications ("Deliveries") desired or required to be given under this Agreement will be in writing and will be sent by (a) certified or registered mail, return receipt requested, postage prepaid, (b) national prepaid overnight delivery service, (c) telecopy or other facsimile transmission or (d) personal delivery, with receipt acknowledged in writing, to the following addresses: (i) if to Capital One Funding: Capital One Funding, LLC 140 East Shore Drive, Room 1048 Glen Allen, Virginia 23059 Facsimile: (804) 967-1000 (ii) if to the Owner Trustee: Deutsche Bank Trust Company Delaware E.A. Delle Donne Corporate Center Montgomery Building 25 1011 Centre Road Wilmington, Delaware 19805-1266 Attention: Corporate Trust Administration Facsimile: (302) 636-3222 with a copy to: Deutsche Bank Trust Company Delaware c/o DB Services New Jersey Inc. 100 Plaza One, MS JCY 03-0606 Jersey City, New Jersey 07311 Attention: Corporate Trust and Agency Group All Deliveries will be deemed given when actually received or refused by the party to whom the same is directed (except to the extent sent by certified or registered mail, return receipt requested, postage prepaid, in which event such Deliveries will be deemed given three days after the date of mailing and except to the extent sent by telecopy or other facsimile transmission, in which event such Deliveries will be deemed given when answer back is received). Either party may designate a change of address or supplemental address by notice to the other party, given at least fifteen (15) days before such change of address is to become effective. Section 12.03. Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction will not invalidate or render unenforceable any provision hereof in any other jurisdiction. Section 12.04. Limitation of Liability. (a) To the fullest extent permitted by applicable law, neither the Beneficiary nor any officer, director, employee, agent, partner, shareholder, trustee or principal of the Beneficiary, the Trust or any Person owning, directly or indirectly, any legal or beneficial interest in the Beneficiary, will have any liability or obligation with respect to the Trust or the performance of this Agreement or any other agreement, document or instrument executed by the Trust, and the creditors of the Trust and all other Persons will look solely to the Trust Estate for the satisfaction of any claims with respect thereto. The foregoing limitation of liability is subject to Section 12.06 and is in addition to, and not exclusive of, any limitation of liability applicable to the Persons referred to above by operation of law. (b) All agreements entered into by the Trust under which the Trust would have any material liability will contain an exculpatory provision substantially to the following effect: Neither any trustee nor any beneficiary of Capital One Multi-asset Execution Trust nor any of their respective officers, directors, employers or agents will have any liability with respect to this agreement, and recourse may be had solely to the assets of Capital One Multi-asset Execution Trust with respect thereto. 26 Section 12.05. Separate Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered will be an original, but all such counterparts will together constitute but one and the same instrument. Section 12.06. Successors and Assigns. All covenants and agreements contained herein will be binding upon, and inure to the benefit of, the Owner Trustee and its successors and assigns and the Beneficiary and its successors and permitted assigns, all as herein provided. Any request, notice, direction, consent, waiver or other instrument or action by the Beneficiary will bind the successors and assigns of the Beneficiary. Section 12.07. Headings. The headings of the various Sections herein are for convenience of reference only and will not limit any of the terms or provisions herein. Section 12.08. Governing Law. THIS AGREEMENT WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES OF SUCH STATE Section 12.09. Nonpetition Covenants. To the fullest extent permitted by applicable law, notwithstanding any prior termination of the Trust or this Agreement, the Owner Trustee and the Beneficiary, by its acceptance of the Beneficial Interest, shall not at any time with respect to the Trust, the Beneficiary, any applicable Master Trust or any applicable Transferor, acquiesce, petition or otherwise invoke or cause the Trust, the Beneficiary, any applicable Master Trust or any applicable Transferor to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Trust, the Beneficiary, any applicable Master Trust or any applicable Transferor under any Federal or state bankruptcy, insolvency or similar law or appointing a receiver, conservator, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Trust, the Beneficiary, any applicable Master Trust or any applicable Transferor or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Trust, the Beneficiary, any applicable Master Trust or any applicable Transferor; provided, that this Section 12.09 shall not operate to preclude any remedy described in Article VI of the Indenture. Section 12.10. No Recourse. The holder of the Trust Certificate by accepting the Trust Certificate acknowledges that the Trust Certificate does not represent an interest in or obligation of the Beneficiary, the Owner Trustee (in its individual capacity), the Indenture Trustee or any Affiliate thereof, and no recourse may be had against such parties or their assets, or against the assets pledged under the Indenture or the applicable Asset Pool Supplement. Section 12.11. Acceptance of Terms of Agreement. THE RECEIPT AND ACCEPTANCE OF THE TRUST CERTIFICATE BY THE BENEFICIARY, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE BENEFICIARY OF ALL THE TERMS AND PROVISIONS OF THIS AGREEMENT, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST THAT THE TERMS AND PROVISIONS OF THIS AGREEMENT SHALL BE 27 BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND THE BENEFICIARY. Section 12.12. Acknowledgement and Acceptance of Indenture. Capital One Funding, LLC, as Beneficiary, by its signature hereto, acknowledges and accepts the Indenture. [Signature Page to Follow] 28 IN WITNESS WHEREOF, the parties hereto have each caused this Agreement to be duly executed, by their respective officers hereunto duly authorized all as of the day and year first above written. DEUTSCHE BANK TRUST COMPANY DELAWARE By: /s/ Michele Voon --------------------------------------- Name: Michele Voon Title: Attorney-in-Fact CAPITAL ONE FUNDING, LLC, as the Beneficiary and as a Transferor By: /s/ Bonnie A. Seideman --------------------------------------- Name: Bonnie A. Seideman Title: President and Chief Executive Officer [Signature Page to Capital One Multi-asset Execution Trust Amended and Restated Trust Agreement] EXHIBIT A [FORM OF] TRUST CERTIFICATE THIS CERTIFICATE MAY NOT BE TRANSFERRED, ASSIGNED, EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE TRUST AGREEMENT REFERRED TO BELOW. IN ADDITION, THE BENEFICIAL INTEREST IN THE TRUST REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER HEREOF UNLESS SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT, THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED AND APPLICABLE STATE SECURITIES LAWS. CAPITAL ONE MULTI-ASSET EXECUTION TRUST TRUST CERTIFICATE (This Certificate does not represent an interest in or obligation of Capital One Funding, LLC or any of its affiliates, except to the extent described below.) THIS CERTIFIES THAT Capital One Funding, LLC is the registered beneficial owner of the Capital One Multi-asset Execution Trust (the "Trust") created by Capital One Funding, LLC, a Virginia limited liability company ("Capital One Funding"). The Trust was created and exists pursuant to (i) the filing of the Certificate of Trust with the Secretary of State of the State of Delaware and (ii) the Capital One Multi-asset Execution Trust Amended and Restated Trust Agreement, dated as of October 9, 2002 (as amended, the "Trust Agreement"), between Capital One Funding, as Beneficiary and as a Transferor, and Deutsche Bank Trust Company Delaware, as owner trustee (the "Owner Trustee"). To the extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in the Trust Agreement as specified in Section 1.01. This Certificate is the duly authorized Certificate evidencing a beneficial interest in the Trust (herein called the "Certificate"). This Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the Beneficiary by virtue of the acceptance hereof assents and by which the Beneficiary is bound. Notwithstanding any prior termination of the Trust Agreement, the Beneficiary, by its acceptance of this Certificate, covenants and agrees that, to the fullest extent permitted by applicable law, it shall not at any time with respect to the Trust, the Beneficiary, any applicable Master Trust or any applicable Transferor, acquiesce, petition or otherwise invoke or cause the Trust, the Beneficiary, any applicable Master Trust or any applicable Transferor to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Trust, the Beneficiary, any applicable Master Trust or any applicable Transferor under any Federal or state bankruptcy, insolvency or similar law or appointing a receiver, conservator, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the A-1 Trust, the Beneficiary, any applicable Master Trust or any applicable Transferor or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Trust, the Beneficiary, any applicable Master Trust or any applicable Transferor. Unless the certificate of authentication hereon shall have been executed by an authorized officer of the Owner Trustee, by manual signature, this Certificate shall not entitle the Holder hereof to any benefit under the Trust Agreement or any Transaction Document or be valid for any purpose. THIS CERTIFICATE AND THE TRUST AGREEMENT WILL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO ANY CONFLICT-OF-LAW PROVISIONS AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE BENEFICIARY SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. A-2 IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and not in its individual capacity pursuant to the Trust Agreement, has caused this Certificate to be issued by the Trust as of the date hereof. CAPITAL ONE MULTI-ASSET EXECUTION TRUST By: DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual capacity but solely as Owner Trustee By: --------------------------------------- Name: Title: Date: _________ __, 200_ CERTIFICATE OF AUTHENTICATION This is the Certificate referred to in the within-mentioned Trust Agreement. DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its or DEUTSCHE BANK TRUST COMPANY DELAWARE, not in individual capacity but solely as Owner Trustee its individual capacity but solely as Owner Trustee By:__________________________________ Authenticating Agent By:______________________________ By:__________________________________ Authorized Signatory Authorized Signatory
ANNEX I to EXHIBIT A Registered Owner and address: Capital One Funding, LLC 140 East Shore Drive, Room 1048 Glen Allen, Virginia 23059 Tax Identification Number: 54-2058720 -------------- EXHIBIT B CERTIFICATE OF TRUST OF CAPITAL ONE MULTI-ASSET EXECUTION TRUST THIS Certificate of Trust of Capital One Multi-asset Execution Trust (the "Trust") has been duly executed and is being filed by Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee, to create a statutory trust under the Delaware Statutory Trust Act (12 Del. C., ss. 3801 et seq.). 1. Name. The name of the statutory trust created hereby is Capital One Multi-asset Execution Trust. 2. Delaware Trustee. The name and business address of the owner trustee of the Trust in the State of Delaware are Deutsche Bank Trust Company Delaware, E.A. Delle Donne Corporate Center, Montgomery Building, 1011 Centre Road, Wilmington, Delaware 19805-1266. 3. Effective Date. This Certificate of Trust shall be effective on _______ __, 2002. IN WITNESS WHEREOF, the undersigned, has executed this Certificate of Trust in accordance with Section 3811(a) of the Delaware Statutory Trust Act. DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual capacity but solely as Owner Trustee By: _____________________________ Name: Title: B-1 EXHIBIT C CAPITAL ONE MULTI-ASSET EXECUTION TRUST [FORM OF] TRANSFEROR CERTIFICATE THIS TRANSFEROR CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NEITHER THIS TRANSFEROR CERTIFICATE NOR ANY PORTION HEREOF MAY BE OFFERED OR SOLD EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF SUCH ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THIS TRANSFEROR CERTIFICATE IS NOT PERMITTED TO BE TRANSFERRED, ASSIGNED, EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE TRUST AGREEMENT REFERRED TO HEREIN. No. R-__ One Unit CAPITAL ONE MULTI-ASSET EXECUTION TRUST TRANSFEROR CERTIFICATE THIS TRANSFEROR CERTIFICATE REPRESENTS AN INTEREST IN CERTAIN ASSETS OF THE CAPITAL ONE MULTI-ASSET EXECUTION TRUST (THE "TRUST") Evidencing an interest in the Trust, the corpus of which consists of the Trust Estate. (Not an interest in or obligation of a Transferor or any affiliate thereof) This certifies that [NAME OF TRANSFEROR] is the registered owner of [all of] [a portion], [equal to __%] [or] [in an amount up to $_____], of the Transferor Interest, subject to the lien of the Notes as provided in the Indenture, dated as of October 9, 2002 (as amended and supplemented, the "Indenture"), among The Bank of New York, as Indenture Trustee (the "Indenture Trustee") and the Trust, existing pursuant to the Capital One Multi-asset Execution Trust Amended and Restated Trust Agreement, dated as of October 9, 2002 (as amended and supplemented, the "Trust Agreement"), between Capital One Funding, LLC, as beneficiary and as a transferor, and Deutsche Bank Trust Company Delaware, as owner trustee (not in its individual capacity, but solely as owner trustee the "Owner Trustee"). The corpus of the Trust consists of the Trust Estate (as defined in the Trust Agreement). Although a summary of certain provisions of the Transfer and Administration Agreement, dated as of October 9, 2002, as amended from time to time (the "Transfer and Administration Agreement"), among the Transferor, Capital One Bank, as Administrator, and the Trust, as Issuer, the Trust Agreement and the Indenture (collectively, the "Agreements") is set forth below, this Transferor Certificate C-1 does not purport to summarize the Agreements and reference is made to the Agreements for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Owner Trustee. A copy of the Agreements may be requested from the Owner Trustee by writing to the Owner Trustee. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to them in the Agreements. This Transferor Certificate is issued under and is subject to the terms, provisions and conditions of the Agreements, to which Agreements, as amended and supplemented from time to time, the Transferor by virtue of the acceptance hereof assents and is bound. This Transferor Certificate (this "Transferor Certificate") represents [all of] [a portion, [equal to __%] [or] [in an amount up to $________], of] [Name of Transferor]'s interest in the Transferor Interest. The Transferor Interest represents an undivided beneficial interest in the Trust Estate, subject to the lien of the Notes, including the right to receive a portion of the collections and other amounts at the times and in the amounts specified in the Indenture and any Indenture Supplement to be paid to the Transferor on behalf of all holders of the Transferor Interest. In addition to the Transferor Certificate, Notes will be issued to investors pursuant to the Indenture. Unless otherwise specified in an Indenture Supplement with respect to a particular Series of Notes, the Transferor has entered into the Transfer and Administration Agreement, and this Transferor Certificate is issued, with the intention that, for federal, state and local income and franchise tax purposes, (a) the Notes of each Series, Class or Tranche which are characterized as indebtedness at the time of their issuance will qualify as indebtedness of the Transferor secured by the applicable portion of the Trust Estate and (b) the Trust shall not be treated as an association (or a publicly traded partnership) taxable as a corporation. The Transferor by the acceptance of this Transferor Certificate, agrees to treat the Notes for federal, state and local income and franchise tax purposes as indebtedness of the Transferor. C-2 Unless the certificate of authentication hereon has been executed by or on behalf of the Owner Trustee, by manual signature, this Transferor Certificate shall not be entitled to any benefit under the Trust Agreement or be valid for any purpose. THIS TRANSFEROR CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. IN WITNESS WHEREOF, the Trust has caused this Transferor Certificate to be duly executed. CAPITAL ONE MULTI-ASSET EXECUTION TRUST By: DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual capacity, but solely as Owner Trustee By: ______________________________________ Name: Title: Dated: ____ __, 200_ C-3 CERTIFICATE OF AUTHENTICATION This is the Transferor Certificate referred to in the within-mentioned Trust Agreement. Deutsche Bank Trust Company Delaware, or Deutsche Bank Trust Company Delaware, not in its individual capacity not in its individual capacity but solely as Owner Trustee but solely as Owner Trustee By ______________________________ Authenticating Agent By __________________________ By ______________________________ Authorized Signatory Authorized Signatory EX-4.4 6 dex44.txt INDENTURE EXHIBIT 4.4 EXECUTION COPY ================================================================================ CAPITAL ONE MULTI-ASSET EXECUTION TRUST as Issuer and THE BANK OF NEW YORK as Indenture Trustee --------------------- dated as of October 9, 2002 ================================================================================ GRANTING CLAUSE Article I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION Section 101. Definitions ................................................... 3 Section 102. Compliance Certificates and Opinions .......................... 15 Section 103. Form of Documents Delivered to Indenture Trustee .............. 16 Section 104. Acts of Noteholders ........................................... 17 Section 105. Notices, etc., to Indenture Trustee and Issuer ................ 19 Section 106. Notices to Noteholders; Waiver ................................ 19 Section 107. Conflict with Trust Indenture Act ............................. 20 Section 108. Effect of Headings and Table of Contents ...................... 20 Section 109. Successors and Assigns ........................................ 20 Section 110. Severability of Provisions .................................... 20 Section 111. Benefits of Indenture ......................................... 20 Section 112. Governing Law ................................................. 21 Section 113. Counterparts .................................................. 21 Section 114. Indenture Referred to in the Trust Agreement .................. 21 Section 115. Legal Holidays ................................................ 21 Article II NOTE FORMS Section 201. Forms Generally ............................................... 22 Section 202. Forms of Notes ................................................ 22 Section 203. Form of Indenture Trustee's Certificate of Authentication ..... 22 Section 204. Notes Issuable in the Form of a Global Note ................... 23 Section 205. Temporary Global Notes and Permanent Global Notes ............. 25 Section 206. Beneficial Ownership of Global Notes .......................... 26 Section 207. Notices to Depository ......................................... 27 Article III THE NOTES Section 301. General Title; General Limitations; Issuable in Series; Terms of a Series, Class or Tranche of Notes .................. 28 Section 302. Denominations ................................................. 31 Section 303. Execution, Authentication and Delivery and Dating ............. 31
-i- TABLE OF CONTENTS (continued)
Page ---- Section 304. Temporary Notes ............................................................ 32 Section 305. Registration, Transfer and Exchange ........................................ 32 Section 306. Mutilated, Destroyed, Lost and Stolen Notes ................................ 35 Section 307. Payment of Interest; Interest Rights Preserved; Withholding Taxes .......... 36 Section 308. Persons Deemed Owners ...................................................... 36 Section 309. Cancellation ............................................................... 36 Section 310. New Issuances of Notes ..................................................... 37 Section 311. Specification of Required Subordinated Amount and other Terms with Respect to each Series, Class or Tranche of Notes .......................... 39 Article IV ISSUER ACCOUNTS AND INVESTMENTS Section 401. Collections ................................................................ 40 Section 402. Issuer Accounts ............................................................ 40 Section 403. Investment of Funds in the Issuer Accounts ................................. 40 Article V SATISFACTION AND DISCHARGE; CANCELLATION OF NOTES HELD BY THE ISSUER OR THE BANK Section 501. Satisfaction and Discharge of Indenture .................................... 42 Section 502. Application of Trust Money ................................................. 42 Section 503. Cancellation of Notes Held by the Issuer or the Transferor ................. 42 Article VI EVENTS OF DEFAULT AND REMEDIES Section 601. Events of Default .......................................................... 44 Section 602. Acceleration of Maturity; Rescission and Annulment ......................... 45 Section 603. Collection of Indebtedness and Suits for Enforcement by Indenture Trustee .................................................................... 46 Section 604. Indenture Trustee May File Proofs of Claim ................................. 47 Section 605. Indenture Trustee May Enforce Claims Without Possession of Notes ........... 47 Section 606. Application of Money Collected ............................................. 48 Section 607. Indenture Trustee May Elect to Hold the Collateral Certificate ............. 48 Section 608. Sale of Collateral for Accelerated Notes ................................... 48
-ii- TABLE OF CONTENTS (continued)
Page ---- Section 609. Noteholders Have the Right to Direct the Time, Method and Place of Conducting Any Proceeding for Any Remedy Available to the Indenture Trustee ..................................................................... 48 Section 610. Limitation on Suits ................................................................... 49 Section 611. Unconditional Right of Noteholders to Receive Principal and Interest; Limited Recourse ...................................................................... 49 Section 612. Restoration of Rights and Remedies .................................................... 49 Section 613. Rights and Remedies Cumulative ........................................................ 50 Section 614. Delay or Omission Not Waiver .......................................................... 50 Section 615. Control by Noteholders ................................................................ 50 Section 616. Waiver of Past Defaults ............................................................... 50 Section 617. Undertaking for Costs ................................................................. 51 Section 618. Waiver of Stay or Extension Laws ...................................................... 51 Article VII THE INDENTURE TRUSTEE Section 701. Certain Duties and Responsibilities ................................................... 52 Section 702. Notice of Defaults .................................................................... 53 Section 703. Certain Rights of Indenture Trustee ................................................... 53 Section 704. Not Responsible for Recitals or Issuance of Notes ..................................... 54 Section 705. May Hold Notes ........................................................................ 54 Section 706. Money Held in Trust ................................................................... 55 Section 707. Compensation and Reimbursement, Limit on Compensation, Reimbursement and Indemnity ......................................................................... 55 Section 708. Disqualification; Conflicting Interests ............................................... 55 Section 709. Corporate Indenture Trustee Required; Eligibility ..................................... 56 Section 710. Resignation and Removal; Appointment of Successor ..................................... 56 Section 711. Acceptance of Appointment by Successor ................................................ 57 Section 712. Merger, Conversion, Consolidation or Succession to Business ........................... 58 Section 713. Preferential Collection of Claims Against Issuer ...................................... 59 Section 714. Appointment of Authenticating Agent ................................................... 59 Section 715. Tax Returns ........................................................................... 60
-iii- TABLE OF CONTENTS (continued)
Page ---- Section 716. Representations and Covenants of the Indenture Trustee ......................... 61 Section 717. Indenture Trustee's Application for Instructions from the Issuer ............... 61 Section 718. Appointment of Co-Trustee or Separate Indenture Trustee ........................ 61 Article VIII NOTEHOLDERS' MEETINGS, LISTS, REPORTS BY INDENTURE TRUSTEE, ISSUER AND BENEFICIARY Section 801. Issuer To Furnish Indenture Trustee Names and Addresses of Noteholders .................................................................... 63 Section 802. Preservation of Information; Communications to Noteholders ..................... 63 Section 803. Reports by Indenture Trustee ................................................... 64 Section 804. Meetings of Noteholders; Amendments and Waivers ................................ 65 Section 805. Reports by Issuer to the Commission ............................................ 67 Article IX INDENTURE SUPPLEMENTS; AMENDMENTS TO THE POOLING AND SERVICING AGREEMENT AND AMENDMENTS TO THE TRUST AGREEMENT Section 901. Supplemental Indentures and Amendments Without Consent of Noteholders .................................................................... 68 Section 902. Supplemental Indentures with Consent of Noteholders ............................ 70 Section 903. Execution of Amendments and Supplemental Indentures ............................ 71 Section 904. Effect of Amendments and Supplemental Indentures ............................... 71 Section 905. Conformity with Trust Indenture Act ............................................ 71 Section 906. Reference in Notes to Supplemental Indentures .................................. 71 Section 907. Amendments to the Trust Agreement .............................................. 72 Article X REPRESENTATIONS, WARRANTIES AND COVENANTS OF ISSUER Section 1001. Payment of Principal and Interest .............................................. 73 Section 1002. Maintenance of Office or Agency ................................................ 73 Section 1003. Money for Note Payments to be Held in Trust .................................... 73 Section 1004. Statement as to Compliance ..................................................... 75 Section 1005. Legal Existence ................................................................ 75 Section 1006. Further Instruments and Acts ................................................... 75
-iv- TABLE OF CONTENTS (continued)
Page ---- Section 1007. Compliance with Laws ..................................... 75 Section 1008. Notice of Events of Default .............................. 75 Section 1009. Certain Negative Covenants ............................... 76 Section 1010. No Other Business ........................................ 76 Section 1011. Rule 144A Information .................................... 76 Section 1012. Performance of Obligations ............................... 76 Section 1013. Issuer May Consolidate, Etc., Only on Certain Terms ...... 77 Section 1014. Successor Substituted .................................... 78 Section 1015. Guarantees, Loans, Advances and Other Liabilities ........ 79 Section 1016. Capital Expenditures ..................................... 79 Section 1017. Restricted Payments ...................................... 79 Section 1018. No Borrowing ............................................. 79 Article XI EARLY REDEMPTION OF NOTES Section 1101. Applicability of Article ................................. 80 Section 1102. Optional Repurchase ...................................... 81 Section 1103. Notice ................................................... 81 Article XII MISCELLANEOUS Section 1201. No Petition .............................................. 83 Section 1202. Trust Obligations ........................................ 83 Section 1203. Limitations on Liability ................................. 83 Section 1204. Tax Treatment ............................................ 84 Section 1205. Actions Taken by the Issuer .............................. 84 Section 1206. Alternate Payment Provisions ............................. 84 Section 1207. Termination of Issuer .................................... 84 Section 1208. Final Distribution ....................................... 84 Section 1209. Termination Distributions ................................ 85 Section 1210. Derivative Counterparty, Supplemental Credit Enhancement Provider and Supplemental Liquidity Provider as Third- Party Beneficiary ........................................ 85
-v- TABLE OF CONTENTS (continued)
Page ----
-vi- EXHIBITS EXHIBIT A [FORM OF] INVESTMENT LETTER EXHIBIT B-1 [FORM OF] CLEARANCE SYSTEM CERTIFICATE TO BE GIVEN TO THE INDENTURE TRUSTEE BY EUROCLEAR OR CLEARSTREAM, LUXEMBOURG FOR DELIVERY OF DEFINITIVE NOTES IN EXCHANGE FOR A PORTION OF A TEMPORARY GLOBAL NOTE EXHIBIT B-2 [FORM OF] CERTIFICATE TO BE DELIVERED TO EUROCLEAR OR CLEARSTREAM, LUXEMBOURG BY [.] WITH RESPECT TO REGISTERED NOTES SOLD TO QUALIFIED INSTITUTIONAL BUYERS EXHIBIT B-3 [FORM OF] CERTIFICATE TO BE DELIVERED TO EUROCLEAR OR CLEARSTREAM, LUXEMBOURG BY A BENEFICIAL OWNER OF NOTES, OTHER THAN A QUALIFIED INSTITUTIONAL BUYER
-vi- ------------------------------ RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939 AND INDENTURE PROVISIONS*
Trust Indenture Act Section Indenture Section ----------- ----------------- 310(a)(1) .................................................... 709 (a)(2) .................................................... 709 (a)(3) .................................................... 718 (a)(4) .................................................... Not Applicable (a)(5) .................................................... 709 (b) ....................................................... 708, 710(d)(i) (c) ....................................................... Not Applicable 311(a) ....................................................... 713 (b) ....................................................... 713 (c) ....................................................... Not Applicable 312(a) ....................................................... 801, 802 (b) ....................................................... 802(b) (c) ....................................................... 802(c) 313(a) ....................................................... 803 (b) ....................................................... 803(c) (c) ....................................................... 803, 803(c) (d) ....................................................... 805 314(a) ....................................................... 805, 1004 (b) ....................................................... See related Asset Pool Supplement (c)(1) .................................................... See related Asset Pool Supplement (c)(2) .................................................... See related Asset Pool Supplement (c)(3) .................................................... See related Asset Pool Supplement (d)(1) .................................................... See related Asset Pool Supplement (d)(2) .................................................... Not Applicable (d)(3) .................................................... Not Applicable (e) ....................................................... 102 315(a) ....................................................... 701(a), 701(b) (b) ....................................................... 702 (c) ....................................................... 701(b) (d) ....................................................... 701(d) (d)(1) .................................................... 701(d) (d)(2) .................................................... 701(d)(ii) (d)(3) .................................................... 701(d)(ii) (e) ....................................................... 617 316(a)(1)(A) ................................................. 609 316(a)(1)(B) ................................................. 616 316(a)(2) .................................................... Not Applicable 316(b) ....................................................... 611 317(a)(1) .................................................... 603 317(a)(2) .................................................... 604 317(b) ....................................................... 1103 318(a) ....................................................... 107
______________________________ *This reconciliation and tie shall not for any purpose be part of the within indenture. -vii- 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, a New York banking corporation, in its capacity as Indenture Trustee (the "Indenture Trustee"), is made and entered into as of October 9, 2002. RECITALS OF THE ISSUER The Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance of its Notes to be issued in one or more fully registered or bearer Series, Classes or Tranches. All things necessary to make this Indenture a valid agreement of the Issuer, in accordance with its terms, have been done. GRANTING CLAUSE Pursuant to an Asset Pool Supplement, the Issuer shall grant to the Indenture Trustee for the related Asset Pool for the benefit and security of (a) the Noteholders secured by such Asset Pool, (b) each Derivative Counterparty to a Derivative Agreement entered into in connection with the issuance of a Tranche of Notes that expressly states that such Derivative Counterparty is entitled to the benefit of the Collateral and (c) the Indenture Trustee, in its individual capacity, a security interest in all of its right, title and interest, whether now owned or hereafter acquired, in and to, the Collateral specified in the related Asset Pool Supplement. The Security Interest in the Collateral designated for inclusion in an Asset Pool is granted to secure the Notes issued with respect to that Asset Pool (and the obligations under this Indenture, the related Asset Pool Supplement, the related Indenture Supplement or any applicable Derivative Agreement) equally and ratably without prejudice, priority or distinction between any Note and any other Note that is expressly secured by such Asset Pool by reason of difference in time of issuance or otherwise, except as otherwise expressly provided in this Indenture, in any Asset Pool Supplement or in the Indenture Supplement which establishes any Tranche of Notes, and to secure (i) the payment of all amounts due on such Notes (and, to the extent so specified, the obligations under any applicable Derivative Agreements) in accordance with their terms, (ii) the payment of all other sums payable by the Issuer under this Indenture, any Asset Pool Supplement or any Indenture Supplement relating to such secured Notes and (iii) compliance by the Issuer with the provisions of this Indenture or any Indenture Supplement or any Asset Pool Supplement relating to such Notes. This Indenture, as may be supplemented, including by each Asset Pool Supplement, is a security agreement within the meaning of the UCC. The Indenture Trustee acknowledges the grant of such Security Interest, and agrees to perform the duties herein such that the interests of the Noteholders secured by such Asset Pool may be adequately and effectively protected. Particular Notes, Derivative Agreements, Supplemental Credit Enhancement Agreements and Supplemental Liquidity Agreements will benefit from the Security Interest to the extent (and only to the extent) proceeds of and distributions on the Collateral are allocated for their benefit pursuant to this Indenture, the applicable Asset Pool Supplement and the applicable Indenture Supplement. AGREEMENTS OF THE PARTIES To set forth or to provide for the establishment of the terms and conditions upon which the Notes are to be authenticated, issued and delivered, and in consideration of the premises and the purchase of Notes by the Holders thereof, it is mutually covenanted and agreed as follows, for the equal and proportionate benefit of all Holders of the Notes or of a Series, Class or Tranche thereof, as the case may be. LIMITED RECOURSE The obligation of the Issuer to make payments of principal, interest and other amounts on the Notes and to make payments in respect of Derivative Agreements, Supplemental Credit Enhancement Agreements or Supplemental Liquidity Agreements is limited in recourse as set forth in Section 611. 2 ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION Section 101. Definitions. For all purposes of this Indenture, any Asset Pool Supplement and any Indenture Supplement, except as otherwise expressly provided or unless the context otherwise requires: (1) the terms defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular; (2) all other terms used herein which are defined in the Trust Indenture Act or by Commission rule under the Trust Indenture Act or in the related Transfer and Administration Agreement or the related Asset Pool Supplement, either directly or by reference therein, have the meanings assigned to them therein; (3) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles and, except as otherwise herein expressly provided, the term "generally accepted accounting principles" with respect to any computation required or permitted hereunder means such accounting principles as are generally accepted in the United States of America at the date of such computation; (4) all references in this Indenture to designated "Articles," "Sections" and other subdivisions are to the designated Articles, Sections and other subdivisions of this Indenture as originally executed. The words "herein," "hereof" and "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision; and (5) "including" and words of similar import will be deemed to be followed by "without limitation." "Act," when used with respect to any Noteholder, is defined in Section 104(a). "Action," when used with respect to any Noteholder, is defined in Section 104(a). "Adjusted Outstanding Dollar Principal Amount" means at any time with respect to any Series, Class or Tranche of Notes, the Outstanding Dollar Principal Amount of all Outstanding Notes of such Series, Class or Tranche of Notes at such time, less any funds on deposit in respect of principal in any Issuer Account or the related Sub-Account, as applicable, for the benefit of such Series, Class or Tranche of Notes at such time. "Administrator" means Capital One, in its capacity as Administrator. "Adverse Effect" means, whenever used in this Indenture with respect to any Series, Class or Tranche of Notes with respect to any Action, that such Action will at the time of its occurrence (a) result in the occurrence of an Early Redemption Event or Event of Default relating to such Series, Class or Tranche of Notes, as applicable, (b) adversely affect the amount of funds available to be distributed to the Noteholders of any such Series, Class or Tranche of Notes pursuant to this Indenture or the timing of such distributions, or (c) adversely affect the 3 Security Interest of the Indenture Trustee in the Collateral securing the Outstanding Notes in the related Asset Pool unless otherwise permitted by this Indenture or any related Asset Pool Supplement. "Affiliate" means, with respect to any specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. "Asset Pool" means a pool of Collateral designated for inclusion in a particular Asset Pool pursuant to an Asset Pool Supplement, that secures a particular Tranche of Notes or more than one Tranche of Notes as specified in the applicable Indenture Supplement for each Tranche of Notes. "Asset Pool Supplement" means, with respect to any Asset Pool, a supplement to this Indenture, executed and delivered in conjunction with the first issuance of Notes secured by that Asset Pool, including all amendments thereof and supplements thereto. "Authenticating Agent" means any Person authorized by the Indenture Trustee to authenticate Notes under Section 714. "Authorized Newspaper" means, with respect to any Series, Class or Tranche of Notes, publication in the newspaper of record specified in the applicable Indenture Supplement for that Series, Class or Tranche of Notes, or if and so long as Notes of any Series, Class or Tranche of Notes are listed on any securities exchange and that exchange so requires, in the newspaper of record required by the applicable securities exchange, printed in any language specified in the applicable Indenture Supplement or satisfying the requirements of such exchange. "Bearer Note" means a Note in bearer form. "Beneficiary" is defined in the Trust Agreement. "Business Day," unless otherwise specified in the Indenture Supplement for any Series, Class or Tranche of Notes, means any day other than (a) a Saturday or Sunday or (b) any other day on which national banking associations or state banking institutions in New York, New York or Richmond, Virginia (or, with respect to any Series, Class or Tranche of Notes, any additional city specified in the related Indenture Supplement), are authorized or obligated by law, executive order or governmental decree to be closed. "Capital One" means Capital One Bank, a Virginia banking corporation, and its successors and permitted assigns. "Certificate of Authentication" means the certificate of authentication of the Indenture Trustee, the form of which is described in Section 203, or the alternative certificate of authentication of the Authenticating Agent, the form of which is described in Section 714. 4 "Class" means, with respect to any Note, the class specified in the applicable Indenture Supplement. "Collateral" with respect to each Asset Pool, is defined in the granting clause in the Asset Pool Supplement for such Asset Pool. "Collateral Certificate" means any Investor Certificate issued pursuant to a Pooling and Servicing Agreement and the related Series Supplement that is included as Collateral in the granting clause of the related Asset Pool Supplement. "Collection Account" with respect to each Asset Pool, is defined in the Asset Pool Supplement for such Asset Pool. "Commission" means the Securities and Exchange Commission, as from time to time constituted, created under the Securities Exchange Act, or, if at any time after the execution of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties on such date. "Corporate Trust Office" means the principal office of the Indenture Trustee in New York, New York at which at any particular time its corporate trust business will be principally administered, which office at the date hereof is located at 101 Barclay Street, Floor 8 West, New York, New York 10286, Attention: Asset-Backed Securities Unit. "Depository" means a U.S. Depository or a Foreign Depository, as the case may be. "Derivative Agreement" means any currency, interest rate or other swap, cap, collar, guaranteed investment contract or other derivative agreement. "Derivative Counterparty" means any party to any Derivative Agreement other than the Issuer or the Indenture Trustee. "Discount Note" means a Note that provides for an amount less than the Stated Principal Amount (but not less than the Initial Dollar Principal Amount) thereof to be due and payable upon the occurrence of an Early Redemption Event or other optional or mandatory redemption or the occurrence of an Event of Default and the acceleration of such Note, in each case before the Expected Principal Payment Date of the applicable Note. "Dollar," "$" or "U.S. $" means United States dollars. "Early Redemption Event" is defined in Section 1101. "Eligible Deposit Account" means either (a) a segregated account (including a securities account) with an Eligible Institution or (b) a segregated trust account with the corporate trust department of a depository institution (other than Capital One or any Affiliate thereof) organized under the laws of the United States of America or any one of the states thereof or the District of Columbia (or any domestic branch of a foreign bank), or a trust company acceptable to each Note Rating Agency, and acting as a trustee for funds deposited in such account, so long as any of the securities of such depository institution or trust company shall 5 have a credit rating from each Note Rating Agency in one of its generic credit rating categories which signifies investment grade. "Eligible Institution" means (a) a depository institution (which may be the Indenture Trustee, the Owner Trustee or any affiliate thereof, but not Capital One or any Affiliate thereof) organized under the laws of the United States of America or any one of the states thereof, including the District of Columbia (or any domestic branch of a foreign bank), which at all times (i) has either (x) a long-term unsecured debt rating of A2 or better by Moody's or (y) a certificate of deposit rating of P-1 by Moody's, (ii) has either (x) a long-term unsecured debt rating of AAA by Standard & Poor's or (y) a certificate of deposit rating of A-l+ by Standard & Poor's, (iii) has either (x) if such institution is rated by Fitch, a long-term unsecured debt rating of A- by Fitch or (y) a certificate of deposit rating of F1 by Fitch and (iv) is a member of the FDIC or (b) any other institution that is acceptable to Moody's, Standard & Poor's and Fitch. "Eligible Investments" means, unless otherwise provided in the Indenture Supplement with respect to any Series, Class or Tranche of Notes, investment property or negotiable instruments which evidence: (a) direct obligations of, and obligations fully guaranteed as to timely payment of principal and interest by, the United States of America; (b) demand deposits, time deposits or certificates of deposit (having original maturities of no more than 365 days) of depository institutions or trust companies incorporated under the laws of the United States of America or any one of the states thereof or the District of Columbia (or any domestic branch of a foreign bank), and subject to supervision and examination by federal or state banking or depository institution authorities; provided that at the time of the Trust's investment or contractual commitment to invest therein, the short-term debt rating of such depository institution or trust company shall be in the highest ratings investment category of each Note Rating Agency (which, in the case of Standard & Poor's, shall be A-1+); (c) commercial paper or other short-term obligations having, at the time of the Trust's investment or contractual commitment to invest therein, a rating from each Note Rating Agency in its highest ratings investment category (which, in the case of Standard & Poor's, shall be A-1+); (d) demand deposits, time deposits and certificates of deposit which are fully insured by the FDIC, with a Person the commercial paper of which has a credit rating from each Note Rating Agency in its highest ratings investment category (which, in the case of Standard & Poor's shall be A-1+); (e) notes or bankers' acceptances (having original maturities of no more than 365 days) issued by any depository institution or trust company referred to in (b) above; (f) investments in money market funds rated in the highest ratings investment category by each Note Rating Agency or otherwise approved in writing by each Note Rating Agency; 6 (g) time deposits (having maturities of not more than thirty (30) days), other than as referred to in clause (d) above, with a Person the commercial paper of which has a credit rating from each Note Rating Agency in its highest ratings investment category; or (h) any other investment if each Note Rating Agency confirms in writing that such investment will not cause a Ratings Effect; provided, however, that no security issued by or other obligation of Capital One or any Affiliated thereof shall be an Eligible Investment. "Entity" means any Person other than an individual or government (including any agency or political subdivision thereof). "Event of Default" is defined in Section 601. "Exchange Date" means, with respect to any Tranche of Notes, the latest of: (a) in the case of exchanges of beneficial interests in Temporary Global Notes for beneficial interests in Permanent Global Notes in registered form, any date that is after the related issuance date; (b) in the case of exchanges of beneficial interests in Temporary Global Notes for beneficial interests in Permanent Global Notes in bearer form, the date of presentation of certification of non-United States beneficial ownership (as described in Section 205); and (c) the earliest date on which such an exchange of a beneficial interest in a Temporary Global Note for a beneficial interest in a Permanent Global Note is permitted by applicable law. "Expected Principal Payment Date" means, with respect to any Series, Class or Tranche of Notes, the scheduled due date of any payment of principal on such Notes, as specified in the related Indenture Supplement, or if such day is not a Business Day, the next following Business Day, unless such day is in the next calendar month, in which case such Expected Principal Payment Date, unless otherwise specified in the related Indenture Supplement, will be the last Business Day of the current calendar month. "FDIC" means the Federal Deposit Insurance Corporation or any successor thereto. "Federal Bankruptcy Code" means Title 11 of the United States Code, as amended from time to time. "Fitch" means Fitch, Inc., or any successor thereto. "Foreign Currency" means (a) a currency other than Dollars or (b) denominated in a currency other than Dollars. "Foreign Currency Note" means a Note denominated in a Foreign Currency. 7 "Foreign Depository" means the Person specified in the applicable Indenture Supplement, in its capacity as depository for the accounts of any clearing agencies located outside the United States. "Global Note" means any Note issued pursuant to Section 204. "Group" means any one or more Series of Notes which are specified as belonging to a common Group (including any Group established by an Indenture Supplement) in the applicable Indenture Supplement. A particular Series may be included in more than one Group if the Indenture Supplement for such Series so provides. "Holder," when used with respect to any Note, means a Noteholder. "Indenture" or "this Indenture" means this Indenture as originally executed and as amended, supplemented, restated or otherwise modified from time to time including by Indenture Supplements for the issuance of Series of Notes and Asset Pool Supplements for the establishment of Asset Pools entered into pursuant to the applicable provisions hereof. "Indenture Supplement" means, with respect to any Series of Notes, a supplement to this Indenture, executed and delivered in conjunction with the issuance of such Notes pursuant to Section 301, together with any applicable Terms Document for any Classes and Tranches of Notes belonging to such Series related to such Indenture Supplement and any amendment to the Indenture Supplement executed pursuant to Section 901 or 902, and, in either case, including all amendments thereof and supplements thereto. "Indenture Trustee" means the Person named as the Indenture Trustee in the first paragraph of this Indenture until a successor Indenture Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Indenture Trustee" means and includes each Person who is then an Indenture Trustee hereunder. If at any time there is more than one such Person, "Indenture Trustee" as used with respect to the Notes of any Series, Class or Tranche means the Indenture Trustee with respect to Notes of that Series, Class or Tranche. "Indenture Trustee Authorized Officer," when used with respect to the Indenture Trustee, means any vice president, any assistant vice president, the treasurer, any assistant treasurer, any senior trust officer or trust officer, or any other officer of the Indenture Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject. "Initial Dollar Principal Amount" means (a) unless otherwise specified in the applicable Indenture Supplement, with respect to a Series, Class or Tranche of Dollar Notes, the aggregate initial principal amount of the Outstanding Notes of such Series, Class or Tranche, and (b) with respect to a Series, Class or Tranche of Discount Notes or Foreign Currency Notes, the amount specified in the applicable Indenture Supplement as the Initial Dollar Principal Amount thereof. 8 "Interest-bearing Note" means a Note that bears interest at a stated or computed rate on the principal amount thereof. A Note may be both an Interest-bearing Note and a Discount Note. "Interest Payment Date" means, with respect to any Series, Class or Tranche of Notes, the scheduled due date of any payment of interest on such Notes, as specified in the applicable Indenture Supplement, or if such day is not a Business Day, the next following Business Day, unless such day is in the next calendar month, in which case the Interest Payment Date, unless otherwise specified in the related Indenture Supplement, will be the last Business Day of the current calendar month; provided, however, that upon the acceleration of a Series, Class or Tranche of Notes following an Event of Default or upon the occurrence of an Early Redemption Event, or other optional or mandatory redemption of that Series, Class or Tranche of Notes, each Monthly Principal Accrual Date will be an Interest Payment Date. "Internal Revenue Code" means the Internal Revenue Code of 1986, as amended from time to time. "Invested Amount," with respect to any Collateral Certificate, is defined in the Series Supplement for the applicable Collateral Certificate, and with respect to any other Investor Certificate, is defined in the applicable Pooling and Servicing Agreement and the related Series Supplement. "Investor Certificate" means an investor certificate, and not a seller certificate or transferor certificate, issued pursuant to a Pooling and Servicing Agreement and the related Series Supplement. "Investor Certificateholder" means the holder of record of an Investor Certificate. "Investment Company Act" means the Investment Company Act of 1940, as amended. "Issuer" is defined in the first paragraph of this Indenture. "Issuer Accounts" is defined in the related Asset Pool Supplement. "Issuer Authorized Officer" means (a) an authorized signatory of the Owner Trustee, or (b) the chairman or vice-chairman of the board of directors, chairman or vice-chairman of the executive committee of the board of directors, the president, any vice-president, the secretary, any assistant secretary, the treasurer, or any assistant treasurer, in each case of the Beneficiary, or any other officer or employee of the Beneficiary who is authorized to act on behalf of the Issuer. 9 "Issuer Certificate" means a certificate (including an Officer's Certificate) signed in the name of an Issuer Authorized Officer, or the Issuer by an Issuer Authorized Officer and, in each case delivered to the Indenture Trustee relating to, among other things, the issuance of a new Series, Class or Tranche of Notes. Wherever this Indenture requires that an Issuer Certificate be signed also by an accountant or other expert, such accountant or other expert (except as otherwise expressly provided in this Indenture) may be an employee of the Beneficiary. "Issuer Tax Opinion" means, with respect to any action, an Opinion of Counsel to the effect that, for United States federal income tax purposes, (a) such action will not adversely affect the tax characterization as debt of any Outstanding Series, Class or Tranche of Notes that were characterized as debt at the time of their issuance, (b) following such action the Issuer will not be treated as an association (or publicly traded partnership) taxable as a corporation, (c) such action will not cause or constitute an event in which gain or loss would be recognized by any Holder of any such Notes, and (d) except as provided in the related Indenture Supplement, where such action is the issuance of a Series, Class or Tranche of Notes, following such action such Series, Class or Tranche of Notes will be properly characterized as debt. "Legal Maturity Date" means, with respect to a Series, Class or Tranche of Notes, the date specified in the Indenture Supplement for such Note as the fixed date on which the principal of such Series, Class or Tranche of Notes is due and payable. "Majority Holders" means, with respect to any Series, Class or Tranche of Notes or all Outstanding Notes, the Holders of greater than 50% in Outstanding Dollar Principal Amount of the Outstanding Notes of that Series, Class or Tranche or of all Outstanding Notes, as the case may be. "Master Trust" means a master trust or other securitization special purpose entity for which Capital One or an Affiliate of Capital One acts as transferor or seller or servicer, established pursuant to a Pooling and Servicing Agreement. "Master Trust Tax Opinion" means, with respect to any action, an Opinion of Counsel to the effect that, for United States federal income tax purposes, (a) such action will not adversely affect the tax characterization as debt of the Investor Certificates of any outstanding series or class under the applicable Master Trust that were characterized as debt at the time of their issuance, (b) following such action such Master Trust will not be treated as an association (or publicly traded partnership) taxable as a corporation and (c) such action will not cause or constitute an event in which gain or loss would be recognized by any Investor Certificateholder. "Monthly Period" means the period from and including the first day of a calendar month to and including the last day of a calendar month. "Monthly Principal Accrual Date" with respect to any Class or Tranche of Notes, is defined in the Indenture Supplement. "Moody's" means Moody's Investors Service, Inc., or any successor thereto. "Nominal Liquidation Amount" means, with respect to any Outstanding Series, Class or Tranche of Notes, an amount determined in accordance with the applicable Indenture 10 Supplement. The Nominal Liquidation Amount for a Series of Notes will be the sum of the Nominal Liquidation Amounts of all of the Classes or Tranches of Notes of such Series. "Non-Receivables Asset Pool" means any Asset Pool designated as such in the related Asset Pool Supplement. "Note" or "Notes" means any note or notes of any Series, Class or Tranche authenticated and delivered from time to time under this Indenture. "Note Owner" means the beneficial owner of an interest in a Global Note. "Note Rating Agency" means, with respect to any Outstanding Series, Class or Tranche of Notes, each statistical note rating agency selected by the Issuer to rate such Notes. "Note Register" is defined in Section 305. "Note Registrar" means the Person who keeps the Note Register specified in Section 305. "Noteholder" means a Person in whose name a Note is registered in the Note Register or the bearer of any Bearer Note (including a Global Note in bearer form), as the case may be. "Officer's Certificate" means a certificate signed by the Beneficiary or the Owner Trustee and delivered to the Indenture Trustee. Wherever this Indenture requires that an Officer's Certificate be signed also by an accountant or other expert, such accountant or other expert (except as otherwise expressly provided in this Indenture) may be an employee of the Beneficiary. "Opinion of Counsel" means a written opinion of counsel acceptable to the Indenture Trustee, who may, without limitation, and except as otherwise expressly provided in this Indenture, be an employee of or of counsel to the Issuer, the Beneficiary or any of their Affiliates. "Outstanding" means, with respect to all Notes, all Notes in all Asset Pools and, with respect to a Note or with respect to Notes of any Series, Class or Tranche means, as of the date of determination, all such Notes theretofore authenticated and delivered under this Indenture, except: (a) any Notes theretofore canceled by the Indenture Trustee or delivered to the Indenture Trustee for cancellation, or canceled by the Issuer and delivered to the Indenture Trustee pursuant to Section 309; (b) any Notes for whose full payment (including principal and interest) or redemption money in the necessary amount has been theretofore deposited with the Indenture Trustee or any Paying Agent in trust for the Holders of such Notes; provided that, if such Notes are to be redeemed, notice of such redemption has been duly given if required pursuant to this Indenture, the related Indenture Supplement, or provision therefor satisfactory to the Indenture Trustee has been made; 11 (c) any Notes which are canceled pursuant to Section 503; and (d) any Notes in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture, or which will have been paid pursuant to the terms of Section 306 (except with respect to any such Note as to which proof satisfactory to the Indenture Trustee is presented that such Note is held by a person in whose hands such Note is a legal, valid and binding obligation of the Issuer). For purposes of determining the amounts of deposits, allocations, reallocations or payments to be made, unless the context clearly requires otherwise, references to "Notes" will be deemed to be references to "Outstanding Notes." In determining whether the Holders of the requisite principal amount of such Outstanding Notes have taken any Action hereunder, and for purposes of Section 804, Notes beneficially owned by the Issuer or the Transferor or any Affiliate of the Issuer or the Transferor will be disregarded and deemed not to be Outstanding. In determining whether the Indenture Trustee will be protected in relying upon any such Action, only Notes which an Indenture Trustee Authorized Officer knows to be owned by the Issuer or the Transferor, or any Affiliate of the Issuer or the Transferor, will be so disregarded. Notes so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee proves to the satisfaction of the Indenture Trustee the pledgee's right to act as owner with respect to such Notes and that the pledgee is not the Issuer or the Transferor or any other obligor upon the Notes or any Affiliate of the Issuer, the Transferor or such other obligor. "Outstanding Dollar Principal Amount" means at any time, either: (a) with respect to any Series, Class or Tranche of Notes (other than Discount Notes), the aggregate Initial Dollar Principal Amount of the Outstanding Notes of such Series, Class or Tranche at such time, less the amount of any withdrawals from any Issuer Account or Sub-Account for such Series, Class or Tranche of Notes for payment of principal to the Holders of such Series, Class or Tranche of Notes or the applicable Derivative Counterparty pursuant to the related Indenture Supplement, or (b) with respect to any Series, Class or Tranche of Discount Notes, an amount of the Outstanding Notes of such Series, Class or Tranche calculated by reference to the applicable formula set forth in the applicable Indenture Supplement, taking into account the amount and timing of payments of principal made to the Holders of such Series, Class or Tranche or to the applicable Derivative Counterparty and accretions of principal, each pursuant to the related Indenture Supplement; plus, in either case, the amount of any increase in the Outstanding Dollar Principal Amount of such Series, Class or Tranche of Notes due to the issuance of additional Notes of such Series, Class or Tranche pursuant to Section 310. "Owner Trustee" is defined in the Trust Agreement. "Paying Agent" means any Person authorized by the Issuer to pay the principal of or interest on any Notes on behalf of the Issuer as provided in Section 1002 hereof. "Payment Date" means, with respect to any Series, Class or Tranche of Notes, the applicable Principal Payment Date or Interest Payment Date. 12 "Payment Instruction" means with respect to any Series of Notes, an instruction, the form of which is attached as an exhibit to the related Indenture Supplement. "Permanent Global Note" is defined in Section 205. "Person" means any individual, corporation, estate, partnership, limited liability company, limited liability partnership, joint venture, association, joint-stock company, business trust, statutory trust, trust, unincorporated organization, government or any agency or political subdivision thereof, or other entity of a similar nature. "Place of Payment" means, with respect to any Series, Class or Tranche of Notes issued hereunder, the city or political subdivision so designated with respect to such Series, Class or Tranche of Notes in accordance with the provisions of Section 301. "Pooling and Servicing Agreement" means a pooling and servicing agreement, indenture or other agreement for the issuance of securities from time to time from a Master Trust and the servicing of the receivables in such Master Trust, as such agreement may be amended, restated and supplemented from time to time. "Predecessor Notes" of any particular Note means every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the purposes of this definition, any Note authenticated and delivered under Section 306 in lieu of a mutilated, lost, destroyed or stolen Note will be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Note. "Principal Payment Date" means, with respect to any Series, Class or Tranche of Notes, each Expected Principal Payment Date or upon the acceleration of such Series, Class or Tranche of Notes following an Event of Default or upon the occurrence of an Early Redemption Event, or other optional or mandatory redemption of such Series, Class or Tranche of Notes, each Monthly Principal Accrual Date. "Ratings Effect" means a reduction, qualification with negative implications or withdrawal of any then current rating of the Notes (other than as a result of the termination of a Note Rating Agency). "Record Date" for the interest or principal payable on any Note on any applicable Payment Date means the last day of the month before the related Interest Payment Date or Principal Payment Date, as applicable, unless otherwise specified in the applicable Indenture Supplement. "Registered Note" means a Note issued in registered form. "Registered Noteholder" means a holder of a Registered Note. "Required Subordinated Amount" means, with respect to any Tranche of a Senior Class of Notes, the amount specified in the related Indenture Supplement. "Securities Act" means the Securities Act of 1933, as amended from time to time. 13 "Securities Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time. "Security Interest" means the security interest granted pursuant to the granting clause in any Asset Pool Supplement. "Senior Class," with respect to a Class of Notes of any Series, is defined in the related Indenture Supplement. "Series" means, with respect to any Note, the Series specified in the applicable Indenture Supplement. "Series Supplement" means a series supplement to a Pooling and Servicing Agreement or similar document setting forth the terms of a Collateral Certificate, as such agreement may be amended, supplemented, restated or otherwise modified from time to time. "Standard & Poor's" means Standard & Poor's Ratings Services or any successor thereto. "Stated Principal Amount," with respect to any Note, has the meaning specified in the related Indenture Supplement or Terms Document. "Sub-Account" means each portion of an Issuer Account designated as such pursuant to this Indenture, the related Indenture Supplement or the applicable Asset Pool Supplement. "Subordinated Class," with respect to a Class of Notes of any Series, has the meaning specified in the related Indenture Supplement. "Subordinated Notes" means Notes of a Subordinated Class of a Series. "Supplemental Credit Enhancement Agreement" means a letter of credit, cash collateral account or surety bond or other similar arrangement with any credit enhancement provider which provides the benefit of one or more forms of credit enhancement which is referenced in the applicable Indenture Supplement for any Tranche of Notes in an Asset Pool. "Supplemental Credit Enhancement Provider" means any party to any Supplemental Credit Enhancement Agreement other than the Issuer or the Indenture Trustee. "Supplemental Issuer Accounts" means the trust account or accounts designated as such and established pursuant to Section 402(a). "Supplemental Liquidity Agreement" means any liquidity facility or other liquidity agreement which provides the benefit of liquidity for any Tranche of Notes in an Asset Pool which is referenced in the applicable Indenture Supplement for such Tranche of Notes. "Supplemental Liquidity Provider" means any party to any Supplemental Liquidity Agreement other than the Issuer or the Indenture Trustee. 14 "Temporary Global Note" is defined in Section 205. "Terms Document" means, with respect to any Series, Class or Tranche of Notes, a supplement to the Indenture Supplement that establishes such Class or Tranche. "Tranche" means, with respect to any Class of Notes, Notes of such Class which have identical terms, conditions and Tranche designation. Notes of a single Tranche may be issued on different dates. "Transfer and Administration Agreement" means any Transfer and Administration Agreement between the Issuer, the applicable Transferor or Transferors, the Administrator and the Indenture Trustee, which by its terms is identified as being a Transfer and Administration Agreement referred to herein, as the same may be amended, restated, supplemented or otherwise modified from time to time. "Transferor" is defined in the related Transfer and Administration Agreement. "Trust Agreement" means the Capital One Multi-asset Execution Trust Amended and Restated Trust Agreement, dated as of October 9, 2002, between the Beneficiary and the Owner Trustee, as the same may be amended, supplemented and modified from time to time. "Trust Estate" is defined in the Trust Agreement. "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended by the Trust Indenture Reform Act of 1990, as in force at the date as of which this Indenture was executed except as provided in Section 905. "UCC" means the Uniform Commercial Code, as in effect in the relevant jurisdiction. "United States Person" means a citizen or resident of the United States, a corporation, partnership or other entity created or organized in or under the laws of the United States of America, any one of the states thereof, the District of Columbia or any political subdivision thereof, or an estate or trust the income of which is subject to United States federal income taxation regardless of its source. "U.S. Depository" means, unless otherwise specified by the Issuer pursuant to any of Section 204, 206 or 301, with respect to Notes of any Tranche issuable or issued as a Global Note within the United States, The Depository Trust Company, New York, New York, or any successor thereto registered as a clearing agency under the Securities Exchange Act, or other applicable statute or regulation. Section 102. Compliance Certificates and Opinions. Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer will furnish to the Indenture Trustee (i) an Officer's Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and (ii) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically 15 required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Notwithstanding the provisions of Section 310 and of the preceding paragraph, if all Notes of a Tranche are not to be originally issued at one time, it will not be necessary to deliver the Issuer Certificate otherwise required pursuant to Section 310 or the Officer's Certificate and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or before the time of authentication of each Note of such Tranche if such documents are delivered at or prior to the authentication upon original issuance of the first Note of such Tranche to be issued. The Indenture Trustee may rely, as to authorization by the Issuer of any Tranche of Notes, the form and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Section 310 and this Section, as applicable, in connection with the first authentication of Notes of such Tranche. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (except for the written statement required by Section 1004) will include: (a) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c) a statement that such individual has made such examination or investigation as is necessary to express an informed opinion as to whether or not such covenant or condition has been complied with; and (d) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with. Section 103. Form of Documents Delivered to Indenture Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, one or more specified Persons, one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to the other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless the Issuer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations are erroneous. Any such certificate or opinion of, or representation by, counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, the Issuer stating that the information with respect to such factual matters is in the possession of the Issuer, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations are erroneous. 16 Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. Section 104. Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, "Action") provided by this Indenture to be given or taken by Noteholders of any Series, Class or Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. If Notes of a Series, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 804, or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such Action will become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer. Such instrument or instruments and any such record (and the Action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Noteholders signing such instrument or instruments and so voting at any meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will be sufficient for any purpose of this Indenture and (subject to Section 701) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section 104. The record of any meeting of Noteholders shall be proved in the manner provided in Section 804. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit will also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner which the Indenture Trustee deems sufficient. (c) (i) The ownership of Registered Notes will be proved by the Note Register. (ii) The ownership of Bearer Notes or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuer and the Indenture Trustee, executed, as depositary, by any bank, trust company, recognized securities dealer, as depositary, wherever situated, satisfactory to the Issuer. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company or recognized securities dealer by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons 17 specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding. (d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section. (e) If the Issuer will solicit from the Holders any Action, the Issuer may, at its option, by an Officer's Certificate and consistent with the Trust Indenture Act, fix in advance a record date for the determination of Holders entitled to give such Action, but the Issuer will have no obligation to do so. If the Issuer does not so fix a record date, such record date will be the later of thirty (30) days before the first solicitation of such Action or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 801 before such solicitation. Such Action may be given before or after the record date, but only the Holders of record at the close of business on the record date will be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such Action, and for that purpose the Notes Outstanding will be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date. (f) Any Action by the Holder of any Note will bind the Holder of every Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon whether or not notation of such Action is made upon such Note. (g) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. (h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 301 or pursuant to one or more Indentures Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or 18 proxies to the beneficial owners of interests in or security entitlements to any such Global Note through such Depository's standing instructions and customary practices. (i) The Issuer may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in or security entitlements to any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date. Section 105. Notices, etc., to Indenture Trustee and Issuer. Any Action of Noteholders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, the Indenture Trustee by any Noteholder or by the Issuer will be sufficient for every purpose hereunder if in writing and mailed, first-class postage prepaid or sent via facsimile transmission to the Indenture Trustee at its Corporate Trust Office, or the Issuer by the Indenture Trustee or by any Noteholder will be sufficient for every purpose hereunder (except as provided in Subsection 601(c)) if in writing and mailed, first-class postage prepaid, to the Issuer addressed to it at the address of its principal office specified in the first paragraph of this Indenture or at any other address previously furnished in writing to the Indenture Trustee by the Issuer. Section 106. Notices to Noteholders; Waiver. (a) Where this Indenture, any Asset Pool Supplement, any Indenture Supplement or any Registered Note provides for notice to Registered Noteholders of any event, such notice will be sufficiently given (unless otherwise herein, in such Indenture Supplement or in such Registered Note expressly provided) if in writing and mailed, first-class postage prepaid, sent by facsimile, sent by electronic transmission or personally delivered to each Holder of a Registered Note affected by such event, at such Noteholder's address as it appears in the Note Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Registered Noteholders is given by mail, facsimile, electronic transmission or delivery neither the failure to mail, send by facsimile, send by electronic transmission or deliver such notice, nor any defect in any notice so mailed, to any particular Noteholders will affect the sufficiency of such notice with respect to other Noteholders and any notice that is mailed, sent by facsimile, sent by electronic transmission or delivered in the manner herein provided shall conclusively have been presumed to have been duly given. Where this Indenture, any Asset Pool Supplement, any Indenture Supplement or any Registered Note provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver will be the equivalent of such notice. Waivers of notice by Registered Noteholders will be filed with the Indenture Trustee, but such filing will not be a condition precedent to the validity of any action taken in reliance upon such waiver. (b) In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or otherwise, it will be impractical to mail notice of any event to any 19 Holder of a Registered Note when such notice is required to be given pursuant to any provision of this Indenture, then any method of notification as will be satisfactory to the Indenture Trustee and the Issuer will be deemed to be a sufficient giving of such notice. (c) No notice will be given by mail, facsimile, electronic transmission or otherwise delivered to a Holder of Bearer Notes or coupons in bearer form. In the case of any Series, Class or Tranche with respect to which any Bearer Notes are Outstanding, any notice required or permitted to be given to Holders of such Bearer Notes will be published in an Authorized Newspaper within the time period prescribed in this Indenture or the applicable Indenture Supplement. (d) With respect to any Series, Class or Tranche of Notes, the applicable Indenture Supplement may specify different or additional means of giving notice to the Holders of the Notes of such Series, Class or Tranche. (e) Where this Indenture provides for notice to any Note Rating Agency, failure to give such notice will not affect any other rights or obligations created hereunder and will not under any circumstance constitute an Adverse Effect. Section 107. Conflict with Trust Indenture Act. If and to the extent that any provision of this Indenture limits, qualifies or conflicts with the duties imposed by, or with another provision (an "incorporated provision") included in this Indenture by operation of, Sections 310 to 318, inclusive, of the Trust Indenture Act, such imposed duties or incorporated provision will control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the latter provision will be deemed to apply to this Indenture as so modified or excluded, as the case may be. Section 108. Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and will not affect the construction hereof. Section 109. Successors and Assigns. All covenants and agreements in this Indenture by the Issuer will bind its successors and assigns, whether so expressed or not. All covenants and agreements of the Indenture Trustee in this Indenture shall bind its successors, co-trustees and agents of the Indenture Trustee. Section 110. Severability of Provisions. In case any provision in this Indenture or in the Notes will be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby. Section 111. Benefits of Indenture. Nothing in this Indenture or in any Notes, express or implied, will give to any Person, other than the parties hereto and their successors hereunder, any Authenticating Agent or Paying Agent, the Note Registrar, Derivative Counterparties (to the extent specified in the applicable Derivative Agreement), Supplemental Credit Enhancement Providers and Supplemental Liquidity Providers (each to the extent specified in the applicable Supplemental Credit Enhancement Agreement and Supplemental Liquidity Agreement, as applicable) and the Holders of Notes (or such of them as may be affected thereby), any benefit or any legal or equitable right, remedy or claim under this Indenture. 20 Section 112. Governing Law. THIS INDENTURE WILL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATION LAW, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Section 113. Counterparts. This Indenture may be executed in any number of counterparts, each of which so executed will be deemed to be an original, but all such counterparts will together constitute but one and the same instrument. Section 114. Indenture Referred to in the Trust Agreement. This is the Indenture referred to in the Trust Agreement. Section 115. Legal Holidays. In any case where the date on which any payment is due shall not be a Business Day, then (notwithstanding any other provision of the Notes or this Indenture) payment need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the date on which nominally due, and no interest shall accrue for the period from and after any such nominal date. [END OF ARTICLE I] 21 ARTICLE II NOTE FORMS Section 201. Forms Generally. The Notes will have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or the applicable Indenture Supplement and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon, as may be required to comply with applicable laws or regulations or with the rules of any securities exchange, or as may, consistently herewith, be determined by the Issuer, as evidenced by the Issuer's execution of such Notes. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. The definitive Notes will be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) or may be produced in any other manner, all as determined by the Issuer, as evidenced by the Issuer's execution of such Notes, subject, with respect to the Notes of any Series, Class or Tranche, to the rules of any securities exchange on which such Notes are listed. Section 202. Forms of Notes. Each Note will be in one of the forms approved from time to time by or pursuant to an Indenture Supplement. Before the delivery of a Note to the Indenture Trustee for authentication in any form approved by or pursuant to an Issuer Certificate, the Issuer will deliver to the Indenture Trustee the Issuer Certificate by or pursuant to which such form of Note has been approved, which Issuer Certificate will have attached thereto a true and correct copy of the form of Note which has been approved thereby or, if an Issuer Certificate authorizes a specific officer or officers of the Beneficiary to approve a form of Note, a certificate of such officer or officers approving the form of Note attached thereto. Any form of Note approved by or pursuant to an Issuer Certificate must be acceptable as to form to the Indenture Trustee, such acceptance to be evidenced by the Indenture Trustee's authentication of Notes in that form or a certificate signed by an Indenture Trustee Authorized Officer and delivered to the Issuer. Section 203. Form of Indenture Trustee's Certificate of Authentication. The form of Indenture Trustee's Certificate of Authentication for any Note issued pursuant to this Indenture will be substantially as follows: 22 INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Notes of the Series, Class or Tranche designated therein referred to in the within-mentioned Indenture. THE BANK OF NEW YORK, as Indenture Trustee, By: ______________________________________ Authorized Signatory Dated:____________________________________ Section 204. Notes Issuable in the Form of a Global Note. (a) If the Issuer establishes pursuant to Sections 202 and 301 that the Notes of a particular Series, Class or Tranche are to be issued in whole or in part in the form of one or more Global Notes, then the Issuer will execute and the Indenture Trustee or its agent will, in accordance with Section 303 and the Issuer Certificate delivered to the Indenture Trustee or its agent thereunder, authenticate and deliver, such Global Note or Notes, which, unless otherwise provided in the applicable Indenture Supplement (i) will represent, and will be denominated in an amount equal to the aggregate Stated Principal Amount (or in the case of Discount Notes, the aggregate Stated Principal Amount at the Expected Principal Payment Date of such Notes) of the Outstanding Notes of such Series, Class or Tranche to be represented by such Global Note or Notes, or such portion thereof as the Issuer will specify in an Issuer Certificate, (ii) in the case of Registered Notes, will be registered in the name of the Depository for such Global Note or Notes or its nominee, (iii) will be delivered by the Indenture Trustee or its agent to the Depository or pursuant to the Depository's instruction, (iv) if applicable, will bear a legend substantially to the following effect: "Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful inasmuch as the registered owner hereof, Cede & Co., has an interest herein" and (v) may bear such other legend as the Issuer, upon advice of counsel, deems to be applicable. (b) Notwithstanding any other provisions of this Section 204 or of Section 305, and subject to the provisions of paragraph (c) below, unless the terms of a Global Note or the applicable Indenture Supplement expressly permit such Global Note to be exchanged in whole or in part for individual Notes, a Global Note may be transferred, in whole but not in part and in the manner provided in Section 305, only to a nominee of the Depository for such Global Note, or to the Depository, or a successor Depository for such Global Note selected or approved by the Issuer, or to a nominee of such successor Depository. 23 (c) With respect to Notes issued within the United States, unless otherwise specified in the applicable Indenture Supplement, or with respect to Notes issued outside the United States, if specified in the applicable Indenture Supplement: (i) If at any time the Depository for a Global Note notifies the Issuer that it is unwilling or unable to continue as Depository for such Global Note or if at any time the Depository for the Notes for such Series, Class or Tranche ceases to be a clearing agency registered under the Securities Exchange Act, or other applicable statute or regulation, the Issuer will appoint a successor Depository with respect to such Global Note. If a successor Depository for such Global Note is not appointed by the Issuer within ninety (90) days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer will execute, and the Indenture Trustee or its agent, upon receipt of an Issuer Certificate requesting the authentication and delivery of individual Notes of such Series, Class or Tranche in exchange for such Global Note, will authenticate and deliver, individual Notes of such Series, Class or Tranche of like tenor and terms in an aggregate Stated Principal Amount equal to the Stated Principal Amount of the Global Note in exchange for such Global Note. (ii) The Issuer may at any time and in its sole discretion determine that the Notes of any Series, Class or Tranche or portion thereof issued or issuable in the form of one or more Global Notes will no longer be represented by such Global Note or Notes. In such event the Issuer will execute, and the Indenture Trustee, upon receipt of a written request by the Issuer for the authentication and delivery of individual Notes of such Series, Class or Tranche in exchange in whole or in part for such Global Note, will authenticate and deliver individual Notes of such Series, Class or Tranche of like tenor and terms in definitive form in an aggregate Stated Principal Amount equal to the Stated Principal Amount of such Global Note or Notes representing such Series, Class or Tranche or portion thereof in exchange for such Global Note or Notes. (iii) If specified by the Issuer pursuant to Sections 202 and 301 with respect to Notes issued or issuable in the form of a Global Note, the Depository for such Global Note may surrender such Global Note in exchange in whole or in part for individual Notes of such Series, Class or Tranche of like tenor and terms in definitive form on such terms as are acceptable to the Issuer and such Depository. Thereupon the Issuer will execute, and the Indenture Trustee or its agent will authenticate and deliver, without service charge, (A) to each Person specified by such Depository a new Note or Notes of the same Series, Class or Tranche of like tenor and terms and of any authorized denomination as requested by such Person in aggregate Stated Principal Amount equal to and in exchange for such Person's beneficial interest in the Global Note; and (B) to such Depository a new Global Note of like tenor and terms and in an authorized denomination equal to the difference, if any, between the Stated Principal Amount of the surrendered Global Note and the aggregate Stated Principal Amount of Notes delivered to the Holders thereof. (iv) If any Event of Default has occurred and is continuing with respect to such Global Notes, and Holders of Notes evidencing more than 50% of the unpaid Outstanding Dollar Principal Amount of the Global Notes of that Series, Class or Tranche advise the Indenture Trustee and the Depository that a Global Note is no longer in the 24 best interest of the Noteholders, the Holders of Global Notes of that Tranche may exchange such Notes for individual Notes. (v) In any exchange provided for in any of the preceding four paragraphs, the Issuer will execute and the Indenture Trustee or its agent will authenticate and deliver individual Notes in definitive registered form in authorized denominations. Upon the exchange of the entire Stated Principal Amount of a Global Note for individual Notes, such Global Note will be canceled by the Indenture Trustee or its agent. Except as provided in the preceding paragraphs, Notes issued in exchange for a Global Note pursuant to this Section will be registered in such names and in such authorized denominations as the Depository for such Global Note, pursuant to instructions from its direct or indirect participants or otherwise, will instruct the Indenture Trustee or the Note Registrar. The Indenture Trustee or the Note Registrar will deliver such Notes to the Persons in whose names such Notes are so registered. Section 205. Temporary Global Notes and Permanent Global Notes. (a) If specified in the applicable Indenture Supplement for any Tranche, all or any portion of a Global Note may initially be issued in the form of a single temporary global Bearer Note or Registered Note (the "Temporary Global Note"), without interest coupons, in the denomination of the entire aggregate principal amount of such Series, Class or Tranche and substantially in the form set forth in the exhibit with respect thereto attached to the applicable Indenture Supplement. The Temporary Global Note will be authenticated by the Indenture Trustee upon the same conditions, in substantially the same manner and with the same effect as the Notes in definitive form. The Temporary Global Note may be exchanged as described below or in the applicable Indenture Supplement for permanent global Bearer Notes or Registered Notes (the "Permanent Global Notes"). (b) Unless otherwise provided in the applicable Indenture Supplement, exchanges of beneficial interests in or security entitlements to Temporary Global Notes for beneficial interests in or security entitlements to Permanent Global Notes will be made as provided in this clause. The Beneficiary will, upon its determination of the date of completion of the distribution of the Notes of such Series, Class or Tranche, so advise the Indenture Trustee, the Issuer, the Foreign Depository, and each foreign clearing agency forthwith. Without unnecessary delay, but in any event not prior to the Exchange Date, the Issuer will execute and deliver to the Indenture Trustee at the office of its designated agent outside the United States Permanent Global Notes in bearer or registered form (as specified in the applicable Indenture Supplement) in an aggregate principal amount equal to the Outstanding Dollar Principal Amount of such Series, Class or Tranche of Notes. Bearer Notes so issued and delivered may have coupons attached. The Temporary Global Note may be exchanged for an equal aggregate principal amount of Permanent Global Notes only on or after the Exchange Date. A United States Person may exchange its beneficial interest in or security entitlement to the Temporary Global Note only for an equal aggregate principal amount of Permanent Global Notes in registered form bearing the applicable legend set forth in the form of Registered Note attached to the applicable Indenture Supplement and having a minimum denomination of $500,000, which may be in temporary form if the Issuer so elects. The Issuer may waive the $500,000 minimum denomination requirement if it so elects. Upon any demand for exchange for Permanent Global Notes in accordance with this clause, the Issuer will cause the Indenture Trustee to authenticate 25 and deliver the Permanent Global Notes to the Holder (x) outside the United States, in the case of Bearer Notes and (y) according to the instructions of the Holder, in the case of Registered Notes, but in either case only upon presentation to the Indenture Trustee of a written statement substantially in the form of Exhibit B-1 (or such other form as the Issuer may determine) with respect to the Temporary Global Note, or portion thereof being exchanged, signed by a foreign clearing agency or Foreign Depository and dated the Exchange Date or a subsequent date, to the effect that it has received in writing or by tested telex a certification substantially in the form of (i) in the case of beneficial ownership of the Temporary Global Note, or a portion thereof being exchanged, by a United States institutional investor pursuant to this clause, the certificate in the form of Exhibit B-2 (or such other form as the Issuer may determine) signed by the Beneficiary which sold the relevant Notes or (ii) in all other cases, the certificate in the form of Exhibit B-3 (or such other form as the Issuer may determine), the certificate referred to in this clause (ii) being dated on the earlier of the first payment of interest in respect of such Note and the date of the delivery of such Note in definitive form. Upon receipt of such certification, the Indenture Trustee will cause the Temporary Global Note to be endorsed in accordance with clause (d). Any exchange as provided in this Section will be made free of charge to the Holders and the beneficial owners of the Temporary Global Note and to the beneficial owners of the Permanent Global Note issued in exchange, except that a Person receiving the Permanent Global Note must bear the cost of insurance, postage, transportation and the like in the event that such Person does not receive such Permanent Global Note in person at the offices of a foreign clearing agency or Foreign Depository. (c) The delivery to the Indenture Trustee by a foreign clearing agency or Foreign Depository of any written statement referred to above may be relied upon by the Issuer and the Indenture Trustee as conclusive evidence that a corresponding certification or certifications has or have been delivered to such foreign clearing agency pursuant to the terms of this Indenture. (d) Upon any such exchange of all or a portion of the Temporary Global Note for a Permanent Global Note or Notes, such Temporary Global Note will be endorsed by or on behalf of the Indenture Trustee to reflect the reduction of its principal amount by an amount equal to the aggregate principal amount of such Permanent Global Note or Notes. Until so exchanged in full, such Temporary Global Note will in all respects be entitled to the same benefits under this Indenture as Permanent Global Notes authenticated and delivered hereunder except that the beneficial owners of such Temporary Global Note will not be entitled to receive payments of interest on the Notes until they have exchanged their beneficial interests or security entitlements to in such Temporary Global Note for Permanent Global Notes. Section 206. Beneficial Ownership of Global Notes. Until definitive Notes have been issued to the applicable Noteholders pursuant to Section 204 or as otherwise specified in any applicable Indenture Supplement: (a) the Issuer and the Indenture Trustee may deal with the applicable clearing agency or Depository and the clearing agency's or Depository's participants for all purposes (including the making of distributions) as the authorized representatives of the respective Note Owners; and 26 (b) the rights of the respective Note Owners will be exercised only through the applicable clearing agency or Depository and the clearing agency's or Depository's participants and will be limited to those established by law and agreements between such Note Owners and the clearing agency or Depository and/or the clearing agency's or Depository's participants. Pursuant to the operating rules of the applicable clearing agency, unless and until Notes in definitive form are issued pursuant to Section 204, the clearing agency or Depository will make book-entry transfers among the clearing agency's or Depository's participants and receive and transmit distributions of principal and interest on the related Notes to such clearing agency's or Depository's participants. For purposes of any provision of this Indenture requiring or permitting actions with the consent of, or at the direction of, Noteholders evidencing a specified percentage of the Outstanding Dollar Principal Amount of Outstanding Notes, such direction or consent may be given by Note Owners (acting through the clearing agency and the clearing agency's participants) owning interests in or security entitlements to Notes evidencing the requisite percentage of principal amount of Notes. Section 207. Notices to Depository. Whenever any notice or other communication is required to be given to Noteholders with respect to which book-entry Notes have been issued, unless and until Notes in definitive form will have been issued to the related Note Owners, the Indenture Trustee will give all such notices and communications to the applicable clearing agency or Depository. [END OF ARTICLE II] 27 ARTICLE III THE NOTES Section 301. General Title; General Limitations; Issuable in Series; Terms of a Series, Class or Tranche of Notes. (a) The aggregate Stated Principal Amount of Notes which may be authenticated and delivered and Outstanding under this Indenture is not limited. (b) The Notes may be issued in one or more Series, Classes or Tranches up to an aggregate Stated Principal Amount of Notes as from time to time may be authorized by the Issuer. All Notes of each Series, Class or Tranche under this Indenture will in all respects be equally and ratably entitled to the benefits hereof with respect to such Series, Class or Tranche without preference, priority or distinction on account of (i) the actual time of the authentication and delivery, (ii) Expected Principal Payment Date or (iii) Legal Maturity Date of the Notes of such Series, Class or Tranche, except as specified in the applicable Indenture Supplement for such Series, Class or Tranche of Notes. (c) Each Note issued must be part of a Series, Class and Tranche of Notes for purposes of allocations pursuant to the related Asset Pool Supplement and the related Indenture Supplement. A Series of Notes is created pursuant to an Indenture Supplement. A Class or Tranche of Notes is created pursuant to an Indenture Supplement or pursuant to a Terms Document, each related to the Indenture Supplement for the applicable Series. (d) Each Series of Notes will be secured by a particular Asset Pool. The related Indenture Supplement will identify the Asset Pool under which a Series of Notes has been issued. (e) Each Series of Notes may be assigned to a Group or Groups (now existing or hereafter created) of Notes for purposes of allocations of certain collections pursuant to the related Asset Pool Supplement or the related Indenture Supplement. The related Indenture Supplement will identify the Group or Groups, if any, to which a Series of Notes has been assigned and the manner and extent to which Series in the same Group will share certain amounts. (f) Each Series of Notes may, but need not be, subdivided into multiple Classes. Notes belonging to a Class in any Series may be entitled to specified payment priorities over other Classes of Notes in that Series. (g) Notes of a Series that belong to different Classes in that Series belong to different Tranches on the basis of the difference in Class membership. (h) Each Class of Notes may consist of a single Tranche or may be subdivided into multiple Tranches. Notes of a single Class of a Series will belong to different Tranches if they have different terms and conditions. With respect to any Class of Notes, Notes which have identical terms, conditions and Tranche designation will be deemed to be part of a single Tranche. 28 (i) Before the initial issuance of Notes of each Series, Class or Tranche, there shall also be established in or pursuant to an Indenture Supplement or pursuant to a Terms Document related to the applicable Indenture Supplement, provision for: (i) the Series designation; (ii) the Asset Pool designation; (iii) the Stated Principal Amount of the Notes; (iv) whether such Series belongs to any Group or Groups; (v) whether such Notes are of a particular Class of Notes or a Tranche of a Class of Notes; (vi) the Required Subordinated Amount (if any) for such Class or Tranche of Notes; (vii) the currency or currencies in which such Notes will be denominated and in which payments of principal of, and interest on, such Notes will or may be payable; (viii) if the principal of or interest, if any, on such Notes are to be payable, at the election of the Issuer or a Holder thereof, in a currency or currencies other than that in which the Notes are stated to be payable, the period or periods within which, and the terms and conditions upon which, such election may be made; (ix) if the amount of payments of principal of or interest, if any, on such Notes may be determined with reference to an index based on (A) a currency or currencies other than that in which the Notes are stated to be payable, (B) changes in the prices of one or more other securities or Groups or indexes of securities or (C) changes in the prices of one or more commodities or Groups or indexes of commodities, or any combination of the foregoing, the manner in which such amounts will be determined; (x) the price or prices at which such Series, Class or Tranche of the Notes will be issued; (xi) the times at which such Series, Class or Tranche of Notes may, pursuant to any optional or mandatory redemption provisions, be redeemed, and the other terms and provisions of any such redemption provisions; (xii) the rate per annum at which such Series, Class or Tranche of Notes will bear interest, if any, or the formula or index on which such rate will be determined, including all relevant definitions, and the date from which interest will accrue; (xiii) each Interest Payment Date, Expected Principal Payment Date and the Legal Maturity Date for such Series, Class or Tranche of Notes; 29 (xiv) the Initial Dollar Principal Amount of such Series, Class or Tranche of Notes, and the means for calculating the Outstanding Dollar Principal Amount of such Series, Class or Tranche of Notes; (xv) the Nominal Liquidation Amount of such Series, Class or Tranche of Notes, and the means for calculating the Nominal Liquidation Amount of such Series, Class or Tranche of Notes; (xvi) whether or not application will be made to list such Series, Class or Tranche of Notes on any securities exchange; (xvii) any Events of Default or Early Redemption Events with respect to such Series, Class or Tranche of Notes, if not set forth herein and any additions, deletions or other changes to the Events of Default or Early Redemption Events set forth herein that will be applicable to such Series, Class or Tranche of Notes (including a provision making any Event of Default or Early Redemption Event set forth herein inapplicable to the Notes of that Series, Class or Tranche); (xviii) the appointment by the Indenture Trustee of an Authenticating Agent in one or more places other than the location of the office of the Indenture Trustee with power to act on behalf of the Indenture Trustee and subject to its direction in the authentication and delivery of such Notes in connection with such transactions as will be specified in the provisions of this Indenture or in or pursuant to the applicable Indenture Supplement creating such Series, Class or Tranche; (xix) if such Series, Class or Tranche of Notes will be issued in whole or in part in the form of a Global Note or Global Notes, the terms and conditions, if any, upon which such Global Note or Global Notes may be exchanged in whole or in part for other individual Notes; and the Depository for such Global Note or Global Notes (if other than the Depository specified in Section 101); (xx) if such Series, Class or Tranche of Notes will be issued in whole or in part as Registered Notes, Bearer Notes or both, whether such Series, Class or Tranche of Notes are to be issued with or without coupons or both; (xxi) the subordination of such Series, Class or Tranche of Notes to any other indebtedness of the Issuer, including without limitation, the Notes of any other Series, Class or Tranche; (xxii) if such Series, Class or Tranche of Notes are to have the benefit of any Derivative Agreement, the terms and provisions of such agreement; (xxiii) if such Series, Class or Tranche of Notes are to have the benefit of any Supplemental Credit Enhancement Agreement or Supplemental Liquidity Agreement, the terms and provisions of the applicable agreement; (xxiv) the Record Date for any Payment Date of such Series, Class or Tranche of Notes, if different from the last day of the month before the related Payment Date; 30 (xxv) the amount scheduled to be deposited on each Principal Payment Date during an amortization period or accumulation period for such Series, Class or Tranche of Notes; (xxvi) whether and under what conditions, additional amounts will be payable to Noteholders; and (xxvii) any other terms of such Notes as stated in the related Indenture Supplement; all upon such terms as may be determined in or pursuant to an Indenture Supplement with respect to such Series, Class or Tranche of Notes. (j) The form of the Notes of each Series, Class or Tranche will be established pursuant to the provisions of this Indenture and the related Indenture Supplement or Terms Document creating such Series, Class or Tranche. The Notes of each Series, Class or Tranche will be distinguished from the Notes of each other Series, Class or Tranche in such manner, reasonably satisfactory to the Indenture Trustee, as the Issuer may determine. (k) Any terms or provisions in respect of the Notes of any Series, Class or Tranche issued under this Indenture may be determined pursuant to this Section by providing in the applicable Indenture Supplement for the method by which such terms or provisions will be determined. Section 302. Denominations. The Notes of each Series, Class or Tranche will be issuable in such denominations and currency as will be provided in the provisions of this Indenture or in or pursuant to the applicable Indenture Supplement. In the absence of any such provisions with respect to the Registered Notes of any Series, Class or Tranche, the Registered Notes of that Series, Class or Tranche will be issued in denominations of $1,000 and multiples thereof. In the absence of any such provisions with respect to the Bearer Notes of any Series, Class or Tranche, the Bearer Notes of that Series, Class or Tranche will be issued in denominations of 1,000, 5,000, 50,000 and 100,000 units of the applicable currency. Section 303. Execution, Authentication and Delivery and Dating. (a) The Notes will be executed on behalf of the Issuer by an Issuer Authorized Officer. The signature of any officer of the Beneficiary or the Owner Trustee on the Notes may be manual or facsimile. (b) Notes bearing the manual or facsimile signatures of individuals who were at any time an Issuer Authorized Officer will bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices before the authentication and delivery of such Notes or did not hold such offices at the date of issuance of such Notes. (c) At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Indenture Trustee for authentication; and the Indenture Trustee will, upon request by an Officer's Certificate, authenticate and deliver such Notes as in this Indenture provided and not otherwise. 31 (d) Before any such authentication and delivery, the Indenture Trustee will be entitled to receive, in addition to any Officer's Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 102, the Issuer Certificate and any other opinion or certificate relating to the issuance of the Series, Class or Tranche of Notes required to be furnished pursuant to Section 202 or Section 310. (e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Indenture Trustee's own rights, duties or immunities under the Notes and this Indenture. (f) Unless otherwise provided in the form of Note for any Series, Class or Tranche, all Notes will be dated the date of their authentication. (g) No Note will be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a Certificate of Authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatory, and such certificate upon any Note will be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Section 304. Temporary Notes. (a) Pending the preparation of definitive Notes of any Series, Class or Tranche, the Issuer may execute, and, upon receipt of the documents required by Section 303, together with an Officer's Certificate, the Indenture Trustee will authenticate and deliver, temporary Notes which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Notes in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the Issuer may determine, as evidenced by the Issuer's execution of such Notes. (b) If temporary Notes of any Series, Class or Tranche are issued, the Issuer will cause definitive Notes of such Series, Class or Tranche to be prepared without unreasonable delay. After the preparation of definitive Notes, the temporary Notes of such Series, Class or Tranche will be exchangeable for definitive Notes of such Series, Class or Tranche upon surrender of the temporary Notes of such Series, Class or Tranche at the office or agency of the Issuer in a Place of Payment, without charge to the Holder; and upon surrender for cancellation of any one or more temporary Notes the Issuer will execute and the Indenture Trustee will authenticate and deliver in exchange therefor a like Stated Principal Amount of definitive Notes of such Series, Class or Tranche of authorized denominations and of like tenor and terms. Until so exchanged the temporary Notes of such Series, Class or Tranche will in all respects be entitled to the same benefits under this Indenture as definitive Notes of such Series, Class or Tranche. Section 305. Registration, Transfer and Exchange. (a) The Issuer will keep or cause to be kept a register (herein sometimes referred to as the "Note Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer will provide for the registration of Registered Notes, or of Registered Notes of a particular Series, Class or Tranche, and for transfers of Registered Notes or of Registered 32 Notes of such Tranche. Any such register will be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the information contained in such register or registers will be available for inspection by the Indenture Trustee at the office or agency to be maintained by the Issuer as provided in Section 1002. (b) Subject to Section 204, upon surrender for transfer of any Registered Note of any Series, Class or Tranche at the office or agency of the Issuer in a Place of Payment, if the requirements of Section 8-401(a) of the UCC are met, the Issuer will execute, and, upon receipt of such surrendered Note, the Indenture Trustee will authenticate and deliver, in the name of the designated transferee or transferees, one or more new Registered Notes of such Series, Class or Tranche of any authorized denominations, of a like aggregate Stated Principal Amount, Expected Principal Payment Date and Legal Maturity Date and of like terms. (c) Subject to Section 204, at the option of the Holder, Notes of any Series, Class or Tranche may be exchanged for other Notes of such Series, Class or Tranche of any authorized denominations, of a like aggregate Stated Principal Amount, Expected Principal Payment Date and Legal Maturity Date and of like terms, upon surrender of the Notes to be exchanged at such office or agency. Registered Notes, including Registered Notes received in exchange for Bearer Notes, may not be exchanged for Bearer Notes. At the option of the Holder of a Bearer Note, subject to applicable laws and regulations, Bearer Notes may be exchanged for other Bearer Notes or Registered Notes (of the same Series, Class and Tranche of Notes) of authorized denominations of like aggregate fractional undivided interests in the Noteholders' interest, upon surrender of the Bearer Notes to be exchanged at an office or agency of the Note Registrar located outside the United States. Each Bearer Note surrendered pursuant to this Section will have attached thereto all unmatured coupons; provided, however, that any Bearer Note so surrendered after the close of business on the last day of the month preceding the relevant Payment Date need not have attached the coupon relating to such Payment Date. Whenever any Notes are so surrendered for exchange, the Issuer will execute, and the Indenture Trustee will authenticate and deliver (in the case of Bearer Notes, outside the United Sates), the Notes which the Noteholders making the exchange are entitled to receive. (d) All Notes issued upon any transfer or exchange of Notes will be the valid and legally binding obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchange. (e) Every Note presented or surrendered for transfer or exchange will (if so required by the Issuer or the Indenture Trustee) be duly indorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Note Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. (f) Unless otherwise provided in the Note to be transferred or exchanged, no service charge will be made on any Noteholder for any transfer or exchange of Notes, but the Issuer may (unless otherwise provided in such Note) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Notes before the transfer or exchange will be complete, other than exchanges pursuant to Section 304 or 906 not involving any transfer. 33 (g) None of the Issuer, the Note Registrar or the Indenture Trustee shall be required (i) to issue, register the transfer of or exchange any Notes of any Series, Class or Tranche during a period beginning at the opening of business 15 days before the day of selection of Notes of such Series, Class or Tranche to be redeemed and ending at the close of business on (A) if Notes of such Series, Class or Tranche are issuable only as Registered Notes, the day of the mailing of the relevant notice of redemption of Registered Notes of such Series, Class or Tranche so selected for redemption or (B) if Notes of the Series, Class or Tranche are issuable as Bearer Notes, the day of the first publication of the relevant notice of redemption or, if Notes of the Series, Class or Tranche are also issuable as Registered Notes and there is no publication, the mailing of the relevant notice of redemption or (ii) to register the transfer or exchange of any Notes or portions thereof so selected for redemption. Notwithstanding anything herein to the contrary, the exchange of Bearer Notes into Registered Notes shall be subject to applicable laws and regulations in effect at the time of exchange; none of the Issuer, the Indenture Trustee or the Note Registrar shall exchange any Bearer Notes into Registered Notes if it has received an Opinion of Counsel that as a result of such exchanges the Issuer or any Transferor would suffer adverse consequences under the United States federal income tax laws and regulations then in effect and the Issuer has delivered to the Indenture Trustee an Issuer Certificate directing the Indenture Trustee not to make such exchanges unless and until the Indenture Trustee receives a subsequent Issuer Certificate to the contrary. The Issuer shall deliver copies of such Issuer Certificates to the Note Registrar. (g) None of the Issuer, the Indenture Trustee, any agent of the Indenture Trustee, any Paying Agent or the Note Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership of a Global Note or for maintaining, supervising or reviewing any records relating to such beneficial ownership. (h) The Issuer initially appoints The Bank of New York to act as Note Registrar for the Registered Notes on its behalf. The Issuer may at any time and from time to time authorize any Person to act as Note Registrar in place of the Indenture Trustee with respect to any Series, Class or Tranche of Notes issued under this Indenture. (i) Registration of transfer of Notes containing the following legend or to which the following legend is applicable: "THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). NEITHER THIS NOTE NOR ANY PORTION HEREOF MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE SECURITIES ACT AND ANY APPLICABLE PROVISIONS OF ANY STATE BLUE SKY OR SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS. THE TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE INDENTURE REFERRED TO HEREIN." 34 will be effected only if such transfer is made pursuant to an effective registration statement under the Securities Act, or is exempt from the registration requirements under the Securities Act. In the event that registration of a transfer is to be made in reliance upon an exemption from the registration requirements under the Securities Act other than Rule 144A under the Securities Act or Rule 903 or Rule 904 of Regulation S under the Securities Act, the transferor or the transferee will deliver, at its expense, to the Issuer and the Indenture Trustee, an investment letter from the transferee, substantially in the form of the investment letter attached hereto as Exhibit C or such other form as the Issuer may determine, and no registration of transfer will be made until such letter is so delivered. Notes issued upon registration or transfer of, or Notes issued in exchange for, Notes bearing the legend referred to above will also bear such legend unless the Issuer, the Indenture Trustee and the Note Registrar receive an Opinion of Counsel, satisfactory to each of them, to the effect that such legend may be removed. Whenever a Note containing the legend referred to above is presented to the Note Registrar for registration of transfer, the Note Registrar will promptly seek instructions from the Issuer regarding such transfer and will be entitled to receive an Issuer Certificate prior to registering any such transfer. The Issuer hereby agrees to indemnify the Note Registrar and the Indenture Trustee and to hold each of them harmless against any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by them in relation to any such instructions furnished pursuant to this clause. The Indenture Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Section 306. Mutilated, Destroyed, Lost and Stolen Notes. (a) If (i) any mutilated Note (together, in the case of Bearer Notes, with all unmatured coupons, if any, appertaining thereto) is surrendered to the Indenture Trustee or the Note Registrar, or the Issuer, the Note Registrar or the Indenture Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Issuer, the Note Registrar or the Indenture Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee that such Note has been acquired by a protected purchaser, the Issuer will execute and upon its request the Indenture Trustee will authenticate and deliver (in the case of Bearer Notes, outside the United States), in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a new Note of like tenor, Series, Class or Tranche, Expected Principal Payment Date, Legal Maturity Date and Stated Principal Amount, bearing a number not contemporaneously Outstanding. (b) In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Issuer in its discretion may, instead of issuing a new Note, pay such Note. 35 (c) Upon the issuance of any new Note under this Section, the Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Indenture Trustee) connected therewith. (d) Every new Note issued pursuant to this Section in lieu of any destroyed, lost or stolen Note will constitute an original additional contractual obligation of the Issuer, whether or not the destroyed, lost or stolen Note will be at any time enforceable by anyone, and will be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes of the same Series, Class or Tranche duly issued hereunder. (e) The provisions of this Section are exclusive and will preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes. Section 307. Payment of Interest; Interest Rights Preserved; Withholding Taxes. (a) Unless otherwise provided with respect to such Note pursuant to Section 301, interest payable on any Registered Note will be paid to the Person in whose name that Note (or one or more Predecessor Notes) is registered at the close of business on the most recent Record Date and interest payable on any Bearer Note will be paid to the bearer of that Note (or the applicable coupon). (b) Subject to clause (a), each Note delivered under this Indenture upon transfer of or in exchange for or in lieu of any other Note will carry the rights to interest accrued or principal accreted and unpaid, and to accrue or accrete, which were carried by such other Note. (c) The right of any Noteholder to receive interest on or principal of any Note shall be subject to any applicable withholding or deduction imposed pursuant to the Internal Revenue Code or other applicable tax law, including foreign withholding and deduction. Any amounts properly so withheld or deducted shall be treated as actually paid to the appropriate Noteholder. Section 308. Persons Deemed Owners. Title to any Bearer Note, including any coupons appertaining thereto, shall pass by delivery. The Issuer, the Indenture Trustee, the Owner Trustee, the Beneficiary and any agent of the Issuer, the Indenture Trustee, the Owner Trustee or the Beneficiary may treat the Person who is proved to be the owner of such Note pursuant to Subsection 104(c) as the owner of such Note for the purpose of receiving payment of principal of and (subject to Section 307) interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and neither the Issuer, the Indenture Trustee, the Owner Trustee, nor any agent of the Issuer, the Indenture Trustee, the Owner Trustee or the Beneficiary will be affected by notice to the contrary. Section 309. Cancellation. All Notes surrendered for payment, redemption, transfer, conversion or exchange will, if surrendered to any Person other than the Indenture Trustee, be delivered to the Indenture Trustee and, if not already canceled, will be promptly canceled by it. The Issuer may at any time deliver to the Indenture Trustee for cancellation any Notes previously authenticated and delivered hereunder which the Issuer may have acquired in 36 any manner whatsoever, and all Notes so delivered will be promptly canceled by the Indenture Trustee. No Note will be authenticated in lieu of or in exchange for any Notes canceled as provided in this Section, except as expressly permitted by this Indenture. The Indenture Trustee will dispose of all canceled Notes in accordance with its customary procedures and will deliver a certificate of such disposition to the Issuer. Section 310. New Issuances of Notes. (a) Unless otherwise specified in the related Indenture Supplement, the Issuer may issue new Notes of any Series, Class or Tranche, so long as the following conditions precedent are satisfied: (i) on or prior to the third Business Day before the date that the new issuance is to occur, the Issuer delivers to the Indenture Trustee and each Note Rating Agency notice of such new issuance; (ii) on or prior to the date that the new issuance is to occur, the Issuer delivers to the Indenture Trustee and each Note Rating Agency an Issuer Certificate to the effect that: (A) the Issuer reasonably believes that the new issuance will not cause an Adverse Effect on any Outstanding Notes; (B) all instruments furnished to the Indenture Trustee conform to the requirements of this Indenture and constitute sufficient authority hereunder for the Indenture Trustee to authenticate and deliver such Notes; (C) the form and terms of such Notes have been established in conformity with the provisions of this Indenture; and (D) such other matters as the Indenture Trustee may reasonably request; (iii) on or prior to the date that the new issuance is to occur, the Issuer will have delivered to the Indenture Trustee and each Note Rating Agency an Opinion of Counsel, which may be from internal counsel of the Issuer, that all laws and requirements with respect to the execution and delivery by the Issuer of such Notes have been complied with, the Issuer has the trust power and authority to issue such Notes and such Notes have been duly authorized and delivered by the Issuer and, assuming due authentication and delivery by the Indenture Trustee, constitute legal, valid and binding obligations of the Issuer enforceable in accordance with their terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws and legal principles affecting creditors' rights generally from time to time in effect and to general equitable principles, whether applied in an action at law or in equity) and are entitled to the benefits of this Indenture, equally and ratably with all other Outstanding Notes, if any, of such Series, Class or Tranche, subject to the terms of this Indenture, each Indenture Supplement and each Terms Document; 37 (iv) on or prior to the date that the new issuance is to occur, the Issuer will have delivered to the Indenture Trustee and the Note Rating Agencies a Master Trust Tax Opinion for each applicable Master Trust and an Issuer Tax Opinion with respect to such issuance; (v) if any additional conditions to the new issuance are specified in writing by a Note Rating Agency to the Issuer, either (A) the Issuer satisfies such conditions or (B) the Issuer obtains confirmation from the applicable Note Rating Agency that the new issuance will not have a Ratings Effect on any Outstanding Notes; (vi) in the case of Bearer Notes described in Section 163(f)(2)(A) of the Internal Revenue Code, such Notes shall be described in section 163(f)(2)(B) of the Internal Revenue Code and such section shall apply to such Notes; (vii) on or prior to the date that the new issuance is to occur, the Issuer will have delivered to the Indenture Trustee an Indenture Supplement and, if applicable, the Issuer Certificate or on or before the date that the new issuance is to occur, the Issuer will have executed with the Indenture Trustee a Terms Document relating to the applicable Class or Tranche of Notes; (viii)in the case of Foreign Currency Notes, the Issuer will have appointed one or more Paying Agents in the appropriate countries; (ix) the conditions specified herein or in Section 311; and (x) any other conditions specified in the applicable Indenture Supplement; provided, however, that any one of the aforementioned conditions may be eliminated (other than clause (iv)) or modified as a condition precedent to any new issuance of a Series, Class or Tranche of Notes if the Issuer has obtained approval from each Note Rating Agency. (b) The Issuer and the Indenture Trustee will not be required to provide prior notice to or to obtain the consent of any Noteholder of any Outstanding Series, Class or Tranche to issue any additional Notes of any Series, Class or Tranche. (c) There are no restrictions on the timing or amount of any additional issuance of Notes of an Outstanding Class or Tranche of a Series of Notes, so long as the conditions described in Subsection 310(a) are met or waived. As of the date of any additional issuance of Notes of an Outstanding Class or Tranche of Notes, the Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount of that Class or Tranche will be increased to reflect the principal amount of the additional Notes. If the additional Notes are a Class or Tranche of Notes that has the benefit of a Derivative Agreement, the Issuer will enter into a Derivative Agreement for the benefit of the additional Notes. In addition, if the additional Notes are a Class or Tranche of Notes that has the benefit of any Supplemental Credit Enhancement Agreement or any Supplemental Liquidity Agreement, the Issuer will enter into a Supplemental Credit Enhancement Agreement or Supplemental Liquidity Agreement, as applicable, for the benefit of the additional Notes. Furthermore, the targeted deposits, if any, to 38 any applicable Issuer Account will be increased proportionately to reflect the principal amount of the additional Notes. When issued, the additional Notes of a Tranche will be identical in all respects to the other Outstanding Notes of that Tranche and will be equally and ratably entitled to the benefits of the Indenture, the related Asset Pool Supplement and the related Indenture Supplement applicable to the previously issued Notes of such Tranche, as the other Outstanding Notes of that Tranche without preference, priority or distinction. Section 311. Specification of Required Subordinated Amount and other Terms with Respect to each Series, Class or Tranche of Notes. (a) The applicable Indenture Supplement for each Series, Class or Tranche of Notes will specify a Required Subordinated Amount of each Subordinated Class or Tranche of Notes, if any. (b) The Issuer may change the Required Subordinated Amount or method of computing such amount for any Class or Tranche of Notes at any time, without the consent of any Noteholders, so long as the Issuer has (i) received confirmation from the Note Rating Agencies that have rated any Outstanding Notes of the Series to which such Class or Tranche belongs that the change in the Required Subordinated Amount will not result in a Ratings Effect with respect to any Outstanding Notes of such Series and (ii) delivered to the Indenture Trustee and the Note Rating Agencies an Issuer Tax Opinion. [END OF ARTICLE III] 39 ARTICLE IV ISSUER ACCOUNTS AND INVESTMENTS Section 401. Collections. Except as otherwise expressly provided herein, the Indenture Trustee may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance from any fiscal agent or other intermediary, all money and other property payable to or receivable by the Indenture Trustee pursuant to this Indenture including, without limitation, all funds and other property payable to the Indenture Trustee in connection with the Collateral designated for inclusion in each Asset Pool. The Indenture Trustee will hold all such money and property received by it as part of the Collateral designated for inclusion in each Asset Pool and will apply it as provided in this Indenture. Section 402. Issuer Accounts. (a) Issuer Accounts; Distributions from Issuer Accounts. On or before the date of initial issuance of Notes secured by the Collateral designated for inclusion in a specific Asset Pool, the Issuer will, pursuant to the related Asset Pool Supplement, cause to be established and maintained for such Asset Pool one or more Eligible Deposit Accounts (each such account as described in the related Asset Pool Supplement) in the name of the Indenture Trustee, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Indenture Trustee and the applicable Noteholders. From time to time in connection with the issuance of a Series, Class or Tranche of Notes,the Issuer may cause the Indenture Trustee to establish one or more Eligible Deposit Accounts denominated as "Supplemental Issuer Accounts" in the name of the Indenture Trustee. Each Issuer Account shall be under the control (within the meaning of Section 9-104 or 9-106, as applicable, of the UCC) of the Indenture Trustee for the applicable Asset Pool for the benefit of the Indenture Trustee and the applicable Noteholders whose Notes are secured by the Collateral designated for inclusion in the applicable Asset Pool. Supplemental Issuer Accounts shall be created as specified in the applicable Asset Pool Supplement or Indenture Supplement. Any Supplemental Issuer Accounts will receive deposits as specified in the applicable Asset Pool Supplement or Indenture Supplement. If, at any time, the institution holding any Issuer Account ceases to be an Eligible Institution, the Issuer shall within ten (10) Business Days (or such longer period, not to exceed thirty (30) calendar days, as to which each Note Rating Agency may consent in writing) establish a new Issuer Account that is an Eligible Deposit Account and shall transfer any cash and/or investments from the existing Issuer Account to such new Issuer Account. (b) All payments to be made from time to time by or on behalf of the Indenture Trustee to Noteholders out of funds in the Issuer Accounts for a particular Asset Pool pursuant to this Indenture will be made as provided in the Asset Pool Supplement or the applicable Indenture Supplement but only to the extent funds are available in the applicable Issuer Accounts. Section 403. Investment of Funds in the Issuer Accounts. (a) Funds on deposit in the Issuer Accounts will (unless otherwise stated in the applicable Asset Pool Supplement or Indenture Supplement) be invested and reinvested by 40 the Indenture Trustee at the written direction of the Issuer in one or more Eligible Investments. Absent such written direction, the Indenture Trustee shall invest funds in the Eligible Investments described in clause (f) of the definition thereof. The Issuer may authorize the Indenture Trustee to make specific investments pursuant to written instructions, in such amounts as the Issuer will specify. Notwithstanding the foregoing, funds held by the Indenture Trustee in any of the Issuer Accounts will be invested in Eligible Investments that will mature in each case no later than the date on which such funds in the Issuer Accounts are scheduled to be transferred or distributed by the Indenture Trustee pursuant to this Indenture (or as necessary to provide for timely payment of principal or interest on the applicable Principal Payment Date or Interest Payment Date). (b) All funds deposited from time to time in the Issuer Accounts pursuant to this Indenture and all investments made with such funds will be held by the Indenture Trustee in the Issuer Accounts as part of the Collateral designated for inclusion in such Asset Pool as herein provided, subject to withdrawal by the Indenture Trustee for the purposes set forth herein. (c) Funds and other property in any of the Issuer Accounts will not be commingled with any other funds or property of the Issuer or the Indenture Trustee. The Indenture Trustee shall hold all Eligible Investments in a manner specified in the related Asset Pool Supplement; provided, that, other than following an Event of Default and acceleration pursuant to Section 602, no Eligible Investment shall be disposed of prior to its maturity. (d) All interest and earnings (net of losses and investment expenses) on funds on deposit in the Issuer Account will be applied as specified in the applicable Asset Pool Supplement or Indenture Supplement. Unless otherwise stated in the related Asset Pool Supplement or Indenture Supplement, for purposes of determining the availability of funds or the balance in the Issuer Accounts for any reason under this Indenture or any Indenture Supplement, investment earnings on such funds shall be deemed not to be available or on deposit. Subject to Subsection 701(d), the Indenture Trustee will not in any way be held liable by reason of any insufficiency in such Issuer Accounts resulting from any loss on any Eligible Investment included therein except for losses attributable to the Indenture Trustee's failure to make payments on such Eligible Investments issued by the Indenture Trustee, in its commercial capacity, in accordance with their terms. (e) Funds on deposit in the Issuer Accounts will be invested and reinvested by the Indenture Trustee to the fullest extent practicable, in such manner as the Indenture Trustee will from time to time determine, but only in one or more Eligible Investments, upon the occurrence of any of the following events: (i) the Issuer will have failed to give investment directions to the Indenture Trustee; or (ii) an Event of Default will have occurred and is continuing but no Notes have been declared due and payable pursuant to Section 602. [END OF ARTICLE IV] 41 ARTICLE V SATISFACTION AND DISCHARGE; CANCELLATION OF NOTES HELD BY THE ISSUER OR THE BANK Section 501. Satisfaction and Discharge of Indenture. This Indenture will cease to be of further effect with respect to any Series, Class or Tranche of Notes (except as to any surviving rights of transfer or exchange of Notes of that Series, Class or Tranche expressly provided for herein or in the form of Note for that Series, Class or Tranche), and the Indenture Trustee, on demand of and at the expense of the Issuer, will execute proper instruments acknowledging satisfaction and discharge of this Indenture as to that Series, Class or Tranche, when: (a) all Notes of that Series, Class or Tranche theretofore authenticated and delivered (other than (A) Notes of that Series, Class or Tranche which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 306, and (B) Notes of that Series, Class or Tranche for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from that trust, as provided in Section 1003) have been delivered to the Indenture Trustee canceled or for cancellation; (b) the Issuer has paid or caused to be paid all other sums payable hereunder (including payments to the Indenture Trustee pursuant to Section 707) by the Issuer with respect to the Notes of that Series, Class or Tranche; and (c) the Issuer has delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Notes of that Series, Class or Tranche have been complied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to any Series, Class or Tranche of Notes, the obligations of the Issuer to the Indenture Trustee with respect to that Series, Class or Tranche of Notes under Section 707 and the obligations of the Indenture Trustee under Sections 502 and 1003 will survive such satisfaction and discharge. Section 502. Application of Trust Money. All money and obligations deposited with the Indenture Trustee pursuant to Sections 501 or 503 and all money received by the Indenture Trustee in respect of such obligations will be held in trust and applied by it, in accordance with the provisions of the Series, Class or Tranche of Notes in respect of which it was deposited and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as its own Paying Agent) as the Indenture Trustee may determine, to the Persons entitled thereto, of the principal and interest for whose payment that money and obligations have been deposited with or received by the Indenture Trustee. Section 503. Cancellation of Notes Held by the Issuer or the Transferor. If the Issuer, the Transferor or any of their Affiliates holds any Notes, that Holder may, subject to any provisions of a related Indenture Supplement limiting the repayment of such Notes, by notice 42 from that Holder to the Indenture Trustee cause the Notes to be repaid and canceled, whereupon the Notes will no longer be Outstanding. [END OF ARTICLE V] 43 ARTICLE VI EVENTS OF DEFAULT AND REMEDIES Section 601. Events of Default. "Event of Default," wherever used herein, means with respect to any Series, Class or Tranche of Notes any one of the following events (whatever the reason for such Event of Default and whether it will be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), unless such event is either expressly stated to be inapplicable to a particular Series, Class or Tranche or specifically deleted or modified in the applicable Indenture Supplement creating such Series, Class or Tranche of Notes or in the form of Note for such Series, Class or Tranche: (a) with respect to such Series, Class or Tranche of Notes, as applicable, a default by the Issuer in the payment of any interest on such Notes when such interest becomes due and payable, and continuance of such default for a period of thirty-five (35) days following the date on which such interest became due and payable; (b) with respect to such Series, Class or Tranche of Notes, a default by the Issuer in the payment of the Stated Principal Amount of such Tranche of Notes at the applicable Legal Maturity Date; (c) a default in the performance, or breach, of any covenant or warranty of the Issuer in this Indenture in respect of the Notes of such Series, Class or Tranche (other than a covenant or warranty in respect of the Notes of such Series, Class or Tranche a default in the performance of which or the breach of which is elsewhere in this Section specifically dealt with), all of such covenants and warranties in this Indenture which are not expressly stated to be for the benefit of a particular Series, Class and Tranche of Notes being deemed to be in respect of the Notes of all Series, Classes or Tranches for this purpose, and continuance of such default or breach for a period of sixty (60) days after there has been given, by registered or certified mail, to the Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee by the Holders of at least 25% of the aggregate in Outstanding Dollar Principal Amount of the Outstanding Notes of the affected Series, Class or Tranche, a written notice specifying such default or breach and requesting it to be remedied and stating that such notice is a "Notice of Default" hereunder and, as a result of such default, the interests of the Holders of the Notes of such Series, Class or Tranche are materially and adversely affected and continue to be materially and adversely affected during the sixty (60) day period; (d) (i) the Issuer shall file a petition or commence a proceeding (A) to take advantage of any bankruptcy, conservatorship, receivership, insolvency, or similar laws or (B) for the appointment of a trustee, conservator, receiver, liquidator, or similar official for or relating to the Issuer or all or substantially all of its property, (ii) the Issuer shall consent or fail to object to any such petition filed or proceeding commenced against or with respect to it or all or substantially all of its property, or any such petition or proceeding shall not have been dismissed or stayed within sixty (60) days of its filing or commencement, or a court, agency, or other supervisory authority with jurisdiction shall have decreed or ordered relief with respect to 44 any such petition or proceeding, (iii) the Issuer shall admit in writing its inability to pay its debts generally as they become due, (iv) the Issuer shall make an assignment for the benefit of its creditors, or (v) the Issuer shall voluntarily suspend payment of its obligations. (e) with respect to any such Series, Class or Tranche, any additional Event of Default specified in the Indenture Supplement for such Series, Class or Tranche of Notes as applying to such Series, Class or Tranche, or specified in the form of Note for such Series, Class or Tranche. Section 602. Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default described in clause (a), (b), (c) or (e) (if the Event of Default under clause (c) or (e) is with respect to less than all Series, Classes and Tranches of Notes then Outstanding) of Section 601 occurs and is continuing with respect to any Series, Class or Tranche, then and in each and every such case, unless the principal of all the Notes of such Series, Class or Tranche shall have already become due and payable, either the Indenture Trustee or the Majority Holders of the Notes of such Series, Class or Tranche then Outstanding hereunder (each such Series, Class or Tranche acting as a separate Class), by notice in writing to the Issuer (and to the Indenture Trustee if given by the Holders), may declare the Outstanding Dollar Principal Amount of all the Outstanding Notes of such Series, Class or Tranche then Outstanding and all interest accrued or principal accreted and unpaid (if any) thereon to be due and payable immediately, and upon any such declaration the same will become and will be immediately due and payable, anything in this Indenture, the related Asset Pool Supplement, the related Indenture Supplement or in the Notes of such Series, Class or Tranche to the contrary notwithstanding. Such payments are subject to the allocation provisions of the applicable Asset Pool Supplement and the allocation, deposits and payment sections of the related Indenture Supplement. (b) If an Event of Default described in clause (c) or (e) of Section 601 occurs with respect to all Series, Classes and Tranches of Outstanding Notes and is continuing, then and in each and every such case, unless the principal of all the Notes shall have already become due and payable, either the Indenture Trustee or the Majority Holders of all the Outstanding Notes hereunder (treated as one Class), by notice in writing to the Issuer (and to the Indenture Trustee if given by Holders), may declare the Outstanding Dollar Principal Amount of all the Notes then Outstanding and all interest accrued or principal accreted and unpaid (if any) thereon to be due and payable immediately, and upon any such declaration the same will become and will be immediately due and payable, notwithstanding anything in this Indenture, the related Asset Pool Supplement, the related Indenture Supplements or the Notes to the contrary. (c) If an Event of Default described in clause (d) of Section 601 occurs and is continuing, then the Notes of all Series, Classes and Tranches will automatically be and become immediately due and payable by the Issuer, without notice or demand to any Person, and the Issuer will automatically and immediately be obligated to pay off the Notes. At any time after such a declaration of acceleration has been made or an automatic acceleration has occurred with respect to the Notes of any Series, Class or Tranche and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter 45 in this Article VI provided, the Majority Holders of such Series, Classes or Tranche, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if: (x) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay (i) all overdue installments of interest on the Notes of such Series, Class or Tranche, (ii) the principal of any Notes of such Series, Class or Tranche which have become due otherwise than by such declaration of acceleration, and interest thereon at the rate or rates prescribed therefor by the terms of the Notes of such Series, Class or Tranche, to the extent that payment of such interest is lawful, (iii) interest upon overdue installments of interest at the rate or rates prescribed therefor by the terms of the Notes of such Series, Class or Tranche to the extent that payment of such interest is lawful, and (iv) all sums paid by the Indenture Trustee hereunder and the reasonable compensation, expenses and disbursements of the Indenture Trustee, its agents and counsel and all other amounts due to the Indenture Trustee under Section 707; and (y) all Events of Default with respect to such Series, Class or Tranche of Notes, other than the nonpayment of the principal of the Notes of such Series, Class or Tranche which has become due solely by such acceleration, have been cured or waived as provided in Section 616. No such rescission will affect any subsequent default or impair any right consequent thereon. Section 603. Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if: (a) the Issuer defaults in the payment of interest on any Series, Class or Tranche of Notes when such interest becomes due and payable and such default continues for a period of thirty-five (35) days following the date on which such interest became due and payable, or (b) the Issuer defaults in the payment of the principal of any Series, Class or Tranche of Notes on the Legal Maturity Date thereof; the Issuer will, upon demand of the Indenture Trustee, pay (subject to the allocation provided in this Article VI and any related Indenture Supplement) to the Indenture Trustee, for the benefit of the Holders of any such Notes of the affected Series, Class or Tranche, the whole amount then due and payable on any such Notes for principal and interest, with interest, to the extent that payment of such interest will be legally enforceable, upon the overdue principal and upon overdue installments of interest, (i) in the case of Interest-bearing Notes, at the rate of interest applicable to the Stated Principal Amount thereof, unless otherwise specified in the applicable Indenture Supplement; and (ii) in the case of Discount Notes, as specified in the applicable Indenture Supplement, and in addition thereto, will pay such further amount as will be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due to the Indenture Trustee under Section 707. 46 If the Issuer fails to pay such amounts forthwith upon such demand, the Indenture Trustee may, in its own name and as trustee of an express trust, institute a judicial proceeding for the collection of the sums so due and unpaid, and may directly prosecute such proceeding to judgment or final decree, and the Indenture Trustee may enforce the same against the Issuer or any other obligor upon the Notes of such Series, Class or Tranche and collect the money adjudged or decreed to be payable in the manner provided by law out of the Collateral or any other obligor upon such Notes, wherever situated. Section 604. Indenture Trustee May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy or other similar proceeding relative to the Issuer or any other obligor upon the Notes or the property of the Issuer or of such other obligor, the Indenture Trustee (irrespective of whether the principal of the Notes will then be due and payable as therein expressed or by declaration or otherwise) will be entitled and empowered by intervention in such proceeding or otherwise, (i) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary and advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section 707) and of the Noteholders allowed in such judicial proceeding, and (ii) to collect and receive any funds or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator or other similar official in any such proceeding is hereby authorized by each Noteholder to make such payment to the Indenture Trustee, and in the event that the Indenture Trustee will consent to the making of such payments directly to the Noteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 707. Nothing herein contained will be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding. Section 605. Indenture Trustee May Enforce Claims Without Possession of Notes. All rights of action and claims under this Indenture or the Notes of any Series, Class or Tranche may be prosecuted and enforced by the Indenture Trustee, without the possession of any of the Notes of such Series, Class or Tranche or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Indenture Trustee, will be brought in its own name as trustee of an express trust, and any recovery of judgment will, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Indenture 47 Trustee and its respective agents and counsel, be for the ratable benefit of the Holders of the Notes of the Series, Class or Tranche in respect of which such judgment has been recovered. Section 606. Application of Money Collected. Any money or other property collected by the Indenture Trustee, with respect to a Series, Class or Tranche of Notes pursuant to this Article VI will be applied in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the distribution of such money on account of principal or interest, upon presentation of the Notes of such Series, Class or Tranche and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid: (a) first, to the payment of all amounts due the Indenture Trustee under Section 707(a); (b) second, to the payment of the amounts then due and unpaid upon the Notes of that Series, Class or Tranche for principal and interest, in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind (but subject to the allocation provided in the relevant allocation provisions of the related Asset Pool Supplement and the related Indenture Supplement), according to the amounts due and payable on such Notes for principal and interest, respectively; (c) third, to pay any servicing fee and any other fees or expenses then owing for that Series, Class or Tranche of Notes; and (d) fourth, to the Issuer. Section 607. Indenture Trustee May Elect to Hold the Collateral Certificate. Following an acceleration of any Series, Class or Tranche of Notes, the Indenture Trustee may elect to continue to hold a Collateral Certificate and apply distributions on a Collateral Certificate in accordance with the regular distribution provisions pursuant to the relevant allocation provisions of the related Asset Pool Supplement, except that principal will be paid on the accelerated Series, Class or Tranche of Notes to the extent funds are received and allocated to the accelerated Series, Class or Tranche, and payment is permitted by the subordination provisions of the accelerated Series, Class or Tranche. Section 608. Sale of Collateral for Accelerated Notes. In the case of a Series, Class or Tranche of Notes that has been accelerated following an Event of Default, the Indenture Trustee may, and at the direction of the Majority Holders of that Series, Class or Tranche of Notes will, cause the Issuer to sell Collateral as provided in the related Indenture Supplement. Section 609. Noteholders Have the Right to Direct the Time, Method and Place of Conducting Any Proceeding for Any Remedy Available to the Indenture Trustee. The Majority Holders of any accelerated Series, Class or Tranche of Notes have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred on the Indenture Trustee. This right may be exercised only if the direction provided by the Noteholders does not conflict with applicable law or this Indenture and does not have a substantial likelihood of involving the Indenture Trustee in personal liability. 48 Section 610. Limitation on Suits. No Holder of any Note of any Series, Class or Tranche will have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee or similar official, or for any other remedy hereunder, unless: (a) such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default with respect to Notes of such Series, Class or Tranche; (b) the Holders of more than 25% in Outstanding Dollar Principal Amount of the Outstanding Notes of such Series, Class or Tranche have made written request to the Indenture Trustee to institute proceedings in respect of such Event of Default in the name of the Indenture Trustee hereunder; (c) such Holder or Holders have offered to the Indenture Trustee indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request; and (d) the Indenture Trustee, for sixty (60) days after the Indenture Trustee has received such notice, request and offer of indemnity, has failed to institute any such proceeding; it being understood and intended that no one or more Holders of Notes of such Series, Class or Tranche will have any right in any manner whatsoever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes of such Series, Class or Tranche, or to obtain or to seek to obtain priority or preference over any other such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and proportionate benefit of all the Holders of all Notes of such Series, Class or Tranche. Section 611. Unconditional Right of Noteholders to Receive Principal and Interest; Limited Recourse. Notwithstanding any other provisions in this Indenture, the Holder of any Note will have the right, which is absolute and unconditional, to receive payment of the principal of and interest on such Note on the Legal Maturity Date expressed in the related Indenture Supplement and to institute suit for the enforcement of any such payment, and such right will not be impaired without the consent of such Holder; provided, however, that notwithstanding any other provision of this Indenture to the contrary, the obligation to pay principal of or interest on the Notes or any other amount payable to any Noteholder will be without recourse to any Transferor, the Indenture Trustee, the Owner Trustee or any Affiliate, officer, employee or director of any of them, and the obligation of the Issuer to pay principal of or interest on the Notes or any other amount payable to any Noteholder will be subject to the allocation and payment provisions of the applicable Asset Pool Supplement and the applicable Indenture Supplement and limited to amounts available from the Collateral pledged to secure the Notes of the applicable Asset Pool. Section 612. Restoration of Rights and Remedies. If the Indenture Trustee or any Noteholder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, then and in every such case the Issuer, the Indenture Trustee and the Noteholders will, subject to any determination in 49 such proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Indenture Trustee and the Noteholders will continue as though no such proceeding had been instituted. Section 613. Rights and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the Indenture Trustee or to the Noteholders is intended to be exclusive of any other right or remedy, and every right and remedy will, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, will not prevent the concurrent assertion or employment of any other appropriate right or remedy. Section 614. Delay or Omission Not Waiver. No delay or omission of the Indenture Trustee or of any Holder of any Note to exercise any right or remedy accruing upon any Event of Default will impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Indenture Trustee or to the Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the Indenture Trustee or by the Noteholders, as the case may be. Section 615. Control by Noteholders. The Majority Holders of any affected Series, Class or Tranche will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred on the Indenture Trustee with respect to the Notes of such Series, Class or Tranche, provided that: (a) the Indenture Trustee will have the right to decline to follow any such direction if the Indenture Trustee, being advised by counsel, determines that the action so directed may not lawfully be taken or would conflict with this Indenture or if the Indenture Trustee in good faith determines that the proceedings so directed would involve it in personal liability or be unjustly prejudicial to the Holders not taking part in such direction, and (b) the Indenture Trustee may take any other action permitted hereunder deemed proper by the Indenture Trustee which is not inconsistent with such direction. Section 616. Waiver of Past Defaults. Holders of more than 66"% of the Outstanding Dollar Principal Amount of any Series, Class or Tranche may on behalf of the Holders of all the Notes of such Series, Class or Tranche waive any past default hereunder or under the related Asset Pool Supplement or Indenture Supplement with respect to such Series, Class or Tranche and its consequences, except a default not theretofore cured: (a) in the payment of the principal of or interest on any Note of such Series, Class or Tranche, or (b) in respect of a covenant or provision hereof which under Article IX cannot be modified or amended without the consent of the Holder of each Outstanding Note of such Series, Class or Tranche. 50 Upon any such waiver, such default will cease to exist, and any Event of Default arising therefrom will be deemed to have been cured, for every purpose of this Indenture; but no such waiver will extend to any subsequent or other default or impair any right consequent thereon. Section 617. Undertaking for Costs. All parties to this Indenture agree, and each Holder of any Note by his acceptance thereof will be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Indenture Trustee for any action taken or omitted by it as Indenture Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys' fees and expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section will not apply to any suit instituted by the Indenture Trustee, to any suit instituted by any Noteholder, or group of Noteholders, holding in the aggregate more than 25% in Outstanding Dollar Principal Amount of the Outstanding Notes of any Series, Class or Tranche to which the suit relates, or to any suit instituted by any Noteholders for the enforcement of the payment of the principal of or interest on any Note on or after the applicable Legal Maturity Date expressed in such Note. Section 618. Waiver of Stay or Extension Laws. The Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Indenture Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted. [END OF ARTICLE VI] 51 ARTICLE VII THE INDENTURE TRUSTEE Section 701. Certain Duties and Responsibilities. (a) The Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to the Notes of any Series, Class or Tranche, and no implied covenants or obligations will be read into this Indenture against the Indenture Trustee. (b) In the absence of bad faith on its part, the Indenture Trustee may, with respect to Notes of any Series, Class or Tranche, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee will be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein. (c) In case an Event of Default with respect to any Series, Class or Tranche of Notes has occurred and is continuing, the Indenture Trustee will exercise with respect to the Notes of such Series, Class or Tranche such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. (d) No provision of this Indenture will be construed to relieve the Indenture Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) this subsection (d) will not be construed to limit the effect of subsection (a) of this Section; (ii) the Indenture Trustee will not be liable for any error of judgment made in good faith by an Indenture Trustee Authorized Officer, unless it will be proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; (iii) the Indenture Trustee will not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Majority Holders of any Series, Class or Tranche relating to the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred upon the Indenture Trustee, under this Indenture with respect to the Notes of such Series, Class or Tranche; and (iv) no provision of this Indenture will require the Indenture Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance 52 of any of its duties hereunder, or in the exercise of any of its rights or powers, if it will have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to the Indenture Trustee against such risk or liability is not reasonably assured to it. (e) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee will be subject to the provisions of this Section. Section 702. Notice of Defaults. Within ninety (90) days after the occurrence of any default hereunder with respect to Notes of any Series, Class or Tranche, (a) the Indenture Trustee will transmit by mail to all Registered Noteholders of such Series, Class or Tranche, as their names and addresses appear in the Note Register, notice of such default hereunder known to the Indenture Trustee, (b) the Indenture Trustee will notify all Holders of Bearer Notes of such Series, Class or Tranche, by publication of notice of such default in an Authorized Newspaper, or as otherwise provided in the applicable Indenture Supplement, and (c) the Indenture Trustee will give prompt written notification thereof to the Note Rating Agencies, unless such default will have been cured or waived; provided, however, that, except in the case of a default in the payment of the principal of or interest on any Note of such Series, Class or Tranche, the Indenture Trustee will be protected in withholding such notice if and so long as an Indenture Trustee Authorized Officer in good faith determines that the withholding of such notice is in the interests of the Noteholders of such Series, Class or Tranche. For the purpose of this Section, the term "default," with respect to Notes of any Series, Class or Tranche, means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Notes of such Series, Class or Tranche. Section 703. Certain Rights of Indenture Trustee. Except as otherwise provided in Section 701: (a) the Indenture Trustee may conclusively rely and will be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) whenever in the administration of this Indenture the Indenture Trustee will deem it desirable that a matter be proved or established before taking, suffering or omitting any action hereunder, the Indenture Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer's Certificate; (c) the Indenture Trustee may consult with counsel of its own selection and the advice of such counsel or any Opinion of Counsel will be full and complete authorization and 53 protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; (d) the Indenture Trustee will be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; (e) the Indenture Trustee will not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Indenture Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee will determine to make such further inquiry or investigation, it will be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney; (f) the Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Indenture Trustee will not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder; (g) the Indenture Trustee will not be responsible for filing any financing statements or continuation statements in connection with the Notes, but will cooperate with the Issuer in connection with the filing of such financing statements or continuation statements; (h) the Indenture Trustee shall not be deemed to have notice of any default or Event of Default unless an Indenture Trustee Authorized Officer has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Indenture Trustee at the Corporate Trust Office of the Indenture Trustee, and such notice references the Notes and this Indenture; and (i) the rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other person employed to act hereunder. Section 704. Not Responsible for Recitals or Issuance of Notes. The recitals contained herein and in the Notes, except the certificates of authentication, will be taken as the statements of the Issuer, and the Indenture Trustee assumes no responsibility for their correctness. The Indenture Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Notes. The Indenture Trustee will not be accountable for the use or application by the Issuer of Notes or the proceeds thereof. Section 705. May Hold Notes. The Indenture Trustee, any Paying Agent, the Note Registrar or any other agent of the Issuer, in its individual or any other capacity, may become the owner or pledgee of Notes and, subject to Sections 708 and 713, may otherwise deal 54 with the Issuer with the same rights it would have if it were not Indenture Trustee, Paying Agent, Note Registrar or such other agent. Section 706. Money Held in Trust. The Indenture Trustee will be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Issuer. Section 707. Compensation and Reimbursement, Limit on Compensation, Reimbursement and Indemnity. (a) The Issuer agrees: (i) to pay to the Indenture Trustee from time to time reasonable compensation (or, for so long as The Bank of New York is the Indenture Trustee, such amount as has been mutually agreed upon in writing) for all services rendered by it hereunder (which compensation will not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (ii) except as otherwise expressly provided herein, to reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (iii) to indemnify the Indenture Trustee for, and to hold it harmless against, any and all loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability (whether asserted by the Issuer, the Administrator, any Holder or any other Person) in connection with the exercise or performance of any of its powers or duties hereunder. The Indenture Trustee will have no recourse to any asset of the Issuer other than funds available pursuant to Section 606 or to any Person other than the Administrator or the Issuer. Except as specified in Section 606, any such payment to the Indenture Trustee shall be subordinate to payments to be made to Noteholders. (b) This Section will survive the termination of this Indenture and the resignation or replacement of the Indenture Trustee under Section 710. Section 708. Disqualification; Conflicting Interests. If the Indenture Trustee has or will acquire a conflicting interest within the meaning of the Trust Indenture Act, the Indenture Trustee will, if so required by the Trust Indenture Act, either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. Nothing herein will prevent the Indenture Trustee from filing with the Commission the application referred to in the second to last paragraph of Section 310(b) of the Trust Indenture Act. 55 Section 709. Corporate Indenture Trustee Required; Eligibility. There will at all times be an Indenture Trustee hereunder with respect to each Series, Class or Tranche of Notes, which will be either a bank or a corporation organized and doing business under the laws of the United States of America or of any State, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000, subject to supervision or examination by Federal or State authority, and having a rating of at least BBB- by Standard & Poor's and Baa3 by Moody's. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation will be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Issuer may not, nor may any Person directly or indirectly controlling, controlled by, or under common control with the Issuer, serve as Indenture Trustee. If at any time the Indenture Trustee with respect to any Series, Class or Tranche of Notes will cease to be eligible in accordance with the provisions of this Section, it will resign immediately in the manner and with the effect hereinafter specified in this Article. Section 710. Resignation and Removal; Appointment of Successor. (a) No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee pursuant to this Article will become effective until the acceptance of appointment by the successor Indenture Trustee under Section 711. (b) The Indenture Trustee may resign with respect to any Series, Class or Tranche of Notes at any time by giving written notice thereof to the Issuer. If an instrument of acceptance by a successor Indenture Trustee shall not have been delivered to the Indenture Trustee within thirty (30) days after the giving of such notice of resignation, the resigning Indenture Trustee may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. (c) The Indenture Trustee may be removed with respect to any Series, Class or Tranche of Notes at any time by Action of the Majority Holders of that Series, Class or Tranche, delivered to the Indenture Trustee and to the Issuer. If an instrument of acceptance by a successor Indenture Trustee shall not have been delivered to the Indenture Trustee within 30 days after the giving of such notice of removal, the Indenture Trustee being removed may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. (d) If at any time: (i) the Indenture Trustee fails to comply with Section 310(b) of the Trust Indenture Act with respect to any Series, Class or Tranche of Notes after written request therefor by the Issuer or by any Noteholder who has been a bona fide Holder of a Note of that Series, Class or Tranche for at least six (6) months, or (ii) the Indenture Trustee ceases to be eligible under Section 709 with respect to any Series, Class or Tranche of Notes and fails to resign after written request therefor by the Issuer or by any such Noteholder, or 56 (iii) the Indenture Trustee becomes incapable of acting with respect to any Series, Class or Tranche of Notes, or (iv) the Indenture Trustee is adjudged bankrupt or insolvent or a receiver of the Indenture Trustee or of its property is appointed or any public officer takes charge or control of the Indenture Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, (A) the Issuer may remove the Indenture Trustee, with respect to the Series, Class or Tranche, or in the case of clause (iv), with respect to all Series, Classes or Tranches, or (B) subject to Section 617, any Noteholder who has been a bona fide Holder of a Note of such Series, Class and Tranche for at least six (6) months may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Indenture Trustee with respect to such Series, Class or Tranche and the appointment of a successor Indenture Trustee with respect to the Series, Class or Tranche, or, in the case of clause (iv), with respect to all Series, Classes and Tranches. (e) If the Indenture Trustee resigns, is removed or becomes incapable of acting with respect to any Series, Class or Tranche of Notes, or if a vacancy shall occur in the office of the Indenture Trustee with respect to any Series, Class or Tranche of Notes for any cause, the Issuer will promptly appoint a successor Indenture Trustee for that Series, Class or Tranche of Notes. If, within one year after such resignation, removal or incapacity, or the occurrence of such vacancy, a successor Indenture Trustee with respect to such Series, Class or Tranche of Notes is appointed by Act of the Majority Holders of such Series, Class or Tranche delivered to the Issuer and the retiring Indenture Trustee, the successor Indenture Trustee so appointed will, forthwith upon its acceptance of such appointment, become the successor Indenture Trustee with respect to such Series, Class or Tranche and supersede the successor Indenture Trustee appointed by the Issuer with respect to such Series, Class or Tranche of Notes. If no successor Indenture Trustee with respect to such Series, Class or Tranche of Notes shall have been so appointed by the Issuer or the Noteholders of such Series, Class or Tranche and accepted appointment in the manner hereinafter provided, any Noteholder who has been a bona fide Holder of a Note of that Series, Class or Tranche for at least six (6) months may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee with respect to such Series, Class or Tranche of Notes. (f) The Issuer will give written notice of each resignation and each removal of the Indenture Trustee with respect to any Series, Class or Tranche of Notes and each appointment of a successor Indenture Trustee with respect to any Series, Class or Tranche to each Noteholder as provided in Section 106 and to each Note Rating Agency. To facilitate delivery of such notice, upon request by the Issuer, the Note Registrar shall provide to the Issuer a list of the relevant Registered Noteholders. Each notice will include the name of the successor Indenture Trustee and the address of its principal Corporate Trust Office. Section 711. Acceptance of Appointment by Successor. Every successor Indenture Trustee appointed hereunder will execute, acknowledge and deliver to the Issuer and to the predecessor Indenture Trustee an instrument accepting such appointment, with a copy to the 57 Note Rating Agencies, and thereupon the resignation or removal of the predecessor Indenture Trustee will become effective with respect to any Series, Class or Tranche as to which it is resigning or being removed as Indenture Trustee, and such successor Indenture Trustee, without any further act, deed or conveyance, will become vested with all the rights, powers, trusts and duties of the predecessor Indenture Trustee with respect to any such Series, Class or Tranche; but, on request of the Issuer or the successor Indenture Trustee, such predecessor Indenture Trustee will, upon payment of its reasonable charges, if any, execute and deliver an instrument transferring to such successor Indenture Trustee all the rights, powers and trusts of the predecessor Indenture Trustee, and will duly assign, transfer and deliver to such successor Indenture Trustee all property and money held by such predecessor Indenture Trustee hereunder with respect to all or any such Series, Class or Tranche, subject nevertheless to its lien, if any, provided for in Section 707. Upon request of any such successor Indenture Trustee, the Issuer will execute any and all instruments for more fully and certainly vesting in and confirming to such successor Indenture Trustee all such rights, powers and trusts. In case of the appointment hereunder of a successor Indenture Trustee with respect to the Notes of one or more (but not all) Series, Classes or Tranches, the Issuer, the predecessor Indenture Trustee and each successor Indenture Trustee with respect to the Notes of any applicable Series, Class or Tranche will execute and deliver an Indenture Supplement which will contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor Indenture Trustee with respect to the Notes of any Series, Class or Tranche as to which the predecessor Indenture Trustee is not being succeeded will continue to be vested in the predecessor Indenture Trustee, and will add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee, it being understood that nothing herein or in such Indenture Supplement will constitute such Indenture Trustees co-trustees of the same trust and that each such Indenture Trustee will be Indenture Trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Indenture Trustee. No successor Indenture Trustee with respect to any Series, Class or Tranche of Notes will accept its appointment unless at the time of such acceptance such successor Indenture Trustee will be qualified and eligible under this Article. Section 712. Merger, Conversion, Consolidation or Succession to Business. Any corporation into which the Indenture Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Indenture Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Indenture Trustee, will be the successor of the Indenture Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. The Indenture Trustee will give prompt written notice of such merger, conversion, consolidation or succession to the Issuer and the Note Rating Agencies. In case any Notes shall have been authenticated, but not delivered, by the Indenture Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Indenture Trustee may adopt such authentication and deliver the Notes so authenticated with the same effect as if such successor Indenture Trustee had itself authenticated such Notes. 58 Section 713. Preferential Collection of Claims Against Issuer. If and when the Indenture Trustee shall be or become a creditor of the Issuer (or any other obligor upon the Notes), the Indenture Trustee will be subject to the provisions of Section 311 of the Trust Indenture Act. An Indenture Trustee who has resigned or been removed will be subject to Section 311(a) of the Trust Indenture Act to the extent provided therein. Section 714. Appointment of Authenticating Agent. At any time when any of the Notes remain Outstanding the Indenture Trustee, with the approval of the Issuer, may appoint an Authenticating Agent or Agents with respect to one or more Series, Classes or Tranches of Notes which will be authorized to act on behalf of the Indenture Trustee to authenticate Notes of such Series, Classes or Tranches issued upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 306, and Notes so authenticated will be entitled to the benefits of this Indenture and will be valid and obligatory for all purposes as if authenticated by the Indenture Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Notes by the Indenture Trustee or the Indenture Trustee's Certificate of Authentication, such reference will be deemed to include authentication and delivery on behalf of the Indenture Trustee by an Authenticating Agent and a Certificate of Authentication executed on behalf of the Indenture Trustee by an Authenticating Agent. Each Authenticating Agent will be acceptable to the Issuer and will at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and, if other than the Issuer itself, subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent will cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent will resign immediately in the manner and with the effect specified in this Section. The initial Authenticating Agent for the Notes of all Series, Classes and Tranches will be The Bank of New York. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent will be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, will continue to be an Authenticating Agent, provided such corporation will be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Indenture Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Indenture Trustee and to the Issuer. The Indenture Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent will cease to be eligible in accordance with the provisions of this Section, the Indenture Trustee, with the approval of the Issuer, may appoint a successor Authenticating Agent which will be acceptable to the Issuer and will give notice to 59 each Noteholder as provided in Section 106. Any successor Authenticating Agent upon acceptance of its appointment hereunder will become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent will be appointed unless eligible under the provisions of this Section. The Indenture Trustee agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Issuer from time to time) reasonable compensation for its services under this Section, and the Indenture Trustee will be entitled to be reimbursed for such payments, subject to the provisions of Section 707. If an appointment with respect to one or more Series, Classes or Tranches is made pursuant to this Section, the Notes of such Series, Classes or Tranche may have endorsed thereon, in addition to the Indenture Trustee's Certificate of Authentication, an alternate Certificate of Authentication in the following form: This is one of the Notes of the Series, Classes or Tranches designated therein referred to in the within-mentioned Indenture. THE BANK OF NEW YORK, as Indenture Trustee By: _______________________________ As Authenticating Agent By: _______________________________ Authorized Signatory Section 715. Tax Returns. In the event that the Issuer shall be required to file tax returns, the Administrator shall prepare or shall cause to be prepared such tax returns and shall provide such tax returns to the Owner Trustee or the Beneficiary for signature at least five (5) days before such tax returns are due to be filed. The Issuer, in accordance with the terms of each Indenture Supplement, shall also prepare or shall cause to be prepared all tax information required by law to be distributed to Noteholders and shall deliver such information to the Indenture Trustee at least five (5) days prior to the date it is required by law to be distributed to Noteholders. The Indenture Trustee, upon written request, will furnish the Administrator, the Issuer, and the Beneficiary with all such information known to the Indenture Trustee as may be reasonably requested and required in connection with the preparation of all tax returns of the Issuer, and shall, upon request, execute such returns. In no event shall the Indenture Trustee or the Owner Trustee be personally liable for any liabilities, costs or expenses of the Issuer or any Noteholder arising under any tax law, including without limitation, federal, state or local income or excise taxes or any other tax imposed on or measured by income (or any interest or penalty with respect thereto arising from a failure to comply therewith). 60 Section 716. Representations and Covenants of the Indenture Trustee. The Indenture Trustee represents, warrants and covenants that: (i) The Indenture Trustee is a banking corporation duly organized and validly existing under the laws of the State of New York; (ii) The Indenture Trustee has full power and authority to deliver and perform this Indenture and has taken all necessary action to authorize the execution, delivery and performance by it of this Indenture and other documents to which it is a party; and (iii) Each of this Indenture and the other documents to which it is a party has been duly executed and delivered by the Indenture Trustee and constitutes its legal, valid and binding obligation in accordance with its terms. Section 717. Indenture Trustee's Application for Instructions from the Issuer. Any application by the Indenture Trustee for written instructions from the Issuer may, at the option of the Indenture Trustee, set forth in writing any action proposed to be taken or omitted by the Indenture Trustee under and in accordance with this Indenture and the date on and/or after which such action shall be taken or such omission shall be effective, provided that such application shall make specific reference to this Section 717. The Indenture Trustee shall not be liable for any action taken by, or omission of, the Indenture Trustee in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than five (5) Business Days after the date the Issuer actually receives such application, unless the Issuer shall have consented in writing to any earlier date) unless prior to taking any such action (or the effective date in the case of an omission), the Indenture Trustee shall have received written instructions in response to such application specifying the action be taken or omitted. Section 718. Appointment of Co-Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Estate may at the time be located, the Indenture Trustee shall have the power and shall execute and deliver all instruments to appoint one or more Persons reasonably acceptable to the Issuer to act as a co-trustee or co-trustees, or separate trustee or separate trustees, of all or any part of the Trust Estate, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Trust Estate, or any part thereof, and, subject to the other provisions of this Section 718, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 709 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 710. (b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: 61 (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed, the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VII. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time appoint the Indenture Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. [END OF ARTICLE VII] 62 ARTICLE VIII NOTEHOLDERS' MEETINGS, LISTS, REPORTS BY INDENTURE TRUSTEE, ISSUER AND BENEFICIARY Section 801. Issuer To Furnish Indenture Trustee Names and Addresses of Noteholders. The Issuer will furnish or cause to be furnished to the Indenture Trustee: (a) not more than fifteen (15) days after each Record Date, in each year in such form as the Indenture Trustee may reasonably require, a list of the names and addresses of the Registered Noteholders of such Series, Classes or Tranches as of such date, and (b) at such other times as the Indenture Trustee may request in writing, within thirty (30) days after the receipt by the Issuer of any such request, a list of similar form and content as of a date not more than fifteen (15) days before the time such list is furnished; provided, however, that so long as the Indenture Trustee is the Note Registrar, no such list shall be required to be furnished. Section 802. Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee will preserve, in as current a form as is reasonably practicable, the names and addresses of Registered Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 801 and the names and addresses of Registered Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in Section 801 upon receipt of a new list so furnished. (b) If three (3) or more Holders of Notes of any Series, Class or Tranche (hereinafter referred to as "applicants") (or, if there are less than three (3) such Holders, all of the Holders) apply in writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such Series, Class or Tranche for a period of at least six (6) months preceding the date of such application, and such application states that the applicants desire to communicate with other Holders of Notes of such Series, Class or Tranche or with the Holders of all Notes with respect to their rights under this Indenture or under such Notes and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then the Indenture Trustee will, within five (5) Business Days after the receipt of such application, at its election, either: (i) afford such applicants access to the information preserved at the time by the Indenture Trustee in accordance with Subsection 802(a), or (ii) inform such applicants as to the approximate number of Holders of Notes of such Series, Class or Tranche or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with Subsection 802(a), and as to the approximate cost of mailing to such 63 Noteholders the form of proxy or other communication, if any, specified in such application. If the Indenture Trustee shall elect not to afford such applicants access to such information, the Indenture Trustee shall, upon the written request of such applicants, mail to each Holder of a Registered Note of such Series, Class or Tranche or to all Registered Noteholders, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with Subsection 802(a), a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five (5) days after such tender, the Indenture Trustee shall mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Indenture Trustee, such mailing would be contrary to the best interests of the Holders of Notes of such Series, Class or Tranche or all Noteholders, as the case may be, or would be in violation of applicable law. Such written statement will specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Indenture Trustee will mail copies of such material to all Registered Noteholders of such Series, Class or Tranche or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Indenture Trustee will be relieved of any obligation or duty to such applicants respecting their application. (c) Every Holder of Notes, by receiving and holding the same, agrees with the Issuer and the Indenture Trustee that neither the Issuer nor the Indenture Trustee will be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Notes in accordance with Subsection 802(b), regardless of the source from which such information was derived, and that the Indenture Trustee will not be held accountable by reason of mailing any material pursuant to a request made under Subsection 802(b). Section 803. Reports by Indenture Trustee. (a) The term "reporting date" as used in this Section means May 31. Within sixty (60) days after the reporting date in each year, beginning in 2003, the Indenture Trustee will transmit to Noteholders, in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act, a brief report dated as of such reporting date if required by Section 313(a) of the Trust Indenture Act. (b) To the extent required by the Trust Indenture Act, the Indenture Trustee will mail each year to all Registered Noteholders, with a copy to the Note Rating Agencies a report concerning: (i) its eligibility and qualifications to continue as trustee under this Indenture; 64 (ii) any amounts advanced by the Indenture Trustee under this Indenture; (iii) the amount, interest rate and maturity date or indebtedness owing by the Issuer to the Indenture Trustee, in its individual capacity; (iv) the property and funds physically held by the Indenture Trustee by which the related Notes are secured; (v) any release or release and substitution of Collateral subject to the lien of the related Asset Pool Supplement which has not previously been reported; and (vi) any action taken by the Indenture Trustee that materially affects the Notes and that has not previously been reported. (c) The Indenture Trustee will comply with Subsections 313(b) and 313(c) of the Trust Indenture Act. (d) A copy of each such report will, at the time of such transmission to Noteholders, be filed by the Indenture Trustee with each stock exchange upon which the Notes are listed, and also with the Commission. The Issuer will notify the Indenture Trustee when the Notes are admitted to trading on any stock exchange. Section 804. Meetings of Noteholders; Amendments and Waivers. (a) If Notes of a Series, Class or Tranche are issuable in whole or in part as Bearer Notes, a meeting of Noteholders of the Notes of such Series, Class or Tranche may be called at any time and from time to time pursuant to this Section to make, give or take any Action provided by this Indenture or any Indenture Supplement to be made, given or taken by Noteholders of such Series, Class or Tranche. (b) The Indenture Trustee may call a meeting of the Noteholders of a Series, Class or Tranche issuable in whole or in part as Bearer Notes at any time for any purpose specified hereunder or under any Indenture Supplement. The Indenture Trustee will call a meeting upon request of the Issuer or the Holders of at least 10% in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of such Series, Class or Tranche issuable in whole or in part as Bearer Notes. In any case, a meeting will be called after notice is given to such Noteholders pursuant to Section 106. (c) To be entitled to vote at any meeting of Noteholders of any Series, Class or Tranche, a Person shall be (1) a Holder of one or more Outstanding Notes of such Series, Class or Tranche, or (2) a Person appointed by an instrument in writing as proxy for the Noteholder or Noteholders of one or more Outstanding Notes of such Series, Class or Tranche by the Noteholder or Noteholders. The only Person who shall be entitled to be present or to speak at any meeting of Noteholders of any Series, Class or Tranche shall be the Persons entitled to vote at such meeting and their counsel, any representatives of the Indenture Trustee and its counsel and any representatives of the Issuer and its counsel. 65 (d) Except for any consent that must be given by the Holders of each Outstanding Note affected or any action to be taken by the Issuer as holder of any Collateral Certificate, any resolution presented at any meeting at which a quorum is present may be adopted by the affirmative vote of the Majority Holders of that Series, Class or Tranche, as the case may be. However, any resolution with respect to any Action which may be given by the Holders of not less than a specified percentage in aggregate Outstanding Dollar Principal Amount of Outstanding Notes of a Series, Class or Tranche of Bearer Notes may be adopted at any meeting at which a quorum is present only by the affirmative vote of the Holders of not less than the specified percentage in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of such Series, Class or Tranche. Any resolution passed or decision taken at any meeting of Noteholders duly held in accordance with this Indenture will be binding on all Noteholders of the affected Series, Class or Tranche. (e) The quorum at any meeting will be persons holding or representing the Majority Holders of a Series, Class or Tranche or all Notes, as the case may be; provided, however, that if any action is to be taken at that meeting concerning an Action may be given by the Holders of not less than a specified percentage in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of a Series, Class or Tranche, the persons holding or representing such specified percentage in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of such Series, Class or Tranche or all Notes will constitute a quorum. (f) The ownership of Bearer Notes will be proved as provided in Subsection 104(c)(ii). (g) The Issuer may make reasonable rules for other matters relating to Action by or a meeting of Noteholders not otherwise covered by this Section, including but not limited to the location or locations for such meeting, the manner of voting at such meeting, the appointment and duties of inspectors of the vote, the submission and examination of proxies, certificates and other evidence of the right to vote and the appointment of a chairperson for the meeting. (h) As set forth in the applicable Pooling and Servicing Agreement and the related Series Supplement, with respect to certain actions requiring the consent or direction of Investor Certificateholders holding a specified percentage of the aggregate unpaid amount outstanding of Investor Certificates (whether by number of series or percentage of all outstanding Investor Certificates depending on the manner of voting or consenting on such matter), including consenting to certain amendments and terminating the related Master Trust, the Issuer, as holder of any Collateral Certificate, will be deemed to have voted in accordance with the Investor Certificateholders holding a majority of the aggregate Invested Amount outstanding of such Investor Certificates which are entitled to vote or consent on such matter; provided, however, that in the event Investor Certificateholders holding equal portions of the Invested Amount of such Investor Certificates vote in the positive and in the negative, without taking into consideration the vote of the Issuer, as holder of such Collateral Certificate, the Issuer shall be deemed to vote in the negative; provided further, that if the Collateral Certificate is the sole Investor Certificate outstanding which is entitled to vote or consent on such matter, the Issuer, as holder thereof, will be deemed to have voted in the negative. 66 Section 805. Reports by Issuer to the Commission. The Issuer will: (a) file with the Indenture Trustee, within fifteen (15) days after the Issuer is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Issuer may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act; or, if the Issuer is not required to file information, documents or reports pursuant to either of said Sections, then it will file with the Indenture Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Securities Exchange Act in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations; (b) file with the Indenture Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such additional information, documents and reports with respect to compliance by the Issuer with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; and (c) transmit by mail to all Registered Noteholders, as their names and addresses appear in the Note Register, and notify all Holders of Bearer Notes of such Series, Class or Tranche, by publication of such notice in an Authorized Newspaper or as otherwise provided in the applicable Indenture Supplement, within thirty (30) days after the filing thereof with the Indenture Trustee, such summaries of any information, documents and reports required to be filed by the Issuer pursuant to paragraphs (a) and (b) of this Section as may be required by rules and regulations prescribed from time to time by the Commission. [END OF ARTICLE VIII] 67 ARTICLE IX INDENTURE SUPPLEMENTS; AMENDMENTS TO THE POOLING AND SERVICING AGREEMENT AND AMENDMENTS TO THE TRUST AGREEMENT Section 901. Supplemental Indentures and Amendments Without Consent of Noteholders. Without the consent of the Holders of any Notes but with prior notice to each Note Rating Agency, the Issuer and the Indenture Trustee, at any time and from time to time, upon delivery of a Master Trust Tax Opinion for each applicable Master Trust and an Issuer Tax Opinion and upon delivery by the Issuer to the Indenture Trustee of an Officer's Certificate to the effect that the Issuer reasonably believes that such amendment will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future, the Issuer may amend this Indenture, including any Asset Pool Supplement or any Indenture Supplement, or enter into one or more Asset Pool Supplements or Indenture Supplements, in form satisfactory to the Indenture Trustee, for any of the following purposes: (a) to evidence the succession of another Entity to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes; or (b) to add to the covenants of the Issuer, or to surrender any right or power herein conferred upon the Issuer by the Issuer, for the benefit of the Holders of the Notes of any or all Series, Classes or Tranches (and if such covenants or the surrender of such right or power are to be for the benefit of less than all Series, Classes or Tranches of Notes, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified Series, Classes or Tranches); or (c) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; or (d) to add to this Indenture such provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this Indenture was executed or any corresponding provision in any similar federal statute hereafter enacted; or (e) to establish any form of Note, as provided in Article II, and to provide for the issuance of any Series, Class or Tranche of Notes as provided in Article III and to set forth the terms thereof, and/or to add to the rights of the Holders of the Notes of any Series, Class or Tranche; or (f) to evidence and provide for the acceptance of appointment by another corporation as a successor Indenture Trustee hereunder with respect to one or more Series, Classes or Tranches of Notes and to add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee, pursuant to Section 711; or 68 (g) to add any additional Early Redemption Events or Events of Default in respect of the Notes of any or all Series, Classes or Tranches (and if such additional Events of Default are to be in respect of less than all Series, Classes or Tranches of Notes, stating that such Events of Default are expressly being included solely for the benefit of one or more specified Series, Classes or Tranches of Notes); or (h) to provide for the consolidation of any Master Trust and the Issuer into a single Entity or the transfer of assets in such Master Trust to the Issuer after the termination of all Series of Investor Certificates (other than the related Collateral Certificate or Collateral Certificates); or (i) if one or more additional Transferors under any Transfer and Administration Agreement or any Pooling and Servicing Agreement are added to, or replaced under, any such Transfer and Administration Agreement or any such Pooling and Servicing Agreement, or one or more additional Beneficiaries under the Trust Agreement are added to, or replaced under, the Trust Agreement, to make any necessary changes to the Indenture or any other related document; or (j) to establish an Asset Pool and to set forth the terms thereof, including the designation of Collateral thereto, and/or to add to the rights of the Holders of Notes of any Series, Class or Tranche secured by an Asset Pool; or (k) to provide for additional or alternative forms of credit enhancement for any Tranche of Notes; or (l) to comply with any regulatory, accounting or tax laws; or (m) to qualify for sale treatment under generally accepted accounting principles. Additionally, notwithstanding any provision of this Article IX to the contrary, and in addition to (a) through (m) above, this Indenture, including any Indenture Supplement or any Asset Pool Supplement, may also be amended without the consent of the Indenture Trustee or any of the Noteholders, upon delivery of a Master Trust Tax Opinion for each applicable Master Trust and an Issuer Tax Opinion for the purpose of (i) adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture, any Indenture Supplement or any Asset Pool Supplement, (ii) modifying in any manner the rights of the Holders of the Notes under this Indenture, any Indenture Supplement or any Asset Pool Supplement or (iii) adding additional Collateral (including, but not limited to, adding additional Collateral Certificates) to an existing Asset Pool; provided, however, that (i) the Issuer shall deliver to the Indenture Trustee and the Owner Trustee an Officer's Certificate to the effect that the Issuer reasonably believes that such amendment will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future and (ii) each Note Rating Agency confirms in writing that such amendment will not cause a Ratings Effect. The Indenture Trustee may, but shall not be obligated to, enter into any amendments which adversely affects the Indenture Trustee's rights, duties, benefits, protections, privileges or immunities under this Indenture or otherwise. 69 Section 902. Supplemental Indentures with Consent of Noteholders. In addition to any amendment permitted pursuant to Section 901 hereof, with prior notice to each applicable Note Rating Agency and the consent of Holders of more than 66?% in Outstanding Dollar Principal Amount of each Series, Class or Tranche of Notes affected by such amendment of this Indenture, including any Asset Pool Supplement and any Indenture Supplement, by Act of said Holders delivered to the Issuer and the Indenture Trustee, the Issuer, and the Indenture Trustee, as applicable, upon delivery of a Master Trust Tax Opinion for each applicable Master Trust and an Issuer Tax Opinion, may enter into an amendment of this Indenture for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of each such Series, Class or Tranche under this Indenture or any Indenture Supplement; provided, however, that no such amendment of an Indenture Supplement will, without the consent of the Holder of each Outstanding Note affected thereby: (a) change the scheduled payment date of any payment of interest on any Note, or change an Expected Principal Payment Date or Legal Maturity Date of any Note; (b) reduce the Stated Principal Amount of, or the interest rate on any Note, or change the method of computing the Outstanding Dollar Principal Amount, the Adjusted Outstanding Dollar Principal Amount or the Nominal Liquidation Amount in a manner that is adverse to the Holder of any Note; (c) reduce the amount of a Discount Note payable upon the occurrence of an Early Redemption Event or other optional or mandatory redemption or upon the acceleration of its Legal Maturity Date; (d) impair the right to institute suit for the enforcement of any payment on any Note; (e) reduce the percentage in Outstanding Dollar Principal Amount of the Outstanding Notes of any Series, Class or Tranche of Notes, the consent of whose Holders is required for any such amendment, or the consent of whose Holders is required for any waiver of compliance with the provisions of this Indenture or of defaults hereunder and their consequences, provided for in this Indenture; (f) modify any of the provisions of this Section or Section 618, except to increase any percentage of Holders required to consent to any such amendment or to provide that other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (g) permit the creation of any lien or other encumbrance on the Collateral of any Asset Pool that secures any Tranche of Notes that is prior to the lien in favor of the Indenture Trustee for the benefit of the Holders of the Notes of such Tranche; (h) change any Place of Payment where any principal of, or interest on, any Note is payable, unless otherwise provided in the applicable Indenture Supplement; 70 (i) change the method of computing the amount of principal of, or interest on, any Note on any date; or (j) make any other amendment not permitted by Section 901. An amendment of this Indenture or an Indenture Supplement which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular Series, Class or Tranche of Notes, or which modifies the rights of the Holders of Notes of such Series, Class or Tranche with respect to such covenant or other provision, will be deemed not to affect the rights under this Indenture of the Holders of Notes of any other Series, Class or Tranche. It will not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed amendment or Indenture Supplement, but it will be sufficient if such Act will approve the substance thereof. Section 903. Execution of Amendments and Supplemental Indentures. In executing or accepting the additional trusts created by any amendment of this Indenture or Indenture Supplement permitted by this Article IX or the modifications thereby of the trusts created by this Indenture, the Indenture Trustee will be entitled to receive, and (subject to Section 701 or the applicable provisions of the related Asset Pool Supplement) will be fully protected in relying upon, an Opinion of Counsel stating that the execution of such amendment or Indenture Supplement is authorized or permitted by this Indenture and that all conditions precedent thereto have been satisfied. The Indenture Trustee may, but will not (except to the extent required in the case of an amendment or Indenture Supplement entered into under Subsections 901(d) or 901(f)) be obligated to, enter into any such amendment or Indenture Supplement which affects the Indenture Trustee's own rights, duties or immunities under this Indenture or otherwise. Section 904. Effect of Amendments and Supplemental Indentures. Upon the execution of any amendment of this Indenture, any Asset Pool Supplement or any Indenture Supplement, or any supplemental indentures under this Article IX, this Indenture and the related Asset Pool Supplement or Indenture Supplement will be modified in accordance therewith with respect to each Series, Class or Tranche of Notes affected thereby, or all Notes, as the case may be, and such amendment or supplemental indenture will form a part of this Indenture and the related Asset Pool Supplement or Indenture Supplement for all purposes; and every Holder of Notes theretofore or thereafter authenticated and delivered hereunder will be bound thereby to the extent provided therein. Section 905. Conformity with Trust Indenture Act. Every amendment of this Indenture, any Asset Pool Supplement or any Indenture Supplement and every supplemental indenture executed pursuant to this Article IX will conform to the requirements of the Trust Indenture Act as then in effect. Section 906. Reference in Notes to Supplemental Indentures. Notes authenticated and delivered after the execution of any amendment of this Indenture, any Asset Pool Supplement or any Indenture Supplement or any supplemental indenture pursuant to this 71 Article may, and will if required by the Indenture Trustee, bear a notation in form approved by the Indenture Trustee as to any matter provided for in such amendment or supplemental indenture. If the Issuer will so determine, new Notes so modified as to conform, in the opinion of the Indenture Trustee and the Issuer, to any such amendment or supplemental indenture may be prepared and executed by the Issuer and authenticated and delivered by the Indenture Trustee in exchange for Outstanding Notes. Section 907. Amendments to the Trust Agreement. (a) Subject to the provisions of the Trust Agreement, without the consent of the Holders of any Notes or the Indenture Trustee, the Owner Trustee (at the written direction of the Beneficiary) and the Beneficiary may amend the Trust Agreement so long as such amendment will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future. (b) Subject to the provisions of the Trust Agreement, (A) in the case of a significant change in the permitted activities of the Issuer which is not materially adverse to the Holders of the Notes, with the consent of the Majority Holders of each Class or Tranche of Notes affected by such change, and (B) in all other cases, with the consent of the Holders of more than 66"% in Outstanding Dollar Principal Amount of the Outstanding Notes affected by such amendment, by Action of said Holders delivered to the Indenture Trustee, the Beneficiary and the Owner Trustee (at the written direction of the Beneficiary) may amend the Trust Agreement for the purpose of adding, changing or eliminating any provisions of the Trust Agreement or of modifying the rights of those Noteholders. [END OF ARTICLE IX] 72 ARTICLE X REPRESENTATIONS, WARRANTIES AND COVENANTS OF ISSUER Section 1001. Payment of Principal and Interest. With respect to each Series, Class or Tranche of Notes, the Issuer will duly and punctually pay the principal of and interest on such Notes in accordance with their terms and this Indenture, and will duly comply with all the other terms, agreements and conditions contained in, or made in this Indenture for the benefit of, the Notes of such Series, Class or Tranche. Section 1002. Maintenance of Office or Agency. The Issuer will maintain an office or agency in each Place of Payment where Notes may be presented or surrendered for payment, where Notes may be surrendered for transfer or exchange and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer will give prompt written notice to the Indenture Trustee of the location, and of any change in the location, of such office or agency. If at any time the Issuer will fail to maintain such office or agency or will fail to furnish the Indenture Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Indenture Trustee, and the Issuer hereby appoints the Indenture Trustee its agent to receive all such presentations, surrenders, notices and demands. The Issuer may also from time to time designate one or more other offices or agencies where the Notes of one or more Series, Classes or Tranches may be presented or surrendered for any or all of such purposes specified above and may constitute and appoint one or more Paying Agents for the payments of such Notes, in one or more other cities, and may from time to time rescind such designations and appointments; provided, however, that no such designation, appointment or rescission shall in any matter relieve the Issuer of its obligations to maintain an office or agency in each Place of Payment for Notes of any Series, Class or Tranche for such purposes. The Issuer will give prompt written notice to the Indenture Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless and until the Issuer rescinds one or more of such appointments, the Issuer hereby appoints the Indenture Trustee, at its principal office, as its Paying Agent in New York, New York with respect to all Series, Classes and Tranches of Notes having a Place of Payment in the City of New York, New York. Section 1003. Money for Note Payments to be Held in Trust. The Paying Agent, on behalf of the Indenture Trustee, will make distributions to Noteholders from the Collection Account of the applicable Asset Pool or other applicable Issuer Account pursuant to the provisions of any Asset Pool Supplement or any Indenture Supplement and will report the amounts of such distributions to the Indenture Trustee. Any Paying Agent will have the revocable power to withdraw funds from the Collection Account of the applicable Asset Pool or other applicable Issuer Account for the purpose of making the distributions referred to above. The Indenture Trustee may revoke such power and remove the Paying Agent if the Indenture Trustee determines in its sole discretion that the Paying Agent has failed to perform its obligations under this Indenture, any Asset Pool Supplement or any Indenture Supplement in any material respect. The Paying Agent upon removal will return all funds in its possession to the Indenture Trustee. 73 The Issuer will cause each Paying Agent (other than the Indenture Trustee) for any Series, Class or Tranche of Notes to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent will agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it so agrees), subject to the provisions of this Section, that such Paying Agent will: (a) hold all sums held by it for the payment of principal of or interest on Notes of such Series, Class or Tranche in trust for the benefit of the Persons entitled thereto until such sums will be paid to such Persons or otherwise disposed of as herein provided; (b) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee notice of any default by the Issuer (or any other obligor upon the Notes of such Series, Class or Tranche) in the making of any such payment of principal or interest on the Notes of such Series, Class or Tranche; (c) if such Paying Agent is not the Indenture Trustee, at any time during the continuance of any such default, upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent; (d) immediately resign as a Paying Agent and, if such Paying Agent is not the Indenture Trustee, forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards described in this Section required to be met by a Paying Agent at the time of its appointment; and (e) comply with all requirements of the Internal Revenue Code or any other applicable tax law with respect to the withholding from any payments made by it on any Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith. The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to any Series, Class or Tranche of Notes or for any other purpose, pay, or by an Officer's Certificate direct any Paying Agent to pay, to the Indenture Trustee all sums held in trust by the Issuer or such Paying Agent in respect of each and every Series, Class or Tranche of Notes as to which it seeks to discharge this Indenture or, if for any other purpose, all sums so held in trust by the Issuer in respect of all Notes, such sums to be held by the Indenture Trustee upon the same trusts as those upon which such sums were held by the Issuer or such Paying Agent; and, upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent will be released from all further liability with respect to such money. Any money deposited with the Indenture Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of or interest on any Note of any Series, Class or Tranche and remaining unclaimed for two years after such principal or interest has become due and payable will be paid to the Issuer upon request in an Officer's Certificate, or (if then held by the Issuer) will be discharged from such trust; and the Holder of such Note will thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof, and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, will thereupon cease. The Indenture Trustee or such 74 Paying Agent, before being required to make any such repayment, may at the expense of the Issuer give to the Holders of the Notes as to which the money to be repaid was held in trust, as provided in Section 106, a notice that such funds remain unclaimed and that, after a date specified in the notice, which will not be less than thirty (30) days from the date on which the notice was first mailed or published to the Holders of the Notes as to which the money to be repaid was held in trust, any unclaimed balance of such funds then remaining will be paid to the Issuer free of the trust formerly impressed upon it. Each Paying Agent will at all times have a combined capital and surplus of at least $50,000,000 and be subject to supervision or examination by a United States Federal or State authority or be regulated by or subject to the supervision or examination of a governmental authority of a nation that is a member of the Organization for Economic Co-operation and Development. If such Paying Agent publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Paying Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition as so published. Section 1004. Statement as to Compliance. The Issuer will deliver to the Indenture Trustee and the Note Rating Agencies, on or before May 31 of each year, beginning in 2003, a written statement signed by an Issuer Authorized Officer stating that: (a) a review of the activities of the Issuer during the prior year and of the Issuer's performance under this Indenture and under the terms of the Notes has been made under such Issuer Authorized Officer's supervision; and (b) to the best of such Issuer Authorized Officer's knowledge, based on such review, the Issuer has complied in all material respects with all conditions and covenants under this Indenture throughout such year, or, if there has been a default in the fulfillment of any such condition or covenant (without regard to any grace period or requirement of notice), specifying each such default known to such Issuer Authorized Officer and the nature and status thereof. Section 1005. Legal Existence. The Issuer will do or cause to be done all things necessary to preserve and keep in full force and effect its legal existence. Section 1006. Further Instruments and Acts. Upon request of the Indenture Trustee, the Issuer will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture. Section 1007. Compliance with Laws. The Issuer will comply with the requirements of all applicable laws, the noncompliance with which would, individually or in the aggregate, materially and adversely affect the ability of the Issuer to perform its obligations under the Notes or this Indenture. Section 1008. Notice of Events of Default. The Issuer agrees to give the Indenture Trustee and the Note Rating Agencies prompt written notice of each Event of Default hereunder and each breach on the part of the Master Trust or the Transferor of their respective 75 obligations under the applicable Pooling and Servicing Agreement or the applicable Transfer and Administration Agreement, respectively, and any default of a Derivative Counterparty. Section 1009. Certain Negative Covenants. The Issuer will not: (a) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts withheld in good faith from such payments under the Internal Revenue Code or other applicable tax law including foreign withholding); (b) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien in favor of the Indenture Trustee created by this Indenture and the applicable Asset Pool Supplement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby; (c) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien in favor of the Indenture Trustee created by this Indenture) to be created on or extend to or otherwise arise upon or burden the Collateral designated for inclusion in an Asset Pool or any part thereof or any interest therein or the proceeds thereof; (d) permit the lien in favor of the Indenture Trustee created by this Indenture and the applicable Asset Pool Supplement not to constitute a valid first priority security interest in the Collateral designated for inclusion in an Asset Pool; or (e) voluntarily dissolve or liquidate. Section 1010. No Other Business. The Issuer will not engage in any business other than as permitted under the Trust Agreement. Section 1011. Rule 144A Information. For so long as any of the Notes of any Series, Class or Tranche are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Exchange Act, the Issuer agrees to provide to any Noteholder of such Series, Class or Tranche and to any prospective purchaser of Notes designated by such Noteholder, upon the request of such Noteholder or prospective purchaser, any information required to be provided to such Holder or prospective purchaser to satisfy the conditions set forth in Rule 144A(d)(4) under the Securities Exchange Act. Section 1012. Performance of Obligations. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person's material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture, the Trust Agreement, the applicable Transfer and Administration Agreement, the applicable Pooling and Servicing Agreement or such other instrument or agreement. 76 (b) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, any Asset Pool Supplement, any Indenture Supplement, the Trust Agreement and in the instruments and agreements (including but not limited to, the applicable Pooling and Servicing Agreement) relating to the Collateral designated for inclusion in each Asset Pool, including but not limited to filing or causing to be filed all UCC financing statements and amendments thereto required to be filed by the terms of this Indenture and the Trust Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided herein or therein, the Issuer shall not waive, amend, modify, supplement or terminate this Indenture, any Asset Pool Supplement, any Indenture Supplement or the Trust Agreement or any provision thereof without the consent of the Majority Holders of the Notes of each adversely affected Series, Class or Tranche. Section 1013. Issuer May Consolidate, Etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (1) the Person (if other than the Issuer) formed by or surviving such consolidation or merger (i) shall be a Person organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, (ii) shall not be subject to regulation as an "investment company" under the Investment Company Act and (iii) shall expressly assume, by a supplemental indenture, executed and delivered to the Indenture Trustee, in a form satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance of every covenant of this Indenture on the part of the Issuer to be performed or observed; (2) immediately after giving effect to such transaction, no Event of Default or Early Redemption Event shall have occurred and be continuing; (3) the Issuer shall have delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel each stating that (i) such consolidation or merger and such supplemental indenture comply with this Section 1013, (ii) all conditions precedent in this Section 1013 relating to such transaction have been complied with (including any filing required by the Securities Exchange Act), and (iii) such Indenture Supplement is duly authorized, executed and delivered and is valid, binding and enforceable against such Person; (4) the Issuer shall have received written confirmation from each Note Rating Agency that there will be no Ratings Effect with respect to any Outstanding Notes as a result of such consolidation or merger; (5) the Issuer shall have received an Issuer Tax Opinion and a Master Trust Tax Opinion for each applicable Master Trust; (6) any action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and 77 (7) such action shall not be contrary to the status of the Issuer as a qualified special purpose entity under existing accounting literature. (b) The Issuer shall not convey or transfer any of its properties or assets, including those included in the Collateral, substantially as an entirety to any Person, unless: (1) the Person that acquires by conveyance or transfer the properties and assets of the Issuer the conveyance or transfer of which is hereby restricted shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America, any state thereof, or the District of Columbia, (B) expressly assume, by a supplemental indenture, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) expressly agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the lien and security interest of the Indenture Trustee created by this Indenture, (D) expressly agree by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Securities Exchange Act in connection with the Notes and (F) not be an "investment company" as defined in the Investment Company Act; (2) immediately after giving effect to such transaction, no Event of Default or Early Redemption Event shall have occurred and be continuing; (3) the Issuer shall have received written confirmation from each Note Rating Agency that there will be no Ratings Effect with respect to any Outstanding Notes as a result of such conveyance or transfer; (4) the Issuer shall have received an Issuer Tax Opinion and a Master Trust Tax Opinion for each applicable Master Trust; (5) any action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and (6) the Issuer shall have delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such Indenture Supplement comply with this Section 1013 and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Securities Exchange Act). Section 1014. Successor Substituted. Upon any consolidation or merger, or any conveyance or transfer of the properties and assets of the Issuer substantially as an entirety in accordance with Section 1013 hereof, the Person formed by or surviving such consolidation or merger (if other than the Issuer) or the Person to which such conveyance or transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture with the same effect as if such Person had been named as the Issuer herein. In the 78 event of any such conveyance or transfer, the Person named as the Issuer in the first paragraph of this Indenture or any successor which shall theretofore have become such in the manner prescribed in this Section 1014 shall be released from its obligations under this Indenture as issued immediately upon the effectiveness of such conveyance or transfer, provided that the Issuer shall not be released from any obligations or liabilities to the Indenture Trustee or the Noteholders arising prior to such effectiveness. Section 1015. Guarantees, Loans, Advances and Other Liabilities. Except as contemplated by this Indenture or the Trust Agreement, the Issuer shall not make any loan or advance or credit to, or guarantee (directly or indirectly or by an instrument having the effect of assuring another's payment or performance on any obligation or capability of so doing or otherwise), endorse or otherwise become contingently liable, directly or indirectly, in connection with the obligations, stocks or dividends of, or own, purchase, repurchase or acquire (or agree contingently to do so) any stock, obligations, assets or securities of, or any other interest in, or make any capital contribution to, any other Person. Section 1016. Capital Expenditures. The Issuer shall not make any expenditure (by long-term or operating lease or otherwise) for capital assets (either realty or personalty). Section 1017. Restricted Payments. The Issuer shall not, directly or indirectly, (i) pay any dividend or make any distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, to the Owner Trustee or any owner of a beneficial interest in the Issuer or otherwise with respect to any ownership or equity interest or security in or of the Issuer, (ii) redeem, purchase, retire or otherwise acquire for value any such ownership or equity interest or security or (iii) set aside or otherwise segregate any amounts for any such purpose; provided, however, that the Issuer may make, or cause to be made, (x) distributions as contemplated by, and to the extent funds are available for such purpose under, the Trust Agreement and (y) payments to the Indenture Trustee pursuant to Section 707 hereof. The Issuer will not, directly or indirectly, make payments to or distributions from any Collection Account except in accordance with this Indenture or any Indenture Supplement. Section 1018. No Borrowing. The Issuer will not issue, incur, assume, guarantee or otherwise become liable, directly or indirectly, for any additional indebtedness, except for the Notes. [END OF ARTICLE X] 79 ARTICLE XI EARLY REDEMPTION OF NOTES Section 1101. Applicability of Article. Unless otherwise specified in the applicable Indenture Supplement related to a Series, Class or Tranche of Notes, pursuant to the terms of this Article XI, the Issuer will redeem and pay, provided that funds are available, each affected Series, Class or Tranche of Notes upon the occurrence of any Early Redemption Event. Unless otherwise specified in the applicable Indenture Supplement relating to a Series, Class or Tranche of Notes, or in the form of Notes for such Series, Class or Tranche, the following are "Early Redemption Events": (a) the occurrence of an Event of Default and acceleration of the Notes of a Series, Class or Tranche pursuant to Article VI hereof; (b) with respect to any Series, Class or Tranche of Notes, the occurrence of the Expected Principal Payment Date of such Series, Class or Tranche of Notes; (c) the Issuer becoming an investment company within the meaning of the Investment Company Act; (d) with respect to any Series, Class or Tranche of Notes, (i) the related Transferor shall file a petition or commence a proceeding (A) to take advantage of any bankruptcy, conservatorship, receivership, insolvency, or similar laws or (B) for the appointment of a trustee, conservator, receiver, liquidator, or similar official for or relating to such Transferor or all or substantially all of its property, (ii) the related Transferor shall consent or fail to object to any such petition filed or proceeding commenced against or with respect to it or all or substantially all of its property, or any such petition or proceeding shall not have been dismissed or stayed within sixty (60) days of its filing or commencement, or a court, agency, or other supervisory authority with jurisdiction shall have decreed or ordered relief with respect to any such petition or proceeding, (C) the related Transferor shall admit in writing its inability to pay its debts generally as they become due, (D) the related Transferor shall make an assignment for the benefit of its creditors, or (E) the related Transferor shall voluntarily suspend payment of its obligations; or (e) with respect to any Series, Class or Tranche of Notes, any additional Early Redemption Event specified in the Indenture Supplement for such Series, Class or Tranche as applying to such Series, Class or Tranche of Notes. The repayment price of a Tranche of Notes so redeemed will equal the Outstanding principal amount of such Tranche, plus accrued, past due and additional interest to but excluding the date of repayment, the payment of which will be subject to the allocations, deposits and payments sections of the related Asset Pool Supplement and Indenture Supplement. If the Issuer is unable to pay the repayment price in full on the Principal Payment Date following the end of the Monthly Period in which the Early Redemption Event occurs, monthly payments on such Tranche of Notes will thereafter be made on each following Principal Payment Date until the Outstanding principal amount of such Series, Class or Tranche, plus all 80 accrued, past due and additional interest, is paid in full or the Legal Maturity Date occurs, whichever is earlier, subject to the allocations, deposits and payments sections of the related Asset Pool Supplement and Indenture Supplement. Any funds in any Supplemental Issuer Accounts for a repaid Tranche will be applied to make the principal and interest payments on that Tranche on the repayment date, subject to the allocations, deposits and payments sections of the related Asset Pool Supplement and Indenture Supplement. Principal payments on redeemed Tranches will be made first to the senior most Notes until paid in full, then to the next subordinated Notes until paid in full. Section 1102. Optional Repurchase. Unless otherwise provided in the applicable Indenture Supplement for a Series, Class or Tranche of Notes, the Servicer (as defined in the applicable Indenture Supplement) or any Affiliate thereof has the right, but not the obligation, to redeem a Series, Class or Tranche of Notes in whole but not in part on any day on or after the day on which the aggregate Nominal Liquidation Amount (after giving effect to all payments, if any, on that day) of such Series, Class or Tranche is reduced to less than 5% of the highest Outstanding Dollar Principal Amount (or such other percentage as shall be specified from time to time by such Servicer or any Affiliate thereof, consistent with sale treatment under GAAP and regulatory accounting principles); provided, however, that if such Class or Tranche of Notes redeemed is of a Subordinated Class or Tranche of Notes, such Servicer or any Affiliate thereof will not redeem such Notes if the provisions of the related Indenture Supplement would prevent the payment of such Subordinated Notes until a level of prefunding of the applicable Issuer Accounts for the Senior Classes of Notes for that Series has been reached such that the amount of such deficiency in the required subordination of a Senior Class of Notes is no longer required to provide subordination protection for the Senior Classes of that Series. If such Servicer or any Affiliate thereof elects to redeem a Series, Class or Tranche of Notes, it will cause the Issuer to notify the Holders of such redemption at least thirty (30) days prior to the redemption date. Unless otherwise specified in the Indenture Supplement or Terms Document applicable to the Notes to be so redeemed, the redemption price of a Series, Class or Tranche so redeemed will equal 100% of the Outstanding principal amount of such Tranche, plus accrued, unpaid and additional interest or principal accreted and unpaid on such Tranche to but excluding the date of redemption, the payment of which will be subject to the allocations, deposits and payments sections of the related Asset Pool Supplement and Indenture Supplement. If the Issuer is unable to pay the redemption price in full on the redemption date, monthly payments on such Series, Class or Tranche of Notes will thereafter be made until the Outstanding principal amount of such Series, Class or Tranche, plus all accrued and unpaid interest, is paid in full or the Legal Maturity Date occurs, whichever is earlier, subject to Article V, Article VI and the allocations, deposits and payments sections of the related Indenture Supplement. Any funds in any Supplemental Issuer Accounts for a redeemed Tranche will be applied to make the principal and interest payments on that Tranche on the redemption date in accordance with the related Indenture Supplement. Principal payments on redeemed Tranches will be made in accordance with the related Indenture Supplement. Section 1103. Notice. Promptly after the occurrence of any Early Redemption Event or a redemption pursuant to Section 1102, the Issuer will notify the Indenture Trustee and 81 the Note Rating Agencies in writing of the identity, Stated Principal Amount and Outstanding Dollar Principal Amount of the affected Series, Class or Tranche of Notes to be redeemed. Notice of redemption will promptly be given as provided in Section 106. All notices of redemption will state (a) the date on which the redemption of the applicable Series, Class or Tranche of Notes pursuant to this Article will begin, which will be the Principal Payment Date next following the end of the Monthly Period in which the applicable Early Redemption Event or redemption pursuant to Section 1102 occurs, (b) the repayment price for such Series, Class or Tranche of Notes and (c) the Series, Class or Tranche of Notes to be redeemed pursuant to this Article XI. [END OF ARTICLE XI] 82 ARTICLE XII MISCELLANEOUS Section 1201. No Petition. The Indenture Trustee, by entering into this Indenture, each Derivative Counterparty, by accepting its rights as a third party beneficiary hereunder, each Supplemental Credit Enhancement Provider or Supplemental Liquidity Provider, as applicable, by accepting its rights as a third party beneficiary hereunder, and each Noteholder, by accepting a Note, agrees that it will not at any time institute against any Transferor, any Master Trust or the Issuer, or join in any institution against any Transferor, any Master Trust or the Issuer of, any receivership, insolvency, bankruptcy or other similar proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, this Indenture, any Derivative Agreement, any Supplemental Credit Enhancement Agreement and any Supplemental Liquidity Agreement. Section 1202. Trust Obligations. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer on the Notes or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer or of any successor or assign of the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Owner Trustee has no such obligations in its individual capacity). Section 1203. Limitations on Liability. (a) It is expressly understood and agreed by the parties hereto that (i) this Indenture is executed and delivered by the Owner Trustee not individually or personally but solely as Owner Trustee, in the exercise of the powers and authority conferred and vested in it, (ii) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as a personal representation, undertaking or agreement by the Owner Trustee but is made and intended for the purpose of binding only the Issuer, (iii) nothing herein contained will be construed as creating any liability on the Owner Trustee individually or personally, to perform any covenant of the Issuer either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties to this Indenture and by any Person claiming by, through or under them and (iv) under no circumstances will the Owner Trustee be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Indenture or any related documents. (b) None of the Indenture Trustee, the Owner Trustee, any Transferor, the Administrator, the Beneficiary or any other beneficiary of the Issuer or any of their respective officers, directors, employees or agents will have any liability with respect to this Indenture, and recourse of any Noteholder may be had solely to the Collateral designated for inclusion in the specific Asset Pool and pledged to secure the applicable Notes. 83 Section 1204. Tax Treatment. The Issuer and the Noteholders agree that the Notes are intended to be debt for federal, state and local income and franchise tax purposes and agree to treat the Notes accordingly for all such purposes, unless otherwise required by a taxing authority. Section 1205. Actions Taken by the Issuer. Any and all actions that are to be taken by the Issuer may be taken by either the Beneficiary or the Owner Trustee on behalf of the Issuer. Section 1206. Alternate Payment Provisions. Notwithstanding any provision of this Indenture or any of the Notes to the contrary, the Issuer, with the written consent of the Indenture Trustee, may enter into any agreement with any Holder of a Note providing for a method of payment or notice that is different from the methods provided for in this Indenture for such payments or notices. The Issuer will furnish to the Indenture Trustee a copy of each such agreement and the Indenture Trustee will cause payments or notices, as applicable, to be made in accordance with such agreements. Section 1207. Termination of Issuer. The Issuer and the respective obligations and responsibilities of the Indenture Trustee created hereby (other than the obligation of the Indenture Trustee to make payments to Noteholders as hereinafter set forth) shall terminate, except with respect to the duties described in Subsection 1208(b), as provided in the Trust Agreement. Section 1208. Final Distribution. (a) The Issuer shall give the Indenture Trustee at least thirty (30) days prior written notice of the Payment Date on which the Noteholders of any Series, Class or Tranche may surrender their Notes for payment of the final distribution on and cancellation of such Notes. Not later than the fifth day of the month in which the final distribution in respect of such Series or Class is payable to Noteholders, the Indenture Trustee shall provide notice to Noteholders of such Series, Class or Tranche specifying (i) the date upon which final payment of such Series, Class or Tranche will be made upon presentation and surrender of Notes of such Series, Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified (which, in the case of Bearer Notes, shall be outside the United States). The Indenture Trustee shall give such notice to the Note Registrar and the Paying Agent at the time such notice is given to Noteholders. (b) Notwithstanding a final distribution to the Noteholders of any Series, Class or Tranche (or the termination of the Issuer), except as otherwise provided in this paragraph, all funds then on deposit in any Issuer Account allocated to such Noteholders shall continue to be held in trust for the benefit of such Noteholders, and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders upon surrender of their Notes, if certificated. In the event that all such Noteholders shall not surrender their Notes for cancellation within six (6) months after the date specified in the notice from the Indenture Trustee described in paragraph (a), the Indenture Trustee shall give a second notice to the 84 remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States). If within one year after the second notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the Collection Account or any Supplemental Issuer Accounts of the applicable Asset Pool held for the benefit of such Noteholders. The Indenture Trustee and the Paying Agent shall pay to the Issuer any monies held by them for the payment of principal or interest that remains unclaimed for two (2) years. After payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property law designates another Person. Section 1209. Termination Distributions. Upon the termination of the Issuer pursuant to the terms of the Trust Agreement, the Indenture Trustee shall release, assign and convey to the Beneficiary or any of its designees, without recourse, representation or warranty, all of its right, title and interest in the Collateral designated for inclusion in an Asset Pool, whether then existing or thereafter created, all monies due or to become due and all amounts received or receivable with respect thereto (including all moneys then held in any Issuer Account) and all proceeds thereof, except for amounts held by the Indenture Trustee pursuant to Section 1208(b). The Indenture Trustee shall execute and deliver such instruments of transfer and assignment as shall be provided to it, in each case without recourse, as shall be reasonably requested by the Beneficiary to vest in the Beneficiary or any of its designees all right, title and interest which the Indenture Trustee had in the Collateral and such other property designated for inclusion in an Asset Pool. Section 1210. Derivative Counterparty, Supplemental Credit Enhancement Provider and Supplemental Liquidity Provider as Third-Party Beneficiary. Each Derivative Counterparty, Supplemental Credit Enhancement Provider and Supplemental Liquidity Provider is a third-party beneficiary of this Indenture to the extent specified in the applicable Derivative Agreement, Supplemental Credit Enhancement Agreement, Supplemental Liquidity Agreement or Indenture Supplement. [END OF ARTICLE XII] 85 IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the day and year first above written. CAPITAL ONE MULTI-ASSET EXECUTION TRUST, by Deutsche Bank Trust Company Delaware, as Owner Trustee and not in its individual capacity By: /s/ Michele Voon -------------------------------------------- Name: Michele Voon Title: Attorney-in-Fact THE BANK OF NEW YORK, as Indenture Trustee and not in its individual capacity By: /s/ Scott J. Tepper -------------------------------------------- Name: Scott J. Tepper Title: Assistant Vice President 86 STATE OF DELAWARE ) )ss: COUNTY OF Hudson ) On October 9th, before me personally came Michele Voon, to me known, who, being by me duly sworn, did depose and say that she resides at New Jersey; that she is a Attorney-in-Fact of Deutsche Bank Trust Company Delaware, acting not in its individual capacity but solely as Owner Trustee of the Capital One Multi-asset Execution Trust, one of the parties described in and which executed the above instrument; that [she][he] knows the corporate seal of the Owner Trustee; that the seal affixed to that instrument is such corporate seal; that it was affixed by authority of the board of directors of the corporation; and that she signed her name thereto by like authority. /s/ Tracy Salzmann - ----------------------------- Name _____________________________ [Notarial Seal] 87 Washington, DC ) )ss: District of Columbia ) On the 9th day of October, 2002, before me personally came Scott J. Tepper to me known, who, being by me duly sworn, did depose and say that he is the Assistant Vice President of The Bank of New York, one of the entities described in and which executed the foregoing instrument; the s/he signed his/her name to the said instrument and that s/he has been authorized by The Bank of New York to execute the foregoing instrument. /s/ Shelia M. Jenkins ------------------------------------ Notary Public My Commission Expires May 31, 2004 ____________________________________ Notarial Seal 88 EXHIBIT A [FORM OF] INVESTMENT LETTER [Date] The Bank of New York, as Indenture Trustee 101 Barclay Street Floor 8 West New York, New York 10286 Attention: Corporate Trust Administration - Asset Backed Securities Unit Capital One Multi-asset Execution Trust c/o Deutsche Bank Trust Company Delaware, as Owner Trustee and not in its individual capacity E.A. Delle Donne Corporate Center, Montgomery Building 1011 Centre Road Wilmington, Delaware 19805-1266 Attn: ____________________ Re: Purchase of $___________* principal amount of Capital One Multi-asset Execution Trust, Series [.], Class [.] Notes Ladies and Gentlemen: In connection with our purchase of the above Notes (the "Notes") we confirm that: (1) We understand that the Notes are not being registered under the Securities Act of 1933, as amended (the "Securities Act"), and are being sold to us in a transaction that is exempt from the registration requirements of the Securities Act; (2) Any information we desire concerning the Notes or any other matter relevant to our decision to purchase the Notes is or has been made available to us; (3) We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Notes, and we (and any account for which we are purchasing under paragraph (4) below) are able to bear the economic risk of an investment in the Notes. We (and any account for which we are purchasing under - ----------------------------- *Not less than $50,000 minimum principal amount. A-1 paragraph (4) below) are an "accredited investor" (as such term is defined in Rule 501(a)(1), (2) or (3) of Regulation D under the Securities Act); (4) We are acquiring the Notes for our own account or for accounts as to which we exercise sole investment discretion and not with a view to any distribution of the Notes, subject, nevertheless, to the understanding that the disposition of our property shall at all times be and remain within our control; (5) We agree that the Notes must be held indefinitely by us unless subsequently registered under the Securities Act or an exemption from any registration requirements of the Securities Act and any applicable state securities law is available; (6) We agree that in the event that at some future time we wish to dispose of or exchange any of the Notes (such disposition or exchange not being currently foreseen or contemplated), we will not transfer or exchange any of the Notes unless: (a)(i) the sale is of at least U.S. $250,000 principal amount of Notes to an Eligible Purchaser (as defined below), (ii) a letter to substantially the same effect as paragraphs (1), (2), (3), (4), (5) and (6) of this letter is executed promptly by the purchaser and (3) all offers or solicitations in connection with the sale, whether directly or through any agent acting on our behalf, are limited only to Eligible Purchasers and are not made by means of any form of general solicitation or general advertising whatsoever; or (b) the Notes are transferred pursuant to Rule 144 under the Securities Act by us after we have held them for more than three years; or (c) the Notes are sold in any other transaction that does not require registration under the Securities Act and, if the Issuer, the Beneficiary, the Administrator, the Indenture Trustee or the Note Registrar so requests, we theretofore have furnished to such party an opinion of counsel satisfactory to such party, in form and substance satisfactory to such party, to such effect; or (d) the Notes are transferred pursuant to an exception from the registration requirements of the Securities Act under Rule 144A under the Securities Act; and (7) We understand that the Notes will bear a legend to substantially the following effect: "THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). NEITHER THIS NOTE NOR ANY PORTION HEREOF MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE SECURITIES ACT AND ANY APPLICABLE PROVISIONS OF ANY STATE BLUE SKY OR SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH PROVISIONS. THE TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE INDENTURE REFERRED TO HEREIN." This legend may be removed if the Issuer, the Indenture Trustee and the Note Registrar have received an opinion of counsel satisfactory to them, in form and substance satisfactory to them, to the effect that the legend may be removed. "Eligible Purchaser" means either an Eligible Dealer or a corporation, partnership or other entity which we have reasonable grounds to believe and do believe can make representations with respect to itself to substantially the same effect as the representations set forth herein. "Eligible Dealer" means any corporation or other entity the principal business of which is acting as a broker and/or dealer in securities. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Indenture, dated as of _______ __, 2002, between Capital One Multi-asset Execution Trust and The Bank of New York, as indenture trustee. Very truly yours, ___________________________________ (Name of Purchaser) By_________________________________ (Authorized Officer) EXHIBIT B-1 [FORM OF] CLEARANCE SYSTEM CERTIFICATE TO BE GIVEN TO THE INDENTURE TRUSTEE BY EUROCLEAR OR CLEARSTREAM, LUXEMBOURG FOR DELIVERY OF DEFINITIVE NOTES IN EXCHANGE FOR A PORTION OF A TEMPORARY GLOBAL NOTE CAPITAL ONE MULTI-ASSET EXECUTION TRUST, Series [.], Class [.] Notes [Insert title or sufficient description of Notes to be delivered] We refer to that portion of the Temporary Global Note in respect of the Series [.], Class [.] Notes to be exchanged for definitive Notes (the "Submitted Portion") pursuant to this certificate (the "Notes") as provided in the Indenture, dated as of _______ __, 200_ (as amended and supplemented, the "Indenture") in respect of such issue. This is to certify that (i) we have received a certificate or certificates, in writing or by tested telex, with respect to each of the persons appearing in our records as being entitled to a beneficial interest in the Submitted Portion and with respect to such person's beneficial interest either (a) from such person, substantially in the form of Exhibit B-2 to the Indenture, or (b) from _____________ ___, ______, substantially in the form of Exhibit B-3 to the Indenture, and (ii) the Submitted Portion includes no part of the Temporary Global Note excepted in such certificates. We further certify that as of the date hereof we have not received any notification from any of the persons giving such certificates to the effect that the statements made by them with respect to any part of the Submitted Portion are no longer true and cannot be relied on as of the date hereof. We understand that this certificate is required in connection with certain securities and tax laws in the United States of America. If administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate or a copy hereof to any interested party in such proceedings. Dated: _____________ ___, ______, * [_____________________________________ as operator of the Euroclear System] [Clearstream, Luxembourg] By_____________________________________ - ------------------------------- *To be dated on the date of the proposed exchange. B-1-1 EXHIBIT B-2 [FORM OF] CERTIFICATE TO BE DELIVERED TO EUROCLEAR OR CLEARSTREAM, LUXEMBOURG BY [.] WITH RESPECT TO REGISTERED NOTES SOLD TO QUALIFIED INSTITUTIONAL BUYERS CAPITAL ONE MULTI-ASSET EXECUTION TRUST, Series [.], Class [.] Notes In connection with the initial issuance and placement of the Series [.], Class [.] Notes (the "Notes"), an institutional investor in the United States (an "institutional investor") is purchasing [U.S.$/(pound)/(U)/SF] aggregate principal amount of the Notes hold in our account at [ , as operator of the Euroclear System] [Clearstream, Luxembourg] on behalf of such investor. We reasonably believe that such institutional investor is a qualified institutional buyer as such term is defined under Rule 144A of the Securities Act of 1933, as amended. [We understand that this certificate is required in connection with United States laws. We irrevocably authorize you to produce this certificate or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered by this certificate.] The Definitive Notes in respect of this certificate are to be issued in registered form in the minimum denomination of [U.S.$/(pound)/(U)/SF] and such Definitive Notes (and, unless the Indenture or terms document relating to the Notes otherwise provides, any Notes issued in exchange or substitution for or on registration of transfer of Notes) shall bear the following legend: "THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933. NEITHER THIS NOTE NOR ANY PORTION HEREOF MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (EACH AS DEFINED HEREIN), EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF SUCH ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS. THE TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE INDENTURE REFERRED TO HEREIN. THIS NOTE CANNOT BE EXCHANGED FOR A BEARER NOTE." Dated: _____________ ___, ______, [ ] By_____________________________________ Authorized Officer B-2-1 EXHIBIT B-3 [FORM OF] CERTIFICATE TO BE DELIVERED TO EUROCLEAR OR CLEARSTREAM, LUXEMBOURG BY A BENEFICIAL OWNER OF NOTES, OTHER THAN A QUALIFIED INSTITUTIONAL BUYER CAPITAL ONE MULTI-ASSET EXECUTION TRUST, Series [.], Class [.] Notes This is to certify that as of the date hereof and except as provided in the third paragraph hereof, the Series [.], Class [.] Notes held by you for our account (the "Notes") (i) are owned by a person that is a United States person, or (ii) are owned by a United States person that is (A) the foreign branch of a United States financial institution (as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v)) (a "financial institution") purchasing for its own account or for resale, or (B) a United States person who acquired the Notes through the foreign branch of a financial institution and who holds the Notes through the financial institution on the date hereof (and in either case (A) or (B), the financial institution hereby agrees to comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) are owned by a financial institution for purposes of resale during the Restricted Period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)). In addition, financial institutions described in clause (iii) of the preceding sentence (whether or not also described in clause (i) or (ii)) certify that they have not acquired the Notes for purposes of resale directly or indirectly to a United States person or to a person within the United States or its possessions. We undertake to advise you by tested telex if the above statement as to beneficial ownership is not correct on the date of delivery of the Notes in bearer form with respect to such of the Notes as then appear in your books as being held for our account. This certificate excepts and does not relate to [U.S.$/(pound)/(U)/SF] principal amount of Notes held by you for our account, as to which we are not yet able to certify beneficial ownership. We understand that delivery of Definitive Notes in such principal amount cannot be made until we are able to so certify. B-3-1 We understand that this certificate is required in connection with certain securities and tax laws in the United States of America. If administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate or a copy hereof to any interested party in such proceedings. As used herein, "United States" means the United States of America, including the States and the District of Columbia, its territories, its possessions and other areas subject to its jurisdiction; and "United States Person" means a citizen or resident of the United States, a corporation, partnership or other entity created or organized in or under the laws of the United States, or any political subdivision thereof, or an estate or trust the income of which is subject to United States federal income taxation regardless of its source. Dated: _____________ ___, ______* By______________________________ Name: As, or as agent for, the beneficial owner(s) of the interest in the Notes to which this certificate relates. - ------------------------ * This certificate must be dated on the earlier of the date of the first payment of interest in repect of the Notes and of the date of the delivery of the Notes in definitive form. B-3-2 EX-4.5 7 dex45.txt ASSET POOL 1 SUPPLEMENT Exhibit 4.5 EXECUTION COPY - -------------------------------------------------------------------------------- CAPITAL ONE MULTI-ASSET EXECUTION TRUST as Issuer and THE BANK OF NEW YORK as Indenture Trustee ---------------------- ASSET POOL 1 SUPPLEMENT dated as of October 9, 2002 to INDENTURE dated as of October 9, 2002 - -------------------------------------------------------------------------------- TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION Section 1.1. Definitions............................................... 2 Section 1.2. Effect of Headings and Table of Contents.................. 7 Section 1.3. Successors and Assigns.................................... 7 Section 1.4. Separability.............................................. 7 Section 1.5. Governing Law............................................. 7 Section 1.6. Counterparts.............................................. 7 Section 1.7. Ratification of Indenture................................. 7 ARTICLE II COLLATERAL Section 2.1. Collateral................................................ 8 Section 2.2. Recording, Etc............................................ 8 Section 2.3. Trust Indenture Act Requirements.......................... 9 Section 2.4. Suits To Protect the Collateral........................... 10 Section 2.5. Purchaser Protected....................................... 10 Section 2.6. Powers Exercisable by Receiver or Indenture Trustee....... 10 Section 2.7. Determinations Relating to Collateral..................... 10 Section 2.8. Release of all Collateral................................. 11 Section 2.9. Certain Actions by Indenture Trustee...................... 11 Section 2.10. Opinions as to Collateral................................. 12 Section 2.11. Certain Commercial Law Representations and Warranties..... 12 ARTICLE III COLLECTIONS, ALLOCATIONS, DEPOSITS AND PAYMENTS Section 3.1. Collections and Allocations............................... 13 Section 3.2. Allocations of Finance Charge Amounts and Defaulted Amounts................................................... 13 Section 3.3. Allocations of Principal Amounts.......................... 13 Section 3.4. Allocations of the Asset Pool 1 Servicing Fee............. 14 Section 3.5. Final Payment............................................. 14 Section 3.6. Payments within a Series, Class or Tranche................ 15 Section 3.7. Allocations of Collections of Finance Charge Receivables Allocable to the Segregated Transferor Interest........... 15 -i- TABLE OF CONTENTS (continued) Page Section 3.8. Excess Principal Amounts Sharing Groups................... 15 Section 3.9. Excess Finance Charge Amounts Sharing Groups.............. 15 Section 3.10. Excess Finance Charges.................................... 15 ARTICLE IV ISSUER ACCOUNTS AND INVESTMENTS Section 4.1. Issuer Accounts........................................... 15 Section 4.2. Investment of Funds in the Issuer Accounts................ 16 ARTICLE V MISCELLANEOUS Section 5.1. Custody of the Collateral................................. 18 Section 5.2. Monthly Noteholders' Statement............................ 18 Section 5.3. Payment Instruction to Master Trust....................... 18 Section 5.4. Amendments to the COMT Pooling and Servicing Agreement.... 18 Section 5.5. Limitations on Liability.................................. 19 Section 5.6. Termination of Issuer..................................... 19 Section 5.7. Termination Distributions................................. 20 Section 5.8. Derivative Counterparty, Supplemental Credit Enhancement Provider and Supplemental Liquidity Provider as Third-Party Beneficiary................................... 20 Section 5.9. Acknowledgement and Acceptance of Indenture............... 20 Section 5.10. Amendments................................................ 20 EXHIBITS - -------- EXHIBIT A [Form of] Monthly Noteholders' Statement EXHIBIT B [Form of] Monthly Administrator's Certificate EXHIBIT C [Form of] Payment Instructions -ii- ------------------------------ RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939 AND ASSET POOL SUPPLEMENT PROVISIONS* Trust Indenture Asset Pool Act Section Supplement Section --------------- ------------------ 314(b).................................... 210 (c)(1)................................. 208 (c)(2)................................. 208 (c)(3)................................. 208 (d)(1)................................. 208 - -------- * This reconciliation and tie shall not, for any purpose be part of the within asset pool supplement. THIS ASSET POOL 1 SUPPLEMENT between CAPITAL ONE MULTI-ASSET EXECUTION TRUST, a statutory trust organized under the laws of the State of Delaware (the "Issuer" or the "Trust"), having its principal office at E.A. Delle Donne Corporate Center, Montgomery Building, 1011 Centre Road, Wilmington, DE 19805, and THE BANK OF NEW YORK, a New York banking corporation, in its capacity as Indenture Trustee (the "Indenture Trustee"), is made and entered into as of October 9, 2002. All things necessary to make this Asset Pool 1 Supplement a valid agreement of the Issuer, in accordance with its terms, have been done. Asset Pool 1 shall be designated as a Non-Receivables Asset Pool. GRANTING CLAUSE The Issuer hereby grants to the Indenture Trustee for the benefit and security of the following: (a) the Asset Pool 1 Noteholders and (b) the Indenture Trustee, in its individual capacity, a security interest in all of its right, title and interest, whether now owned or hereafter acquired, in and to the following: (i) the COMT Collateral Certificate; (ii) the Collection Account established for Asset Pool 1; (iii) each Supplemental Issuer Account (including all Sub-Accounts thereof) established from time to time for Asset Pool 1; (iv) all Eligible Investments and all investment property, money and other property held in or through the Collection Account or any Supplemental Issuer Account (including all Sub-Accounts thereof); (v) all rights, benefits and powers under any Derivative Agreement relating to any Tranche of Asset Pool 1 Notes; (vi) all rights, benefits and powers under any Supplemental Credit Enhancement Agreement or Supplemental Liquidity Agreement relating to any Tranche of Asset Pool 1 Notes; (vii) all rights, benefits and powers under the Transfer and Administration Agreement; (viii) all present and future claims, demands, causes of and choses in action in respect of any of the foregoing and all interest, principal, payments and distributions of any nature or type on any of the foregoing; (ix) all accounts, general intangibles, chattel paper, instruments, documents, goods, money, investment property, deposit accounts, letters of credit, letter-of-credit rights and oil, gas and other minerals consisting of, arising from, or relating to any of the foregoing; and (x) all proceeds of the foregoing. The property described in the preceding sentence is collectively referred to as the "Collateral." The Security Interest in the Collateral is granted to secure the Asset Pool 1 Notes (and the related obligations under the Indenture and this Asset Pool 1 Supplement), equally and ratably without prejudice, priority or distinction between any Asset Pool 1 Note by reason of difference in time of issuance or otherwise, except as otherwise expressly provided in the Indenture, or in the Indenture Supplement which establishes any Series, Class or Tranche of Notes, and to secure (i) the payment of all amounts due on such Asset Pool 1 Notes in accordance with their respective terms, (ii) the payment of all other sums payable by the Issuer under the Indenture, any Indenture Supplement and this Asset Pool 1 Supplement relating to the Asset Pool 1 Notes and (iii) compliance by the Issuer with the provisions of the Indenture, any Indenture Supplement or this Asset Pool 1 Supplement relating to the Asset Pool 1 Notes. This Asset Pool 1 Supplement is a security agreement within the meaning of the UCC. The Indenture Trustee acknowledges the grant of such Security Interest, and accepts the Collateral in trust hereunder in accordance with the provisions hereof and agrees to perform the duties herein to the end that the interests of the Asset Pool 1 Noteholders may be adequately and effectively protected. The Asset Pool 1 Notes, Derivative Agreements, Supplemental Credit Enhancement Agreements, Supplemental Liquidity Agreements and other obligations under the Indenture, this Asset Pool 1 Supplement and any Indenture Supplement relating to the Asset Pool 1 Notes will benefit from the Security Interest to the extent (and only to the extent) proceeds of and distributions on the Collateral are allocated for their benefit pursuant to the Indenture, this Asset Pool 1 Supplement and the applicable Indenture Supplement. ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION Section 1.1. Definitions. For all purposes of this Asset Pool 1 Supplement, except as otherwise expressly provided or unless the context otherwise requires: (1) the terms defined in this Article have the meanings assigned to them in this Article, and, along with any other term defined in any Section of this Asset Pool 1 Supplement, include the plural as well as the singular; (2) all other terms used herein which are defined in the Indenture, the applicable Indenture Supplement, the Transfer and Administration Agreement, the COMT Pooling and Servicing Agreement or the Series 2002-CC Supplement, either directly or by reference therein, have the meanings assigned to them therein; (3) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles and, except as otherwise herein expressly provided, the term "generally accepted accounting principles" with respect to any computation required or permitted hereunder means such accounting principles as are generally accepted in the United States of America at the date of such computation; 2 (4) all references in this Asset Pool 1 Supplement to designated "Articles," "Sections" and other subdivisions are to the designated Articles, Sections and other subdivisions of this Asset Pool 1 Supplement as originally executed. The words "herein," "hereof" and "hereunder" and other words of similar import refer to this Asset Pool 1 Supplement as a whole and not to any particular Article, Section or other subdivision; (5) in the event that any term or provision contained herein shall conflict with or be inconsistent with any term or provision contained in the Indenture or the Transfer and Administration Agreement, the terms and provisions of this Asset Pool 1 Supplement shall be controlling; (6) each capitalized term defined herein shall relate only to the Asset Pool 1 Notes and no other notes issued by the Issuer; and (7) "including" and words of similar import will be deemed to be followed by "without limitation." "Administrator" has the meaning specified in the Transfer and Administration Agreement. "Asset Pool 1" means the Collateral granted to the Indenture Trustee pursuant to this Asset Pool 1 Supplement. "Asset Pool 1 Defaulted Amount" means, for Asset Pool 1 for any Monthly Period, the sum of the Collateral Certificate Defaulted Amounts for each Collateral Certificate in Asset Pool 1 for such Monthly Period. "Asset Pool 1 Excess Finance Charges" is the sum of the Excess Finance Charges (as defined in the related Indenture Supplement) for each Series of Asset Pool 1 Notes. "Asset Pool 1 Finance Charge Amounts" means, for any Monthly Period, the sum of the amount distributed to the Series 2002-CC Certificateholder pursuant to Sections 4.02(a) and 4.05 of the Series 2002-CC Supplement, plus any amounts included as Asset Pool 1 Finance Charge Amounts pursuant to any Indenture Supplement. "Asset Pool 1 Finance Charge Shortfall" is the sum of the Finance Charge Shortfalls (as defined in the related Indenture Supplement) for each Series of Asset Pool 1 Notes. "Asset Pool 1 Notes" means the Notes designated in an Indenture Supplement as being secured by the Collateral of Asset Pool 1. "Asset Pool 1 Noteholder" means any person in whose name an Asset Pool 1 Note is registered. "Asset Pool 1 Principal Amounts" means, for any Monthly Period, the amount distributed to the Series 2002-CC Certificateholder pursuant to Section 4.02(b)(i) of the Series 2002-CC Supplement for such Monthly Period plus any amounts included as Asset Pool 1 Principal Amounts pursuant to any Indenture Supplement. 3 "Asset Pool 1 Principal Shortfall" is the sum of the Principal Shortfalls (as defined in the related Indenture Supplement) for each Series of Asset Pool 1 Notes. "Asset Pool 1 Servicing Fee" has the meaning specified in Section 3.4. "Asset Pool 1 Supplement" means this Asset Pool 1 Supplement as originally executed and as amended, supplemented, restated or otherwise modified from time to time. "Beneficiary" has the meaning specified in the Trust Agreement. "Collateral" has the meaning specified in the Granting Clause of this Asset Pool 1 Supplement. "Collateral Certificate Defaulted Amount" means, for any Collateral Certificate for any Monthly Period, an amount equal to the product of (a) the Defaulted Amount (as defined in the related Pooling and Servicing Agreement) and (b) the floating allocation percentage used for allocating defaulted amounts to the related Collateral Certificate pursuant to the related Pooling and Servicing Agreement and Series Supplement for such Monthly Period (which, in the case of the COMT Collateral Certificate, is the Floating Allocation Percentage, as defined in the Series 2002-CC Supplement). "Collection Account" has the meaning specified in subsection 4.1(a). "Commission" means the U.S. Securities and Exchange Commission. "COMT Collateral Certificate" means the Series 2002-CC Certificate issued pursuant to the COMT Pooling and Servicing Agreement and the Series 2002-CC Supplement, as amended, supplemented, restated or otherwise modified from time to time. "COMT Pooling and Servicing Agreement" has the meaning specified in the Transfer and Administration Agreement. "Distribution Date" has the meaning specified in the Transfer and Administration Agreement. "Excess Finance Charge Amounts Sharing Group" means all Excess Finance Charge Amount Sharing Series that have the same Excess Finance Charge Amounts Sharing Group designation. "Excess Finance Charge Amounts Sharing Series" means a Series that, pursuant to the Indenture Supplement therefor, will share certain Asset Pool 1 Finance Charge Amounts or other specified amounts with other series in the same Excess Finance Charge Amounts Sharing Group, as more specifically specified in such Indenture Supplement. "Excess Principal Amounts Sharing Group" means all Excess Principal Amount Sharing Series that have the same Excess Principal Amounts Sharing Group designation. 4 "Excess Principal Amounts Sharing Series" means a Series that, pursuant to the Indenture Supplement therefor, will share certain Asset Pool 1 Principal Amounts or other specified amounts with other series in the same Excess Principal Amounts Sharing Group, as more specifically specified in such Indenture Supplement. "Floating Allocation Amount" means, for any Series of Asset Pool 1 Notes, the numerator used to calculate the Floating Allocation Percentage for such Series in the related Indenture Supplement. "Floating Allocation Percentage" means, for any Series of Asset Pool 1 Notes, the percentage equivalent of a fraction, the numerator of which is the Floating Allocation Amount for such Series of Asset Pool 1 Notes and the denominator of which is the sum of the Floating Allocation Amounts for all Series of Notes in Asset Pool 1. "Holder" with respect to any Note has the meaning specified in the Indenture, or with respect to Investor Certificates has the meaning specified in the related Pooling and Servicing Agreement. "Indenture" means the Indenture, dated as of October 9, 2002, between the Issuer and the Indenture Trustee, as the same may be amended, supplemented or otherwise modified from time to time. "Indenture Supplement" means any Indenture Supplement (as defined in the Indenture) relating to any Series of Asset Pool 1 Notes. "Invested Amount" means, for Asset Pool 1, the sum of the Invested Amounts of each Collateral Certificate in Asset Pool 1. "Investor Certificate" has the meaning specified in the related Pooling and Servicing Agreement. "Investor Certificateholder" has the meaning specified in the related Pooling and Servicing Agreement. "Issuer" has the meaning specified in the first paragraph of this Asset Pool 1 Supplement. "Issuer Accounts" means, collectively, the Collection Account and any Supplemental Issuer Account, including any Sub-Accounts thereof. "Master Trust Excess Sharing Amounts" has, for each Series of Asset Pool 1 Notes, the meaning specified in the applicable Indenture Supplement for such Series of Asset Pool 1 Notes. "Master Trust Trustee" has the meaning specified in the Transfer and Administration Agreement. 5 "Monthly Noteholders' Statement" means a report substantially in the form of Exhibit A, as the same may be supplemented as set forth in the related Indenture Supplement. "Monthly Principal Payment" has, with respect to any Series, Class or Tranche of Asset Pool 1 Notes, the meaning specified in the applicable Indenture Supplement for the related Series of Asset Pool 1 Notes. "Monthly Servicer's Certificate" means the certificate substantially in the form of Exhibit B to the Series 2002-CC Supplement. "Nominal Liquidation Amount Deficit" has, with respect to any Series, Class or Tranche of Asset Pool 1 Notes, the meaning specified in the applicable Indenture Supplement for such Series, Class or Tranche of Asset Pool 1 Notes. "Note Rating Agency" means, with respect to any Outstanding Asset Pool 1 Notes, each statistical rating agency selected by the Issuer to rate such Notes. "Owner Trustee" has the meaning specified in the Transfer and Administration Agreement. "Payment Instructions" means the instructions substantially in the form of Exhibit C, as the same may be supplemented as set forth in the related Indenture Supplement. "Principal Allocation Amount" means, for any Series of Asset Pool 1 Notes, the numerator used to calculate the Principal Allocation Percentage for such Series in the related Indenture Supplement. "Reallocated Principal Amount" (a) for Asset Pool 1, means the sum of the Reallocated Principal Amounts for all Series of Asset Pool 1 Notes and (b) for any Series of Asset Pool 1 Notes, has the meaning specified in the related Indenture Supplement. "Security Interest" means the security interest granted pursuant to the Granting Clause. "Series" means, with respect to any Note, the series specified in the applicable Indenture Supplement. "Series 2002-CC Certificateholder" has the meaning specified in the Series 2002-CC Supplement. "Series 2002-CC Supplement" has the meaning specified in the Transfer and Administration Agreement. "Servicer" has the meaning specified in the Transfer and Administration Agreement. "Supplemental Issuer Account" means the trust account or accounts designated as such and established pursuant to subsection 4.1(a). 6 "Targeted Interest Deposit Amount," for each Series, Class or Tranche of Asset Pool 1 Notes, has the meaning specified in the related Indenture Supplement. "Targeted Principal Deposit Amount," for each Series, Class or Tranche of Asset Pool 1 Notes, has the meaning specified in the related Indenture Supplement. "Transfer and Administration Agreement" means the Transfer and Administration Agreement dated as of October 9, 2002, among the Issuer, Capital One Funding, LLC, as Transferor, Capital One Bank, as Administrator, and The Bank of New York, as Indenture Trustee, as amended, supplemented or restated from time to time. "Transferor" has the meaning specified in the Transfer and Administration Agreement. "Trust" has the meaning specified in the first paragraph of this Asset Pool 1 Supplement. "Trust Agreement" means the Capital One Multi-asset Execution Trust Amended and Restated Trust Agreement, dated as of October 9, 2002, between Capital One Funding, LLC, as Beneficiary, and Deutsche Bank Trust Company Delaware, as Owner Trustee, as amended, restated or supplemented from time to time. Section 1.2. Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and will not affect the construction hereof. Section 1.3. Successors and Assigns. All covenants and agreements in this Asset Pool 1 Supplement by the Issuer will bind its successors and assigns, whether so expressed or not. All covenants and agreements of the Indenture Trustee in this Asset Pool 1 Supplement shall bind the successors and agents of the Indenture Trustee. Section 1.4. Separability. In case any provision in this Asset Pool 1 Supplement will be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby. Section 1.5. Governing Law. THIS ASSET POOL 1 SUPPLEMENT WILL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATION LAW, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Section 1.6. Counterparts. This Asset Pool 1 Supplement may be executed in any number of counterparts, each of which so executed will be deemed to be an original, but all such counterparts will together constitute but one and the same instrument. Section 1.7. Ratification of Indenture. As supplemented by this Asset Pool 1 Supplement, the Indenture is in all respects ratified and confirmed and the Indenture as so 7 supplemented by this Asset Pool 1 Supplement shall be read, taken and construed as one and the same instrument. [END OF ARTICLE I] ARTICLE II COLLATERAL Section 2.1. Collateral. The COMT Collateral Certificate shall be registered in the name of the Indenture Trustee and delivered to the Indenture Trustee in the State of New York. Section 2.2. Recording, Etc. (a) The Issuer intends the Security Interest granted pursuant to this Asset Pool 1 Supplement in favor of the Indenture Trustee to be prior to all other liens in respect of the Collateral. Subject to Section 2.3, the Issuer will take all actions necessary to obtain and maintain a perfected lien on and security interest in the Collateral in favor of the Indenture Trustee. The Issuer will from time to time execute, authorize and deliver all such supplements and amendments hereto and all such financing statements, amendments thereto, instruments of further assurance and other instruments, all as prepared by the Issuer, and will take such other action necessary or advisable to: (i) grant a Security Interest more effectively in all or any portion of the Collateral; (ii) maintain or preserve the Security Interest (and the priority thereof) created by this Asset Pool 1 Supplement or carry out more effectively the purposes hereof; (iii) perfect, publish notice of or protect the validity of any grant made or to be made by this Asset Pool 1 Supplement; (iv) enforce the COMT Collateral Certificate, any Derivative Agreements, any Supplemental Credit Enhancement Agreements and any Supplemental Liquidity Agreements and each other instrument or agreement designated for inclusion in the Collateral; (v) preserve and defend title to the Collateral and the rights of the Indenture Trustee in the Collateral against the claims of all persons and parties; or (vi) pay all taxes or assessments levied or assessed upon the Collateral when due. (b) The Issuer will from time to time promptly pay and discharge all UCC recording and filing fees, charges and taxes relating to the Indenture, this Asset Pool Supplement, any amendments thereto or hereto and any other instruments of further assurance. 8 (c) Without limiting the generality of clause (a)(ii) or (a)(iii): (i) The Issuer will cause this Asset Pool 1 Supplement, all amendments and supplements hereto and all financing statements and amendments thereto and any other necessary documents covering the Indenture Trustee's right, title and interest in and to the Collateral to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Indenture Trustee in and to all property comprising the Collateral. The Issuer will deliver to the Indenture Trustee file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. (ii) Within 30 days after the Issuer makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with paragraph (d) seriously misleading within the meaning of Section 9-506 (or any comparable provision) of the UCC, the Issuer will give the Indenture Trustee notice of any such change and will file such financing statements or amendments as may be necessary to continue the perfection of the Indenture Trustee's interest in the Collateral. (d) The Issuer will give the Indenture Trustee prompt notice of any relocation of its state of location, and any change in the jurisdiction of its organization, and whether, as a result of such relocation or change, the applicable provision of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and will file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Indenture Trustee's security interest in the Collateral. The Issuer will at all times maintain its chief executive office within the United States. (e) The duty of the Indenture Trustee to execute or authorize any instrument required pursuant to this Section will arise only if the Indenture Trustee has actual knowledge of the type described in Section 601(c) of the Indenture of any default of the Issuer in complying with the provisions of this Section. Section 2.3. Trust Indenture Act Requirements. The release of any Collateral from the lien created by this Asset Pool 1 Supplement or the release, in whole or in part, of the liens on all Collateral, will not be deemed to impair the Security Interest in contravention of the provisions hereof if and to the extent the Collateral or liens are released pursuant to the terms hereof. The Indenture Trustee and each of the Asset Pool 1 Noteholders are hereby deemed to acknowledge that a release of Collateral securing an Asset Pool or liens strictly in accordance with the terms hereof will not be deemed for any purpose to be an impairment of the remaining Security Interests in contravention of the terms of this Asset Pool 1 Supplement. To the extent applicable, without limitation, the Issuer will cause Section 314(d) of the Trust Indenture Act relating to the release of property or securities from the liens hereof to be complied with. Any certificate or opinion required by Section 314(d) of the Trust Indenture Act may be made by an 9 Issuer Authorized Officer, except in cases in which Section 314(d) of the Trust Indenture Act requires that such certificate or opinion be made by an independent person. Section 2.4. Suits To Protect the Collateral. Subject to the provisions of this Asset Pool 1 Supplement, the Indenture Trustee will have power to institute and to maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts which may be unlawful or in violation of this Asset Pool 1 Supplement, and such suits and proceedings as the Indenture Trustee may deem expedient to preserve or protect the interests of the Asset Pool 1 Noteholders and the interests of the Indenture Trustee in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the Security Interest or be prejudicial to the interests of the Asset Pool 1 Noteholders or the Indenture Trustee). No counterparties to a Derivative Agreement, Supplemental Credit Enhancement Agreement or Supplemental Liquidity Agreement may direct the Indenture Trustee to enforce the Security Interest. Each Derivative Counterparty's, Supplemental Credit Enhancement Provider's and Supplemental Liquidity Provider's rights consist solely of the right to receive Asset Pool 1 Finance Charge Amounts or Asset Pool 1 Principal Amounts, as applicable, allocated for such party's benefit pursuant to the related Indenture Supplement. Section 2.5. Purchaser Protected. In no event will any purchaser in good faith of any property purported to be released hereunder be bound to ascertain the authority of the Indenture Trustee to execute the release or to inquire as to the satisfaction of any conditions required by the provisions hereof for the exercise of such authority or to see to the application of any consideration given by such purchaser or other transferee; nor will any purchaser or other transferee of any property or rights permitted by this Article to be sold be under any obligation to ascertain or inquire into the authority of the Issuer or any other obligor, as applicable, to make any such sale or other transfer. Section 2.6. Powers Exercisable by Receiver or Indenture Trustee. In case the Collateral shall be in the possession of a receiver or trustee, lawfully appointed, the powers conferred in this Article II upon the Issuer or any other obligor, as applicable, with respect to the release, sale or other disposition of such property may be exercised by such receiver or trustee, and an instrument signed by such receiver or trustee shall be deemed the equivalent of any similar instrument of the Issuer or any other obligor, as applicable, or of any officer or officers thereof required by the provisions of this Article II. Section 2.7. Determinations Relating to Collateral. In the event (i) the Indenture Trustee shall receive any written request from the Issuer or any other obligor for consent or approval with respect to any matter or thing relating to any Collateral or the Issuer's or any other obligor's obligations with respect thereto or (ii) there shall be due to or from the Indenture Trustee under the provisions hereof any performance or the delivery of any instrument or (iii) the Indenture Trustee shall become aware of any nonperformance by the Issuer or any other obligor of any covenant or any breach of any representation or warranty of the Issuer or any other obligor set forth in this Asset Pool 1 Supplement, then, in each such event, the Indenture Trustee shall be entitled to hire experts, consultants, agents and attorneys to advise the 10 Indenture Trustee on the manner in which the Indenture Trustee should respond to such request or render any requested performance or response to such nonperformance or breach (the expenses of which will be reimbursed to the Indenture Trustee pursuant to Section 707 of the Indenture). The Indenture Trustee will be fully protected in the taking of any action recommended or approved by any such expert, consultant, agent or attorney or agreed to by Holders of more than 66 2/3% of the Outstanding Dollar Principal Amount of the Outstanding Asset Pool 1 Notes. Section 2.8. Release of all Collateral. (a) Subject to the payment of its fees and expenses pursuant to Section 707 of the Indenture, the Indenture Trustee shall, at the request of the Issuer or when otherwise required by the provisions of this Asset Pool 1 Supplement, execute instruments to release property from the lien of this Asset Pool 1 Supplement, or convey the Indenture Trustee's interest (which is held by the Indenture Trustee for the benefit of the Noteholders) in the same, in a manner and under circumstances which are not inconsistent with the provisions of this Asset Pool 1 Supplement. No party relying upon an instrument executed by the Indenture Trustee as provided in this Article II will be bound to ascertain the Indenture Trustee's authority, inquire into the satisfaction of any conditions precedent or see to the application of any funds. (b) Upon delivery of an Officer's Certificate certifying that the Issuer's obligations under the Indenture and this Asset Pool 1 Supplement have been satisfied and discharged by complying with the provisions of this Article II, the Indenture Trustee shall (i) execute and deliver such releases, termination statements and other instruments (in recordable form, where appropriate) as the Issuer or any other obligor, as applicable, may reasonably request evidencing the termination of the Security Interest created by this Asset Pool 1 Supplement and (ii) not be deemed to hold the Security Interest for the benefit of itself, the Indenture Trustee, the Asset Pool 1 Noteholders, any applicable Derivative Counterparty, any applicable Supplemental Credit Enhancement Provider or any applicable Supplemental Liquidity Provider. (c) The Transferor, the Issuer and the Asset Pool 1 Noteholders shall be entitled to receive at least 10 days written notice when the Indenture Trustee proposes to take any action pursuant to clause (a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also be entitled to require, as a condition to such action, an Opinion of Counsel, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action. Section 2.9. Certain Actions by Indenture Trustee. Any action taken by the Indenture Trustee pursuant to this Article in respect of the release of any or all of the Collateral will be taken by the Indenture Trustee as its interest in such Collateral may appear, and no provision of this Article II is intended to, or will, excuse compliance with any provision hereof. 11 Section 2.10. Opinions as to Collateral. (a) On the date hereof, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the filing of any financing statements and amendments thereto as is necessary to perfect and maintain the perfection of the Security Interest created by this Asset Pool 1 Supplement in favor of the Indenture Trustee and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such lien and security interest perfected. (b) On or before April 30 in each calendar year, beginning in 2003, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel with respect to each UCC financing statement which has been filed by the Issuer with respect to the Collateral either stating that, (i) in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of such financing statements and amendments thereto as are necessary to maintain the first priority Security Interest created by this Asset Pool 1 Supplement and reciting the details of such action or (ii) in the opinion of such counsel, no such action is necessary to maintain such Security Interest. Such Opinion of Counsel will also describe the recording, filing, re-recording and refiling of such financing statements and amendments thereto that will, in the opinion of such counsel, be required to maintain the Security Interest created by this Asset Pool 1 Supplement until April 30 in the following calendar year. Section 2.11. Certain Commercial Law Representations and Warranties. The Issuer hereby makes the following representations and warranties. Such representations and warranties shall survive until the termination of the Indenture and this Asset Pool 1 Supplement. Such representations and warranties speak of the date that a security interest in the Collateral is granted to the Indenture Trustee but shall not be waived by any of the parties to the Indenture or this Asset Pool 1 Supplement unless each Note Rating Agency shall have notified the Beneficiary, the Administrator, the Owner Trustee and the Indenture Trustee in writing that such waiver will not result in a reduction or withdrawal of its then current rating of the Notes. (a) The Indenture and this Asset Pool 1 Supplement create a valid and continuing security interest (as defined in the applicable UCC) in favor of the Indenture Trustee in the related Collateral, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Issuer. (b) The related Collateral constitutes an "account," a "general intangible," an "instrument," or a "certificated security" within the meaning of the applicable UCC. (c) At the time of its grant of any security interest in the related Collateral pursuant to the Indenture and this Asset Pool 1 Supplement, the Issuer owned and had good and marketable title to such Collateral free and clear of any lien, claim or encumbrance of any Person. (d) The Issuer has caused or will have caused, within ten (10) days of the initial execution of this Asset Pool 1 Supplement, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in 12 order to perfect the security interest in the related Collateral granted to the Indenture Trustee pursuant to the Indenture and this Asset Pool 1 Supplement. (e) The Issuer has registered the Indenture Trustee as the registered owner of the related Collateral. (f) Other than the security interest granted to the Indenture Trustee pursuant to the Indenture and this Asset Pool 1 Supplement, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed, the related Collateral. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the related Collateral other than any financing statement relating to the security interest granted to the Indenture Trustee pursuant to the Indenture and this Asset Pool 1 Supplement or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer. [END OF ARTICLE II] ARTICLE III COLLECTIONS, ALLOCATIONS, DEPOSITS AND PAYMENTS Section 3.1. Collections and Allocations. The Administrator pursuant to the terms of the Transfer and Administration Agreement shall instruct the Indenture Trustee to apply all funds on deposit in the Collection Account as described in this Article III and in any Indenture Supplement for any Series of Asset Pool 1 Notes. The Administrator pursuant to the terms of Transfer and Administration Agreement shall deposit Asset Pool 1 Finance Charge Amounts and Asset Pool 1 Principal Amounts with respect to any Monthly Period into the Collection Account for Asset Pool 1 upon receipt. Section 3.2. Allocations of Finance Charge Amounts and Defaulted Amounts. (a) With respect to each Monthly Period, the Indenture Trustee, at the direction of the Administrator, shall allocate to each Series of Asset Pool 1 Notes an amount equal to the product of (i) the Floating Allocation Percentage for such Monthly Period for such Series and (ii) the Asset Pool 1 Finance Charge Amounts for such Monthly Period. (b) With respect to each Monthly Period, the Indenture Trustee, at the direction of the Administrator, shall allocate to each Series of Asset Pool 1 Notes an amount equal to the product of (i) the Floating Allocation Percentage for such Monthly Period for such Series and (ii) the Asset Pool 1 Defaulted Amount for such Monthly Period. Section 3.3. Allocations of Principal Amounts. With respect to each Monthly Period, the Indenture Trustee, at the direction of the Administrator, shall allocate Asset Pool 1 Principal Amounts to each Series of Asset Pool 1 Notes in an amount equal to the Monthly Principal Payment for such Series of Asset Pool 1 Notes; provided, however, that in the event that Asset Pool 1 Principal Amounts for any Monthly Period is less than the aggregate Monthly 13 Principal Payments for all Series of Asset Pool 1 Notes, Asset Pool 1 Principal Amounts for such Monthly Period will be allocated pro rata to each Series of Asset Pool 1 Notes with a Monthly Principal Payment for such Monthly Period in an amount equal to the lesser of (a) the product of (i) the Principal Allocation Percentage for such Monthly Period for such Series and (ii) the Asset Pool 1 Principal Amounts for such Monthly Period and (b) the Monthly Principal Payment for such Series of Asset Pool 1 Notes, each for such Monthly Period; provided further, however, that any excess Asset Pool 1 Principal Amounts identified in the application of the preceding proviso, or in the application of this proviso, will be allocated to each Series of Asset Pool 1 Notes which has not been allocated sufficient Asset Pool 1 Principal Amounts to cover its full Monthly Principal Payment up to the amount of such insufficiency pro rata (based on the ratio of the numerator used to calculate the Principal Allocation Percentage for such Monthly Period for such Series of Asset Pool 1 Notes to the sum of the numerators used to calculate the Principal Allocation Percentage for such Monthly Period for all Series of Asset Pool 1 Notes with an uncovered Monthly Principal Payment for such Monthly Period). Section 3.4. Allocations of the Asset Pool 1 Servicing Fee. (a) As compensation for its servicing activities under the related Pooling and Servicing Agreement for each Collateral Certificate in Asset Pool 1 and as reimbursement for any expense incurred by it in connection therewith, the Servicer shall be entitled to receive a servicing fee (the "Asset Pool 1 Servicing Fee"). For each Monthly Period, the Asset Pool 1 Servicing Fees shall equal the sum of the Certificateholder Servicing Fees, as defined in the related Series Supplements, for each Collateral Certificate in Asset Pool 1. (b) With respect to each Monthly Period, the Indenture Trustee, at the direction of the Administrator, shall allocate to each Series of Asset Pool 1 Notes an amount equal to the product of (i) the Asset Pool 1 Servicing Fee for such Monthly Period and (ii) the Floating Allocation Percentage for such Monthly Period for such Series of Asset Pool 1 Notes. Section 3.5. Final Payment. Each Series, Class or Tranche of Asset Pool 1 Notes, as applicable, will be considered to be paid in full in the manner set forth in the applicable Indenture Supplement. The Holders of such Series, Class or Tranche of Asset Pool 1 Notes, as applicable, will have no further right or claim, and the Issuer will have no further obligation or liability with respect to such Series, Class or Tranche of Notes, as applicable, on the earliest to occur of: (a) the date of the payment in full of the Stated Principal Amount of and all accrued interest on that Series, Class or Tranche of Asset Pool 1 Notes, as applicable; (b) for U.S. Dollar Notes, the date on which the Outstanding Dollar Principal Amount of such Asset Pool 1 Notes, after giving effect to all deposits, allocations, reallocations, sales of Collateral and payments to be made on such date, is reduced to zero, and all accrued interest on such Asset Pool 1 Notes is paid in full; or (c) on the Legal Maturity Date of such Asset Pool 1 Notes, after giving effect to all deposits, allocations, reallocations, sales of Collateral and payments to be made on such date. 14 Section 3.6. Payments within a Series, Class or Tranche. All payments of principal, interest or other amounts to Holders of the Asset Pool 1 Notes of a Series, Class or Tranche will be made in accordance with the related Indenture Supplement. Section 3.7. Allocations of Collections of Finance Charge Receivables Allocable to the Segregated Transferor Interest. With respect to each Monthly Period, the Indenture Trustee will allocate to each Series of Asset Pool 1 Notes, for application in accordance with the related Indenture Supplement, the aggregate amount paid to the Issuer with respect to each such Series of Asset Pool 1 Notes pursuant to Section 4.05 of the Series 2002-CC Supplement. Section 3.8. Excess Principal Amounts Sharing Groups. Asset Pool 1 Principal Amounts and other specified amounts allocated to each Series of Asset Pool 1 Notes in the same Excess Principal Amounts Sharing Group shall be reallocated to cover principal and other expenses related to each Series of Asset Pool 1 Notes in such Excess Principal Amounts Sharing Group as specified in each related Indenture Supplement. The reallocation provisions of the Indenture Supplement for each Series of Asset Pool 1 Notes in the same Excess Principal Amounts Sharing Group are required to be identical in all material respects. Section 3.9. Excess Finance Charge Amounts Sharing Groups. Asset Pool 1 Finance Charge Amounts and other specified amounts allocated to each Series of Asset Pool 1 Notes in the same Excess Finance Charge Amounts Sharing Group shall be reallocated to cover interest and other expenses related to each Series of Asset Pool 1 Notes in such Excess Finance Charge Amounts Sharing Group as specified in each related Indenture Supplement. The reallocation provisions of the Indenture Supplement for each Series of Asset Pool 1 Notes in the same Excess Finance Charge Amounts Sharing Group are required to be identical in all material respects. Section 3.10. Excess Finance Charges. With respect to each Monthly Period, the Issuer will determine the aggregate amount of Excess Finance Charges for Series 2002-CC and each other Collateral Certificate. The aggregate amount of Excess Finance Charges for Series 2002-CC will be paid to the Master Trust Trustee for application in accordance with Section 4.05 of the Series 2002-CC Supplement. [END OF ARTICLE III] ARTICLE IV ISSUER ACCOUNTS AND INVESTMENTS Section 4.1. Issuer Accounts. (a) On or before the date hereof, the Issuer shall cause to be established and maintained for Asset Pool 1 one or more Eligible Deposit Accounts (each such account, a "Collection Account" and collectively, the "Collection Accounts") in the name of the Indenture 15 Trustee, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Indenture Trustee and the applicable Asset Pool 1 Noteholders. All collections and distributions received pursuant to Section 3.1 shall be deposited into the Collection Account. From time to time in connection with the issuance of a Series, Class or Tranche of Notes, the Issuer may cause the Indenture Trustee to establish one or more Eligible Deposit Accounts denominated as "Supplemental Issuer Accounts" in the name of the Indenture Trustee, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Indenture Trustee and the Asset Pool 1 Noteholders. The Collection Account and any Supplemental Issuer Account shall be under the control (within the meaning of Section 9-104 or 9-106, as applicable, of the UCC) of the Indenture Trustee for the benefit of the Indenture Trustee and the applicable Asset Pool 1 Noteholders. If, at any time, the institution holding the Collection Account or any Supplemental Issuer Account ceases to be an Eligible Institution, the Issuer shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Note Rating Agency may consent in writing) establish a new Collection Account or Supplemental Issuer Account, as applicable, that is an Eligible Deposit Account and shall transfer any cash and/or investments from such Collection Account or Supplemental Issuer Account, as applicable, to such new Collection Account or Supplemental Issuer Account, as applicable. From the date each such new Collection Account is established, it shall be the "Collection Account." From the date each such new Supplemental Issuer Account is established, it shall be a "Supplemental Issuer Account." Any Supplemental Issuer Account will receive deposits as set forth herein, in the Indenture and in the applicable Indenture Supplement. (b) All payments to be made from time to time by the Indenture Trustee to Asset Pool 1 Noteholders out of funds in the Issuer Accounts pursuant to this Asset Pool 1 Supplement, the Indenture and any Indenture Supplement will be made by the Indenture Trustee directly to the Paying Agent not later than 12:00 noon New York City time on the applicable Payment Date or earlier, if necessary, or as otherwise provided in the applicable Indenture Supplement but only to the extent of available funds in the applicable Issuer Account or Sub-Account. Section 4.2. Investment of Funds in the Issuer Accounts. (a) Funds on deposit in the Issuer Accounts will be invested and reinvested by the Indenture Trustee at the written direction of the Issuer in one or more Eligible Investments. The Issuer may authorize the Indenture Trustee to make specific investments pursuant to written instructions, in such amounts as the Issuer will specify. Notwithstanding the foregoing, funds held by the Indenture Trustee in any of the Issuer Accounts will be invested in Eligible Investments that will mature in each case no later than the date on which such funds in the Issuer Accounts are scheduled to be transferred or distributed by the Indenture Trustee pursuant to this Asset Pool 1 Supplement (or as necessary to provide for timely payment of principal or interest on the applicable Payment Date). (b) All funds deposited from time to time in the Issuer Accounts pursuant to this Asset Pool 1 Supplement and all investments made with such funds will be held by the Indenture Trustee in the Issuer Accounts as part of the Collateral as herein provided, subject to withdrawal by the Indenture Trustee for the purposes set forth herein. 16 (c) Funds and other property in any of the Issuer Accounts will not be commingled with any other funds or property of the Issuer or the Indenture Trustee. The Indenture Trustee shall: (i) hold each Eligible Investment that constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Indenture Trustee that (A) such investment property at all times shall be credited to a securities account of the Indenture Trustee, (B) all property credited to such securities account shall be treated as a financial asset, (C) such securities intermediary shall treat the Indenture Trustee as entitled to exercise the rights that comprise each financial asset credited to such securities account, (D) such securities intermediary shall comply with entitlement orders originated by the Indenture Trustee without the further consent of any other person or entity, (E) such securities intermediary shall not agree with any person or entity other than the Indenture Trustee to comply with entitlement orders originated by any person or entity other than the Indenture Trustee, (F) such securities account and all property credited thereto shall not be subject to any lien, security interest, right of set-off, or encumbrance in favor of such securities intermediary or anyone claiming through such securities intermediary (other than the Indenture Trustee), (G) such agreement between such securities intermediary and the Indenture Trustee shall be governed by the laws of the State of New York, and (H) the State of New York shall be the securities intermediary's jurisdiction for purposes of the UCC; and (ii) maintain possession of each other Eligible Investment not described in clause (i) above in the State of New York separate and apart from all other property held by the Indenture Trustee; provided that, other than following an Event of Default and acceleration pursuant to Section 602 of the Indenture, no Eligible Investment shall be disposed of prior to its maturity. Notwithstanding any other provision of the Indenture or this Asset Pool 1 Supplement, the Indenture Trustee shall not hold any Eligible Investment through an agent except as expressly permitted by this Section 4.2(c). Each term used in this Section 4.2(c) and defined in the New York UCC shall have the meaning set forth in the New York UCC. (d) n each Distribution Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Distribution Date on funds on deposit in the Collection Account will be treated as Asset Pool 1 Finance Charge Amounts and applied pursuant to Section 3.2(a) for such Distribution Date. Unless otherwise stated in the related Indenture Supplement, for purposes of determining the availability of funds or the balance in the Issuer Accounts for any reason under this Asset Pool 1 Supplement or any Indenture Supplement, investment earnings on such funds shall be deemed not to be available or on deposit. Subject to Section 701(d) of the Indenture, the Indenture Trustee will not in any way be held liable by reason of any insufficiency in such Issuer Accounts resulting from any loss on any Eligible Investment included therein except for losses attributable to the Indenture 17 Trustee's failure to make payments on such Eligible Investments issued by the Indenture Trustee, in its commercial capacity, in accordance with their terms. (e) Funds on deposit in the Issuer Accounts will be invested and reinvested by the Indenture Trustee to the fullest extent practicable, in such manner as the Indenture Trustee will from time to time determine, but only in one or more Eligible Investments, upon the occurrence of any of the following events: (i) the Issuer shall have failed to give investment directions to the Indenture Trustee, in which case the Indenture Trustee shall invest and reinvest funds on deposit in the Issuer Amounts in accordance with the instruction letter provided to the Indenture Trustee by the Issuer on the date hereof; or (ii) an Event of Default shall have occurred and is continuing but no Notes shall have been declared due and payable pursuant to Section 602 of the Indenture. [END OF ARTICLE IV] ARTICLE V MISCELLANEOUS Section 5.1. Custody of the Collateral. The Collateral shall be held by the Indenture Trustee separate and apart from all other property held by such Indenture Trustee. Section 5.2. Monthly Noteholders' Statement. On each Distribution Date the Issuer will, in cooperation with the Servicer, complete and deliver to the Indenture Trustee and the Master Trust Trustee (with a copy to each Note Rating Agency) a Monthly Noteholders' Statement. Section 5.3. Payment Instruction to Master Trust. (a) Promptly after the receipt by the Issuer of each Monthly Servicer's Certificate under the Series 2002-CC Supplement, the Issuer will, in cooperation with the Servicer, complete the Payment Instruction and deliver a copy thereof to the Indenture Trustee and the Master Trust Trustee. (b) From time to time, the Issuer will notify the Servicer of the information necessary to be provided by the Issuer under the applicable section of the COMT Pooling and Servicing Agreement as supplemented by the Series 2002-CC Supplement to calculate the Invested Amount of the COMT Collateral Certificate. Section 5.4. Amendments to the COMT Pooling and Servicing Agreement. By their acceptance of a Asset Pool 1 Note, the Asset Pool 1 Noteholders acknowledge that the Transferor, the Servicer and the Master Trust Trustee may amend the COMT Pooling and Servicing Agreement and any supplement thereto without the consent of the Holders of any Investor Certificates (including the Issuer) or any Asset Pool 1 Noteholder, so long as such 18 amendment or supplement would not materially adversely affect the interest of the Holders of any Investor Certificates. For purposes of any vote or consent under the COMT Pooling and Servicing Agreement or any supplement thereto, with respect to certain actions requiring the consent or direction of Investor Certificateholders holding a specified percentage of the aggregate unpaid amount outstanding of Investor Certificates (whether by number of series or percentage of all outstanding Investor Certificates depending on the manner of voting or consenting on such matter), the Issuer, as holder of the COMT Collateral Certificate, shall be deemed to be an Investor Certificateholder under the COMT Pooling and Servicing Agreement, and will be deemed to have voted in accordance with the Investor Certificateholders holding a majority of the aggregate Invested Amount outstanding of such Investor Certificates which are entitled to vote or consent on such matter; provided, however, that in the event Investor Certificateholders holding equal portions of the Invested Amount outstanding of such Investor Certificates vote in the positive and in the negative, without taking into consideration the vote of the Issuer, as holder of the COMT Collateral Certificate, the Issuer shall be deemed to vote in the negative; provided further, that if the COMT Collateral Certificate is the sole Investor Certificate outstanding entitled to vote or consent on such matter, the Issuer, as holder thereof, will be deemed to have voted in the negative. Section 5.5. Limitations on Liability. (a) It is expressly understood and agreed by the parties hereto that (i) this Asset Pool 1 Supplement is executed and delivered by the Owner Trustee not individually or personally but solely as Owner Trustee under the Trust Agreement, in the exercise of the powers and authority conferred and vested in it, (ii) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as a personal representation, undertaking or agreement by the Owner Trustee but is made and intended for the purpose of binding only the Issuer, (iii) nothing herein contained will be construed as creating any liability on the Owner Trustee individually or personally, to perform any covenant of the Issuer either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties to the Indenture and by any Person claiming by, through or under them and (iv) under no circumstances will the Owner Trustee be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Asset Pool 1 Supplement or any related documents. (b) None of the Indenture Trustee, the Owner Trustee, the Administrator, the Beneficiary or any other beneficiary of the Issuer or any of their respective officers, directors, employees, incorporators or agents will have any liability with respect to this Asset Pool 1 Supplement, and recourse may be had solely to the Collateral pledged to secure the Asset Pool 1 Notes under this Asset Pool 1 Supplement. Section 5.6. Termination of Issuer. The Issuer and the respective obligations and responsibilities of the Indenture Trustee created hereby shall terminate as provided in the Trust Agreement. 19 Section 5.7. Termination Distributions. Upon the termination of the Issuer pursuant to the terms of the Trust Agreement, the Indenture Trustee shall release, assign and convey to the Beneficiary or any of its designees, without recourse, representation or warranty, all of its right, title and interest in the Collateral, whether then existing or thereafter created, all monies due or to become due and all amounts received or receivable with respect thereto (including all moneys then held in any Issuer Account) and all proceeds thereof. The Indenture Trustee shall execute and deliver such instruments of transfer and assignment as shall be provided to it, in each case without recourse, as shall be reasonably requested by the Beneficiary, to vest in the Beneficiary or any of its designees all right, title and interest which the Indenture Trustee had in and to the Collateral and such other property. Section 5.8. Derivative Counterparty, Supplemental Credit Enhancement Provider and Supplemental Liquidity Provider as Third-Party Beneficiary. Each Derivative Counterparty, Supplemental Credit Enhancement Provider and Supplemental Liquidity Provider is a third-party beneficiary of this Asset Pool 1 Supplement to the extent specified in the applicable Derivative Agreement, Supplemental Credit Enhancement Agreement, Supplemental Liquidity Agreement or Indenture Supplement. Section 5.9. Acknowledgement and Acceptance of Indenture. Capital One Bank, as Administrator, and Capital One Funding, LLC, as Transferor, by their signatures hereto, acknowledge and accept the Indenture. Section 5.10. Amendments. Except as expressly set forth in Article IX of the Indenture, this Asset Pool 1 Supplement may not be amended, supplemented or modified. [END OF ARTICLE V] 20 IN WITNESS WHEREOF, the parties hereto have caused this Asset Pool 1 Supplement to be duly executed as of the day and year first above written. CAPITAL ONE MULTI-ASSET EXECUTION TRUST, by Deutsche Bank Trust Company Delaware, not in its individual capacity but solely as Owner Trustee on behalf of the Issuer By: /s/ Michele Voon -------------------------------------- Name: Michele Voon Title: Attorney-in-Fact THE BANK OF NEW YORK, as Indenture Trustee and not in its individual capacity By: /s/ Scott J. Tepper -------------------------------------- Name: Scott J. Tepper Title: Assistant Vice President Acknowledged and Accepted: CAPITAL ONE BANK, as Administrator By: /s/ Bonnie A. Seideman -------------------------- ---- Name: Bonnie A. Seideman Title: Manager of Securitization CAPITAL ONE FUNDING, LLC, as Transferor By: /s/ Bonnie A. Seideman - ----------------------------------------- Name: Bonnie A. Seideman Title: President and Chief Executive Officer EXHIBIT A [FORM OF] MONTHLY NOTEHOLDERS' STATEMENT Date: ______ __, ____ CAPITAL ONE MULTI-ASSET EXECUTION TRUST MONTHLY PERIOD ENDING _______ __, ____ Reference is made to the Series 2002-CC Supplement (the "Series 2002-CC Supplement"), dated as of October 9, 2002, between Capital One Funding, LLC, a Virginia limited liability company ("Funding"), as Transferor, Capital One Bank, a Virginia banking corporation (the "Bank"), as Servicer, and The Bank of New York, as Trustee, and the Indenture (the "Indenture"), dated as of October 9, 2002, between Capital One Multi-asset Execution Trust, as Issuer, and The Bank of New York, as Indenture Trustee. Terms used herein and not defined herein have the meanings ascribed to them in the Series 2002-CC Supplement, the Indenture and the related Indenture Supplements, as applicable. The following computations are prepared with respect to the Transfer Date of _______ __, ____ and with respect to the performance of the Trust during the related Monthly Period. A. Target deposits to Interest Funding sub-Accounts:
Targeted Deposit Interest Funding to Interest Actual Deposit to Shortfall from sub-account Interest Funding Funding Interest Funding earlier Monthly Balance prior to sub-Account Series sub-account sub-Account Period Withdrawals Earnings [Series [____] [Series [____] [Total:]
IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Monthly Noteholders' Statement this __ day of __________, _____. CAPITAL ONE FUNDING, LLC, as Beneficiary of the Capital One Multi-asset Execution Trust By: ______________________________ Name: Title: CAPITAL ONE BANK, as Servicer of the Capital One Master Trust By: ______________________________ Name: Title: A-2 EXHIBIT B [FORM OF] MONTHLY ADMINISTRATOR'S CERTIFICATE CAPITAL ONE BANK ------------------------------------------- CAPITAL ONE MULTI-ASSET EXECUTION TRUST ------------------------------------------- The undersigned, a duly authorized representative of Capital One Bank, as Administrator, pursuant to the Transfer and Administration Agreement, dated as of October 9, 2002 (as amended and supplemented, the "Agreement"), among Capital One Multi-asset Execution Trust, as Issuer, Capital One Funding, LLC, as Transferor, Capital One Bank, as Administrator, and The Bank of New York, as Indenture Trustee, does hereby certify as follows: 1. Capitalized terms used in this Certificate have their respective meanings as set forth in the Agreement. 2. Capital One Bank is, as of the date hereof, the Administrator 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 Administrator 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 Transferor or the Administrator, 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 Early Redemption 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_________]. IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Certificate this ______ day of __________, 20__. CAPITAL ONE BANK, as Administrator By:_________________________ Name: Title: B-2 EXHIBIT C [FORM OF] PAYMENT INSTRUCTIONS ---------------------------------------- CAPITAL ONE MULTI-ASSET EXECUTION TRUST CAPITAL ONE BANK ---------------------------------------- Unless otherwise indicated, capitalized terms used in this Payment Instruction have their respective meanings set forth in the Asset Pool Supplement; provided, that the "preceding Monthly Period" shall mean the Monthly Period immediately preceding the calendar month in which this Payment Instruction is delivered. This Payment Instruction is delivered pursuant to Section 5.3 of the Asset Pool Supplement. The date of this Payment Instruction is a Distribution Date under the COMT Pooling and Servicing Agreement. I Allocations of Finance Charge Amounts: A. Finance Charge Amounts paid to Series [______]............. $_______ [B. Finance Charge Amounts paid to Series [______]............. $_______ C. Finance Charge Amounts paid to Series [______]............. $_______ Total $_______] II. Allocations of Principal Amounts: A. Principal Amounts paid to Series [____].................... $_______ [B. Principal Amounts paid to Series [____].................... $_______ C. Principal Amounts paid to Series [____].................... $_______ Total $_______]
IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Payment Instruction this ____ day of __________, ____. CAPITAL ONE FUNDING, LLC, as Beneficiary of the Capital One Multi-asset Execution Trust By: ________________________ Name: Title: CAPITAL ONE BANK, as Servicer of the Capital One Master Trust By: ________________________ Name: Title: C-2 EX-4.6 8 dex46.txt CARD SERIES INDENTURE SUPPLEMENT Exhibit 4.6 EXECUTION COPY ================================================================================ CAPITAL ONE MULTI-ASSET EXECUTION TRUST as Issuer and THE BANK OF NEW YORK as Indenture Trustee CARD SERIES INDENTURE SUPPLEMENT dated as of October 9, 2002 to ASSET POOL 1 SUPPLEMENT dated as of October 9, 2002 to INDENTURE dated as of October 9, 2002 ================================================================================ TABLE OF CONTENTS
Page ARTICLE I Definitions and Other Provisions of General Application Section 1.01. Definitions ............................................................................ 1 Section 1.02. Governing Law .......................................................................... 22 Section 1.03. Counterparts ........................................................................... 22 Section 1.04. Ratification of Indenture and Asset Pool 1 Supplement .................................. 23 ARTICLE II The Notes Section 2.01. Creation and Designation ............................................................... 24 Section 2.02. New Issuances of Notes ................................................................. 24 ARTICLE III Allocations, Deposits and Payments Section 3.01. Allocations of Card Series Finance Charge Amounts ...................................... 26 Section 3.02. Targeted Deposits of Card Series Finance Charge Amounts to the Interest Funding Account ................................................................................ 27 Section 3.03. Allocations of Card Series Finance Charge Amounts to Interest Funding sub-Accounts ..... 27 Section 3.04. Amounts to be Treated as Card Series Finance Charge Amounts; Payments Received from Derivative Counterparties for Interest in Foreign Currencies; Other Deposits to the Interest Funding sub-Accounts .......................................................... 28 Section 3.05. Allocations of Reductions to the Nominal Liquidation Amount Due to Investor Charge-Offs ............................................................................ 29 Section 3.06. Allocations of Reimbursements of Nominal Liquidation Amount Deficits ................... 33 Section 3.07. Application of Card Series Principal Amounts ........................................... 34 Section 3.08. Allocation of Reductions of Nominal Liquidation Amount of Subordinated Notes from Reallocations of Card Series Principal Amounts to Cover Interest Funding Account Shortfalls or Servicing Fee Shortfalls ................................................. 36 Section 3.09. Allocation of Servicing Fee Shortfalls ................................................. 40 Section 3.10. Targeted Deposits of Card Series Principal Amounts to the Principal Funding Account .... 41 Section 3.11. Allocations among Principal Funding sub-Accounts ....................................... 42
-i- TABLE OF CONTENTS (continued)
Page Section 3.12. Amounts to be Treated as Card Series Principal Amounts; Payments Received from Derivative Counterparties for Principal; Other Deposits to Principal Funding sub-Accounts ........................................................................... 44 Section 3.13. Withdrawals from Interest Funding Account .............................................. 44 Section 3.14. Withdrawals from Principal Funding Account ............................................. 46 Section 3.15. Limit on Deposits to the Principal Funding sub-Account of Subordinated Note; Limit on Repayments of all Tranches ............................................................. 47 Section 3.16. Calculation of Nominal Liquidation Amount .............................................. 49 Section 3.17. Reinvestment in the COMT Collateral Certificate ........................................ 50 Section 3.18. Netting of Deposits and Payments ....................................................... 50 Section 3.19. Pro rata Payments within a Tranche ..................................................... 50 Section 3.20. Sale of Collateral for Accelerated Notes ............................................... 50 Section 3.21. Calculation of Prefunding Target Amount ................................................ 52 Section 3.22. Targeted Deposits to the Class C Reserve Account ....................................... 55 Section 3.23. Withdrawals from the Class C Reserve Account ........................................... 55 Section 3.24. Targeted Deposits to the Accumulation Reserve Account .................................. 56 Section 3.25. Withdrawals from the Accumulation Reserve Account ...................................... 57 Section 3.26. Computation of Interest ................................................................ 57 Section 3.27. Excess Finance Charge Amounts Sharing .................................................. 58 Section 3.28. Excess Available Principal Amount Sharing .............................................. 59 Section 3.29. Targeted Deposits to the Class D Reserve Account ....................................... 59 Section 3.30. Withdrawals from the Class D Reserve Account ........................................... 60 ARTICLE IV Early Redemption of Notes Section 4.01. Early Redemption Events ................................................................ 62 ARTICLE V Issuer Accounts and Investments Section 5.01. Issuer Accounts ........................................................................ 63
-ii- EXHIBITS EXHIBIT A-1 [FORM OF] CLASS A NOTE EXHIBIT A-2 [FORM OF] CLASS B NOTE EXHIBIT A-3 [FORM OF] CLASS C NOTE EXHIBIT A-4 [FORM OF] CLASS D NOTE EXHIBIT B [FORM OF] CARD SERIES SCHEDULE TO PAYMENT INSTRUCTIONS EXHIBIT C [FORM OF] CARD SERIES SCHEDULE TO MONTHLY NOTEHOLDERS' STATEMENT EXHIBIT D THRESHOLD CONDITIONS -iii- This CARD SERIES INDENTURE SUPPLEMENT (this "Indenture Supplement"), by and between CAPITAL ONE MULTI-ASSET EXECUTION TRUST, a statutory trust created 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, Delaware 19805, and THE BANK OF NEW YORK, a New York banking corporation, as Indenture Trustee (the "Indenture Trustee"), is made and entered into as of October 9, 2002. Pursuant to this Indenture Supplement, the Issuer shall create a new Series of Asset Pool 1 Notes and shall specify the principal terms thereof. ARTICLE I Definitions and Other Provisions of General Application Section 1.01. Definitions. For all purposes of this Indenture Supplement, except as otherwise expressly provided or unless the context otherwise requires: (1) the terms defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular; (2) all other terms used herein which are defined in the Indenture or the Asset Pool 1 Supplement, either directly or by reference therein, have the meanings assigned to them therein; (3) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles and, except as otherwise herein expressly provided, the term "generally accepted accounting principles" with respect to any computation required or permitted hereunder means such accounting principles as are generally accepted in the United States of America at the date of such computation; (4) all references in this Indenture to designated "Articles," "Sections" and other subdivisions are to the designated Articles, Sections and other subdivisions of this Indenture Supplement. The words "herein," "hereof" and "hereunder" and other words of similar import refer to this Indenture Supplement as a whole and not to any particular Article, Section or other subdivision; (5) in the event that any term or provision contained herein shall conflict with or be inconsistent with any term or provision contained in the Indenture, the Asset Pool 1 Supplement or the Transfer and Administration Agreement, the terms and provisions of this Indenture Supplement shall be controlling; (6) each capitalized term defined herein shall relate only to the Card Series Notes and no other Series of Notes issued by the Issuer; and 1 (7) "including" and words of similar import will be deemed to be followed by "without limitation." "Accumulation Commencement Date" means, for each Tranche of Notes, the first Business Day of the month that is twelve (12) whole calendar months prior to the Expected Principal Payment Date for such Tranche of Notes; provided, however, that, if the Accumulation Period Length for such Tranche of Notes is less than twelve (12) months, the Accumulation Commencement Date will be the first Business Day of the month that is the number of whole months prior to such Expected Principal Payment Date at least equal to the Accumulation Period Length such that the number of Monthly Periods during the period from the Accumulation Commencement Date to such Expected Principal Payment Date will at least equal the Accumulation Period Length. "Accumulation Period" means, for any Tranche of Card Series Notes, each Monthly Period with respect to which a deposit is required to be made into the Principal Funding sub-Account for such Tranche of Notes pursuant to Section 3.07(g) and Section 3.10. "Accumulation Period Amount" shall mean, for any Tranche of Notes for each Monthly Period, an amount equal to (x) for any Tranche of Notes not in an Accumulation Period, zero and (y) otherwise, the product of (i) Available Expected Principal for such Monthly Period and (ii) a fraction, the numerator of which is the Principal Allocation Amount for such Tranche of Notes and the denominator of which is the sum of (a) the Principal Allocation Amount for all Outstanding Tranches of Notes and (b) the Invested Amounts of all Variable Accumulation Series (as defined in the Series 2002-CC Supplement) of Investor Certificates issued by the Master Trust which are not scheduled to be in their revolving periods as of such Monthly Period; provided that, for purposes of this definition, the commencement date of the accumulation period of each such Variable Accumulation Series shall be deemed to have been postponed to the latest permissible date, determined as if the provisions of Section 3.10(b)(ii) applied to each such Series of Investor Certificates with such changes as may be specified with respect to such Series of Investor Certificates (applying such provisions first to the Variable Accumulation Series with the latest expected final payment date and next to each Series of Investor Certificates with the next preceding expected final payment date). "Accumulation Period Length" is defined in Section 3.10(b)(ii). "Accumulation Reserve Account" means the trust account designated as such and established pursuant to Section 5.01(a). "Accumulation Reserve Sub-Account Earnings" means, for each Distribution Date, the investment earnings on funds in the Accumulation Reserve Account (net of investment expenses and losses) for the period from and including the immediately preceding Distribution Date to but excluding such Distribution Date. "Aggregate Series Finance Charge Amounts Shortfall" means the sum of the Series Finance Charge Amounts Shortfalls (as such term is defined in each of the related Indenture Supplements) for each Excess Finance Charge Amounts Sharing Series in Excess Finance Charge Amounts Sharing Group A. 2 "Aggregate Series Principal Amounts Shortfall" means the sum of the Series Principal Amounts Shortfalls (as such term is defined in each of the related Indenture Supplements) for each Excess Principal Amounts Sharing Series in Excess Principal Amounts Sharing Group A. "Asset Pool 1 Supplement" means the Asset Pool 1 Supplement dated as of October 9, 2002, by and between the Issuer and the Indenture Trustee, as the same may be amended, supplemented or otherwise modified from time to time. "Asset Sales Proceeds" means, for any Tranche of Notes, the proceeds of the sale of Collateral with respect to such Tranche pursuant to Section 3.20. Asset Sales Proceeds do not constitute Card Series Principal Amounts. "Asset Sales Proceeds Deposit Amount" means, for any Tranche of Notes in respect of which the Trust has received Asset Sales Proceeds, the amount of Asset Sales Proceeds on deposit in the Principal Funding sub-Account for such Tranche. "Available Expected Principal" for any date of determination during each Monthly Period shall be equal to the excess of (a) the Expected Monthly Principal for such Monthly Period over (b) the sum, without duplication, of all scheduled amortizations or accumulations of principal for such Monthly Period, including past due shortfalls as of such date of determination, for all Nonvariable Accumulation Series (as defined in the Series 2002-CC Supplement) of Investor Certificates issued by the Master Trust which are not scheduled to be in their revolving periods as of such Monthly Period. "Beneficial Interest" has the meaning specified in the Trust Agreement. "Card Series Defaulted Amount" means, with respect to any Monthly Period, the portion of the Asset Pool 1 Defaulted Amount allocated to the Card Series pursuant to Section 3.2(b) of the Asset Pool 1 Supplement. "Card Series Finance Charge Amounts" means, for any Distribution Date, the sum of (a) Asset Pool 1 Finance Charge Amounts allocated to the Card Series pursuant to Section 3.2(a) of the Asset Pool 1 Supplement, (b) any amounts to be treated as Card Series Finance Charge Amounts pursuant to Sections 3.04(a) and 3.20(d) and (c) any amounts to be treated as Card Series Finance Charge Amounts pursuant to any Terms Document. "Card Series Notes" means the Series of Asset Pool 1 Notes created pursuant to Section 2.01(a). "Card Series Principal Amounts" means, for any Monthly Period, the sum of (a) Asset Pool 1 Principal Amounts allocated to the Card Series pursuant to Section 3.3 of the Asset Pool 1 Supplement and (b) any amounts to be treated as Card Series Principal Amounts pursuant to Section 3.12(a). "Card Series Servicing Fee" means, with respect to any Monthly Period, the amount of the Asset Pool 1 Servicing Fee allocated to the Card Series pursuant to Section 3.4(b) of the Asset Pool 1 Supplement. 3 "Card Series Servicing Fee Percentage" means, for any Monthly Period, an amount equal to the Net Servicing Fee Rate (as defined in the Series 2002-CC Supplement); provided, however, that if any Collateral Certificate (other than the COMT Collateral Certificate) is included in Asset Pool 1, the Card Series Servicing Fee Percentage will be the rate specified by the Administrator. "Class A Available Subordinated Amount of Class B Notes" means, for any Tranche of Class A Notes, with respect to any Distribution Date, an amount equal to the Required Subordinated Amount of Class B Notes minus the Class A Usage Amount of Class B Notes, each for such Tranche of Class A Notes as of such Distribution Date. "Class A Available Subordinated Amount of Class C Notes" means, for any Tranche of Class A Notes, with respect to any Distribution Date, an amount equal to the Required Subordinated Amount of Class C Notes minus the Class A Usage Amount of Class C Notes, each for such Tranche of Class A Notes as of such Distribution Date. "Class A Available Subordinated Amount of Class D Notes" means, for any Tranche of Class A Notes, with respect to any Distribution Date, an amount equal to the Required Subordinated Amount of Class D Notes minus the Class A Usage Amount of Class D Notes, each for such Tranche of Class A Notes as of such Distribution Date. "Class A Available Subordinated Amount of Subordinated Notes" means, for any Tranche of Class A Notes, with respect to any Distribution Date, an amount equal to the Required Subordinated Amount of Subordinated Notes minus the Class A Usage Amount of Subordinated Notes, each for such Tranche of Class A Notes as of such Distribution Date. "Class A Notes" means a Note specified in the applicable Terms Document as belonging to Class A. "Class A Usage Amount of Class B Notes" means, with respect to any Tranche of Class A Notes, on any Distribution Date, an amount, not to exceed the Required Subordinated Amount of Class B Notes for such Tranche of Class A Notes, equal to the excess, if any, of the Class A Usage Amount of Subordinated Notes over the sum of the Required Subordinated Amount of Class C Notes and the Required Subordinated Amount of Class D Notes, in each case for such Distribution Date, in each case, for such Tranche of Class A Notes. "Class A Usage Amount of Class C Notes" means, with respect to any Tranche of Class A Notes for any Distribution Date, an amount, not to exceed the Required Subordinated Amount of Class C Notes for such Tranche of Class A Notes, equal to the excess, if any, of the Class A Usage Amount of Subordinated Notes over the Required Subordinated Amount of Class D Notes, in each case, for such Tranche of Class A Notes. "Class A Usage Amount of Class D Notes" means, with respect to any Tranche of Class A Notes for any Distribution Date, an amount, not to exceed the Required Subordinated Amount of Class D Notes for such Tranche of Class A Notes, equal to the Class A Usage Amount of Subordinated Notes. 4 "Class A Usage Amount of Subordinated Notes" means, with respect to any Tranche of Class A Notes, zero on the date of issuance of such Tranche and on any Distribution Date thereafter the Class A Usage Amount of Subordinated Notes as of the preceding date of determination for such Tranche, plus the sum of the following amounts (in each case, such amount shall not exceed the Class A Available Subordinated Amount of Subordinated Notes for such Tranche after giving effect to the previous clauses, if any): (a) an amount equal to the product of (i) the aggregate amount allocated to the Class B Notes pursuant to Section 3.05(a) on such date and (ii) a fraction, the numerator of which is the Class A Available Subordinated Amount of Class B Notes for such Tranche of Class A Notes and the denominator of which is the aggregate Nominal Liquidation Amount of the Class B Notes as of the close of business on the last day of the preceding Monthly Period; plus (b) an amount equal to the product of (i) the aggregate amount allocated to the Class C Notes pursuant to Section 3.05(a) on such date and (ii) a fraction, the numerator of which is the Class A Available Subordinated Amount of Class C Notes for such Tranche of Class A Notes and the denominator of which is the aggregate Nominal Liquidation Amount of the Class C Notes as of the close of business on the last day of the preceding Monthly Period; plus (c) an amount equal to the product of (i) the aggregate amount allocated to the Class D Notes pursuant to Section 3.05(a) on such date and (ii) a fraction, the numerator of which is the Class A Available Subordinated Amount of Class D Notes for such Tranche of Class A Notes and the denominator of which is the aggregate Nominal Liquidation Amount of the Class D Notes as of the close of business on the last day of the preceding Monthly Period; plus (d) the aggregate amount reallocated from such Tranche of Class A Notes to the Class B Notes, Class C Notes or Class D Notes pursuant to Section 3.05(b) on such date; plus (e) the aggregate amount of Card Series Principal Amounts allocated to the Interest Funding sub-Account of such Tranche of Class A Notes pursuant to Section 3.07(a) on such date; plus (f) an amount equal to the product of (i) an amount, not less than zero, equal to the aggregate amount allocated to the Class C Notes pursuant to Section 3.08(d)(i) on such date, minus the aggregate amount reallocated to the Class D Notes pursuant to Section 3.08(e) on such date and (ii) a fraction, the numerator of which is the Class A Available Subordinated Amount of Class C Notes for such Tranche of Class A Notes and the denominator of which is the aggregate Nominal Liquidation Amount of the Class C Notes, in each case, after giving effect to Section 3.05; plus (g) an amount equal to the product of (i) the aggregate amount allocated to the Class D Notes pursuant to Section 3.08(d)(ii) or reallocated to the Class D Notes pursuant to Section 3.08(e) on such date and (ii) a fraction, the numerator of which is the Class A 5 Available Subordinated Amount of Class D Notes and the denominator of which is the aggregate Nominal Liquidation Amount of the Class D Notes, in each case, after giving effect to Section 3.05; plus (h) an amount equal to the product of (i) the aggregate amount allocated to the Class D Notes pursuant to Section 3.08(f) on such date and (ii) a fraction, the numerator of which is the Class A Available Subordinated Amount of Class D Notes for such Tranche of Class A Notes and the denominator of which is the aggregate Nominal Liquidation Amount of the Class D Notes, in each case, after giving effect to Section 3.05; plus (i) the aggregate amount of Card Series Principal Amounts paid to the Servicer pursuant to Section 3.07(d) on such date; plus (j) an amount equal to the product of (i) an amount, not less than zero, equal to the aggregate amount allocated to the Class C Notes pursuant to Section 3.08(j)(i) on such date, minus the aggregate amount reallocated to the Class D Notes pursuant to Section 3.08(k) on such date and (ii) a fraction, the numerator of which is the Class A Available Subordinated Amount of Class C Notes for such Tranche of Class A Notes and the denominator of which is the aggregate Nominal Liquidation Amount of the Class C Notes, in each case, after giving effect to Section 3.05; plus (k) an amount equal to the product of (i) the aggregate amount allocated to the Class D Notes pursuant to Section 3.08(j)(ii) or reallocated to the Class D Notes pursuant to Section 3.08(k) on such date and (ii) a fraction, the numerator of which is the Class A Available Subordinated Amount of Class D Notes for such Tranche of Class A Notes and the denominator of which is the aggregate Nominal Liquidation Amount of the Class D Notes, in each case, after giving effect to Section 3.05; plus (l) an amount equal to the product of (i) the aggregate amount allocated to the Class D Notes pursuant to Section 3.08(f) on such date and (ii) a fraction, the numerator of which is the Class A Available Subordinated Amount of Class D Notes for such Tranche of Class A Notes and the denominator of which is the aggregate Nominal Liquidation Amount of the Class D Notes, in each case, after giving effect to Section 3.05; minus (m) an amount (not to exceed the Class A Usage Amount of Class B Notes for such Tranche of Class A Notes after giving effect to the amounts computed pursuant to clauses (a) through (l) above) equal to the product of (i) the aggregate Nominal Liquidation Amount Deficits of all Class B Notes which are reimbursed on such Distribution Date pursuant to Section 3.06 and (ii) a fraction, the numerator of which is the Class A Usage Amount of Class B Notes (prior to giving effect to any reimbursement of Nominal Liquidation Amount Deficits on such Distribution Date) for such Tranche of Class A Notes and the denominator of which is the aggregate Nominal Liquidation Amount Deficits (prior to giving effect to such reimbursement) of all Class B Notes; minus 6 (n) an amount (not to exceed the Class A Usage Amount of Class C Notes for such Tranche of Class A Notes after giving effect to the amounts computed pursuant to clauses (a) through (l) above) equal to the product of (i) the aggregate Nominal Liquidation Amount Deficits of all Class C Notes which are reimbursed on such Distribution Date pursuant to Section 3.06 and (ii) a fraction, the numerator of which is the Class A Usage Amount of Class C Notes (prior to giving effect to any reimbursement of Nominal Liquidation Amount Deficits on such Distribution Date) for such Tranche of Class A Notes and the denominator of which is the aggregate Nominal Liquidation Amount Deficits (prior to giving effect to such reimbursement) of all Class C Notes; minus (o) an amount (not to exceed the Class A Usage Amount of Class D Notes for such Tranche of Class A Notes after giving effect to the amounts computed pursuant to clauses (a) through (l) above) equal to the product of (i) the aggregate Nominal Liquidation Amount Deficits of all Class D Notes which are reimbursed on such Distribution Date pursuant to Section 3.06 and (ii) a fraction, the numerator of which is the Class A Usage Amount of Class D Notes (prior to giving effect to any reimbursement of Nominal Liquidation Amount Deficits on such Distribution Date) for such Tranche of Class A Notes and the denominator of which is the aggregate Nominal Liquidation Amount Deficits (prior to giving effect to such reimbursement) of all Class D Notes. "Class B Available Subordinated Amount of Class C Notes" means, for any Tranche of Class B Notes, with respect to any Distribution Date, an amount equal to the Required Subordinated Amount of Class C Notes minus the Class B Usage Amount of Class C Notes, each for such Tranche of Class B Notes as of such Distribution Date. "Class B Available Subordinated Amount of Class D Notes" means, for any Tranche of Class B Notes, with respect to any Distribution Date, an amount equal to the Required Subordinated Amount of Class D Notes minus the Class B Usage Amount of Class D Notes, each for such Tranche of Class B Notes as of such Distribution Date. "Class B Available Subordinated Amount of Subordinated Notes" means, for any Tranche of Class B Notes, with respect to any Distribution Date, an amount equal to the Required Subordinated Amount of Subordinated Notes minus the Class B Usage Amount of Subordinated Notes, each for such Tranche of Class B Notes as of such Distribution Date. "Class B Notes" means a Note specified in the applicable Terms Document as belonging to Class B. "Class B Principal Allocation" means, for any Monthly Period, an amount equal to the product of (a) the aggregate amount of Asset Pool 1 Principal Amounts allocated to the Card Series pursuant to Section 3.3 of the Asset Pool 1 Supplement for such Monthly Period and (b) the percentage equivalent of a fraction, the numerator of which is the sum of the Principal Allocation Amounts for such Monthly Period for all Class B Notes in the Card Series and the denominator of which is sum of the Principal Allocation Amounts for such Monthly Period for all Notes in the Card Series. 7 "Class B Usage Amount of Class C Notes" means, with respect to any Tranche of Class B Notes for any Distribution Date, an amount, not to exceed the Required Subordinated Amount of Class C Notes for such Tranche of Class B Notes, equal to the excess, if any, of the Class B Usage Amount of Subordinated Notes over the Required Subordinated Amount of Class D Notes, in each case, for such Tranche of Class B Notes. "Class B Usage Amount of Class D Notes" means, with respect to any Tranche of Class B Notes for any Distribution Date, an amount, not to exceed the Required Subordinated Amount of Class D Notes for such Tranche of Class B Notes, equal to the Class B Usage Amount of Subordinated Notes for such Tranche of Class B Notes. "Class B Usage Amount of Subordinated Notes" means, with respect to any Tranche of Outstanding Class B Notes, zero on the date of issuance of such Tranche and on any Distribution Date thereafter the Class B Usage Amount of Subordinated Notes as of the preceding date of determination for such Tranche, plus the sum of the following amounts (in each case, such amount shall not exceed the Class B Available Subordinated Amount of Subordinated Notes for such Tranche after giving effect to the previous clauses, if any): (a) an amount equal to the product of (i) the aggregate amount allocated to the Class C Notes pursuant to Section 3.05(a) on such date and (ii) a fraction, the numerator of which is the Class B Available Subordinated Amount of Class C Notes for such Tranche of Class B Notes and the denominator of which is the aggregate Nominal Liquidation Amount of the Class C Notes, in each case, after giving effect to Sections 3.05(a) and (b); plus (b) an amount equal to the product of (i) the aggregate amount reallocated pursuant to Section 3.05(b)(ii) on such date from all Class A Notes with a Required Subordinated Amount of Class B Notes greater than zero to the Class C Notes and (ii) a fraction, the numerator of which is the Class B Available Subordinated Amount of Class C Notes for such Tranche of Class B Notes and the denominator of which is the aggregate Class B Available Subordinated Amount of Class C Notes for all Tranches of Class B Notes in the Card Series, in each case, after giving effect to Sections 3.05(a) and (b); plus (c) an amount equal to the product of (i) the aggregate amount allocated to the Class D Notes pursuant to Section 3.05(a) on such date and (ii) a fraction, the numerator of which is the Class B Available Subordinated Amount of Class D Notes for such Tranche of Class B Notes and the denominator of which is the aggregate Nominal Liquidation Amount of the Class D Notes, in each case, after giving effect to Sections 3.05(a) and (b); plus (d) an amount equal to the product of (i) the aggregate amount reallocated pursuant to Section 3.05(b)(iii) on such date from the Class A Notes with a Required Subordinated Amount of Class B Notes greater than zero to the Class D Notes and (ii) a fraction, the numerator of which is the Class B Available Subordinated Amount of Class D Notes for such Tranche of Class B Notes and the denominator of which is the aggregate Class B Available Subordinated Amount of Class D Notes for all Tranches of 8 Class B Notes in the Card Series, in each case, after giving effect to Sections 3.05(a) and (b); plus (e) the aggregate amount reallocated from such Tranche of Class B Notes to the Class C Notes or Class D Notes pursuant to Section 3.05(c) on such date; plus (f) an amount equal to the product of (i) an amount equal to the aggregate amount allocated to the Class C Notes pursuant to Section 3.08(a)(ii) on such date with respect to Class A Notes with a Required Subordinated Amount of Class B Notes greater than zero and (ii) a fraction, the numerator of which is the Class B Available Subordinated Amount of Class C Notes for such Tranche of Class B Notes and the denominator of which is the aggregate Class B Available Subordinated Amount of Class C Notes for all Tranches of Class B Notes in the Card Series, in each case, after giving effect to Section 3.05; plus (g) an amount equal to the product of (i) the aggregate amount allocated to the Class D Notes pursuant to Section 3.08(a)(iii) on such date with respect to Class A Notes with a Required Subordinated Amount of Class B Notes greater than zero and (ii) a fraction, the numerator of which is the Class B Available Subordinated Amount of Class D Notes for such Tranche of Class B Notes and the denominator of which is the aggregate Class B Available Subordinated Amount of Class D Notes for all Tranches of Class B Notes in the Card Series, in each case, after giving effect to Section 3.05; plus (h) the aggregate amount reallocated from such Tranche of Class B Notes to the Class C Notes and Class D Notes pursuant to Section 3.08(b) on such date; plus (i) the aggregate amount of Card Series Principal Amounts allocated to the Interest Funding sub-Account of such Tranche of Class B Notes pursuant to Section 3.07(b) on such date; plus (j) an amount equal to the product of (i) the aggregate amount allocated to the Class D Notes pursuant to Section 3.08(f) on such date and (ii) a fraction, the numerator of which is the Class B Available Subordinated Amount of Class D Notes for such Tranche of Class B Notes and the denominator of which is the aggregate Nominal Liquidation Amount of the Class D Notes, in each case, after giving effect to Section 3.05 and Sections 3.08(a) through (e); plus (k) an amount equal to the product of (i) the aggregate amount allocated to the Class C Notes pursuant to Section 3.08(g)(ii) on such date with respect to Class A Notes with a Required Subordinated Amount of Class B Notes greater than zero and (ii) a fraction, the numerator of which is the Class B Available Subordinated Amount of Class C Notes for such Tranche of Class B Notes and the denominator of which is the aggregate Class B Available Subordinated Amount of Class C Notes for all Tranches of Class B Notes in the Card Series, in each case, after giving effect to Section 3.05 and Sections 3.08(a) through (f); plus (l) an amount equal to the product of (i) the aggregate amount allocated to the Class D Notes pursuant to Section 3.08(g)(iii) on such date with respect to Class A Notes 9 with a Required Subordinated Amount of Class B Notes greater than zero and (ii) a fraction, the numerator of which is the Class B Available Subordinated Amount of Class D Notes for such Tranche of Class B Notes and the denominator of which is the aggregate Class B Available Subordinated Amount of Class D Notes for all Tranches of Class B Notes in the Card Series, in each case, after giving effect to Section 3.05 and Sections 3.08(a) through (f); plus (m) the aggregate amount reallocated from such Tranche of Class B Notes to the Class C Notes and Class D Notes pursuant to Section 3.08(h) on such date; plus (n) the aggregate amount of Card Series Principal Amounts paid to the Servicer pursuant to Section 3.07(e) on such date; plus (o) an amount equal to the product of (i) the aggregate amount allocated to the Class D Notes pursuant to Section 3.08(l) on such date and (ii) a fraction, the numerator of which is the Class B Available Subordinated Amount of Class D Notes for such Tranche of Class B Notes and the denominator of which is the aggregate Nominal Liquidation Amount of the Class D Notes, in each case, after giving effect to Section 3.05 and Sections 3.08(a) and (k); minus (p) an amount (not to exceed the Class B Usage Amount of Class C Notes for such Tranche of Class B Notes after giving effect to the amounts computed pursuant to clauses (a) through (o) above) equal to the product of (i) the aggregate Nominal Liquidation Amount Deficits of all Class C Notes which are reimbursed on such Distribution Date pursuant to Section 3.06 and (ii) a fraction, the numerator of which is the Class B Usage Amount of Class C Notes (prior to giving effect to any reimbursement of Nominal Liquidation Amount Deficits on such Distribution Date) for such Tranche of Class B Notes and the denominator of which is the aggregate Nominal Liquidation Amount Deficits (prior to giving effect to such reimbursement) of all Class C Notes, minus; (q) an amount (not to exceed the Class B Usage Amount of Class D Notes for such Tranche of Class B Notes after giving effect to the amounts computed pursuant to clauses (a) through (o) above) equal to the product of (i) the aggregate Nominal Liquidation Amount Deficits of all Class D Notes which are reimbursed on such Distribution Date pursuant to Section 3.06 and (ii) a fraction, the numerator of which is the Class B Usage Amount of Class D Notes (prior to giving effect to any reimbursement of Nominal Liquidation Amount Deficits on such Distribution Date) for such Tranche of Class B Notes and the denominator of which is the aggregate Nominal Liquidation Amount Deficits (prior to giving effect to such reimbursement) of all Class D Notes; provided, however, that if on any date of determination the Required Subordinated Amount of Subordinated Notes for such Tranche of Class B Notes changes pursuant to any Terms Document, after giving effect to such change, the Class B Usage Amount of Subordinated Notes will be an amount equal to the product of (a) the Required Subordinated Amount of Subordinated Notes for such Tranche of Class B Notes after giving effect to such issuance and (b) a fraction, the numerator of which is the Class B Usage Amount of Subordinated Notes prior 10 to giving effect to such issuance and the denominator of which is the Required Subordinated Amount of Subordinated Notes for such Tranche of Class B Notes prior to giving effect to such issuance, subject to further adjustment as described above. "Class C Available Subordinated Amount of Class D Notes" means, for any Tranche of Class C Notes, with respect to any Distribution Date, an amount equal to the Required Subordinated Amount of Class D Notes minus the Class C Usage Amount of Class D Notes, each for such Tranche of Class C Notes as of such Distribution Date. "Class C Notes" means a Note specified in the applicable Terms Document as belonging to Class C. "Class C Principal Allocation" means, for any Monthly Period, an amount equal to the product of (a) the aggregate amount of Asset Pool 1 Principal Amounts allocated to the Card Series pursuant to Section 3.3 of the Asset Pool 1 Supplement for such Monthly Period and (b) the percentage equivalent of a fraction, the numerator of which is the sum of the Principal Allocation Amounts for such Monthly Period for all Class C Notes in the Card Series and the denominator of which is sum of the Principal Allocation Amounts for such Monthly Period for all Notes in the Card Series. "Class C Reserve Account" means the trust account designated as such and established pursuant to Section 5.01(a). "Class C Usage Amount of Class D Notes" means, with respect to any Tranche of Outstanding Class C Notes, zero on the date of issuance of such Tranche and on any Distribution Date thereafter the Class C Usage Amount of Class D Notes as of the preceding date of determination for such Tranche, plus the sum of the following amounts (in each case, such amount shall not exceed the Class C Available Subordinated Amount of Class D Notes for such Tranche after giving effect to the previous clauses, if any): (a) an amount equal to the product of (i) the aggregate amount allocated to the Class D Notes pursuant to Section 3.05(a) on such date and (ii) a fraction, the numerator of which is the Class C Available Subordinated Amount of Class D Notes for such Tranche of Class C Notes and the denominator of which is the aggregate Nominal Liquidation Amount of the Class D Notes, in each case, after giving effect to Sections 3.05(a) and (b); plus (b) an amount equal to the product of (i) the aggregate amount reallocated from the Class A Notes or the Class B Notes to the Class D Notes pursuant to Sections 3.05(b)(iii) and 3.05(c)(ii) on such date and (ii) a fraction, the numerator of which is the Class C Available Subordinated Amount of Class D Notes for such Tranche of Class C Notes and the denominator of which is the aggregate Class C Available Subordinated Amount of Class D Notes for all Tranches of Class C Notes in the Card Series, in each case, after giving effect to Sections 3.05(a) and (b); plus (c) the aggregate amount reallocated from such Tranche of Class C Notes to the Class D Notes pursuant to Section 3.05(d) on such date; plus 11 (d) an amount equal to the product of (i) the aggregate amount allocated or reallocated to the Class D Notes pursuant to Sections 3.08(a)(iii) and 3.08(b)(ii) on such date and (ii) a fraction, the numerator of which is the Class C Available Subordinated Amount of Class D Notes for such Tranche of Class C Notes and the denominator of which is the aggregate Class C Available Subordinated Amount of Class D Notes for all Tranches of Class C Notes in the Card Series, in each case, after giving effect to Section 3.05; plus (e) an amount equal to the aggregate amount reallocated from such Tranche of Class C Notes to the Class D Notes pursuant to Section 3.08(c) on such date; plus (f) an amount equal to the product of (i) the aggregate amount allocated to the Class D Notes pursuant to Section 3.08(d)(ii) on such date and (ii) a fraction, the numerator of which is the Class C Available Subordinated Amount of Class D Notes for such Tranche of Class C Notes and the denominator of which is the aggregate Class C Available Subordinated Amount of Class D Notes for all Tranches of Class C Notes in the Card Series, in each case, after giving effect to Section 3.05 and Sections 3.08(a) through (c); plus (g) an amount equal to the aggregate amount reallocated from such Tranche of Class C Notes to the Class D Notes pursuant to Section 3.08(e) on such date; plus (h) the aggregate amount of Card Series Principal Amounts allocated to the Interest Funding sub-Account of such Tranche of Class C Notes pursuant to Section 3.07(c) on such date; plus (i) an amount equal to the product of (i) the aggregate amount allocated or reallocated to the Class D Notes pursuant to Sections 3.08(g)(iii) and 3.08(h)(ii) on such date and (ii) a fraction, the numerator of which is the Class C Available Subordinated Amount of Class D Notes for such Tranche of Class C Notes and the denominator of which is the aggregate Class C Available Subordinated Amount of Class D Notes for all Tranches of Class C Notes in the Card Series, in each case, after giving effect to Section 3.05 and Sections 3.08(a) through (f); plus (j) an amount equal to the aggregate amount reallocated from such Tranche of Class C Notes to the Class D Notes pursuant to Section 3.08(i) on such date; plus (k) an amount equal to the product of (i) the aggregate amount allocated to the Class D Notes pursuant to Section 3.08(j)(ii) on such date and (ii) a fraction, the numerator of which is the Class C Available Subordinated Amount of Class D Notes for such Tranche of Class C Notes and the denominator of which is the aggregate Class C Available Subordinated Amount of Class D Notes for all Tranches of Class C Notes in the Card Series, in each case, after giving effect to Section 3.05 and Sections 3.08(a) through (i); plus (l) an amount equal to the aggregate amount reallocated from such Tranche of Class C Notes to the Class D Notes pursuant to Section 3.08(k) on such date; plus 12 (m) the aggregate amount of Card Series Principal Amounts paid to the Servicer pursuant to Section 3.07(f) on such date; minus (n) an amount (not to exceed the Class C Usage Amount of Class D Notes for such Tranche of Class C Notes after giving effect to the amounts computed pursuant to clauses (a) through (m) above) equal to the product of (i) the aggregate Nominal Liquidation Amount Deficits of all Class D Notes which are reimbursed on such Distribution Date pursuant to Section 3.06 and (ii) a fraction, the numerator of which is the Class C Usage Amount of Class D Notes (prior to giving effect to any reimbursement of Nominal Liquidation Amount Deficits on such Distribution Date) for such Tranche of Class C Notes and the denominator of which is the aggregate Nominal Liquidation Amount Deficits (prior to giving effect to such reimbursement) of all Class D Notes; provided, however, that if on any date of determination the Required Subordinated Amount of Class D Notes for such Tranche of Class C Notes changes pursuant to any Terms Document, after giving effect to such change, the Class C Usage Amount of Class D Notes will be an amount equal to the product of (a) the Required Subordinated Amount of Class D Notes for such Tranche of Class C Notes after giving effect to such issuance and (b) a fraction, the numerator of which is the Class C Usage Amount of Class D Notes prior to giving effect to such issuance and the denominator of which is the Required Subordinated Amount of Class D Notes for such Tranche of Class C Notes prior to giving effect to such issuance, subject to further adjustment as described above. "Class D Notes" means a Note specified in the applicable Terms Document as belonging to Class D. "Class D Principal Allocation" means, for any Monthly Period, an amount equal to the product of (a) the aggregate amount of Asset Pool 1 Principal Amounts allocated to the Card Series pursuant to Section 3.3 of the Asset Pool 1 Supplement for such Monthly Period and (b) the percentage equivalent of a fraction, the numerator of which is the sum of the Principal Allocation Amounts for such Monthly Period for all Class D Notes in the Card Series and the denominator of which is sum of the Principal Allocation Amounts for such Monthly Period for all Notes in the Card Series. "Class D Reserve Account" means the trust account designated as such and established pursuant to Section 5.01(a). "Derivative Accrual Date" means, for any Monthly Period with respect to any Tranche of Notes which has a Performing Derivative Agreement for interest, the date in such Monthly Period corresponding numerically to the next payment date under the related Derivative Agreement following the end of the related Monthly Period. "Excess Finance Charges," for the Card Series for any month, means the aggregate amount of Card Series Finance Charge Amounts available after giving effect to Sections 3.01(a) through (k) for such month. "Excess Spread Amount" means, with respect to any Monthly Period, the aggregate amount of Card Series Finance Charge Amounts (exclusive of any amounts to be 13 treated as Card Series Finance Charge Amounts pursuant to Section 3.04(a)(v)) minus the sum of the amounts, without duplication, determined pursuant to Sections 3.01(a) through (g). "Expected Monthly Principal" means, for any Monthly Period, an amount equal to the product of (i) the lowest of the monthly principal payment rates (determined by dividing Collections of Principal Receivables during a calendar month by the amount of Principal Receivables in the Master Trust as of the last day of the preceding month, adjusted for additions to and removals from the Master Trust occurring after such last day), expressed as a decimal for the 12 calendar months preceding the date of such calculation (or such lower principal payment rate as the Transferor may select) and (ii) the sum of (A) the sum of the initial Invested Amounts of all outstanding Series of Investor Certificates issued by the Master Trust, other than Variable Funding Series and (B) the Principal Allocation Amount of each Tranche of Asset Pool 1 Notes. Capitalized terms used in this definition and not otherwise defined herein have the meaning given to such terms in the COMT Pooling and Servicing Agreement and the Series 2002-CC Supplement. "Finance Charge Shortfall" means, for the Card Series for any month, an amount equal to the excess, if any, of (a) the sum of the amounts, without duplication, determined pursuant to Sections 3.01(a) through (k) over (b) the aggregate amount of Card Series Finance Charge Amounts. "Floating Allocation Amount" means, for any Monthly Period, for any Class or Tranche of Card Series Notes, the sum of: (a) the Nominal Liquidation Amount of such Class or Tranche of Card Series Notes as of the last day of the preceding Monthly Period, or with respect to the first Monthly Period for any Class or Tranche of Card Series Notes, the Initial Dollar Principal Amount of such Class or Tranche, plus (b) the aggregate amount of any increase in the Nominal Liquidation Amount of any Class or Tranche of Card Series Notes during the current Monthly Period due to (x) the issuance of additional Notes of such Class or Tranche of Card Series Notes during such Monthly Period or (y) the accretion of principal on such Class or Tranche of Card Series Discount Notes during such Monthly Period or (z) the release of Prefunding Excess Amounts (other than amount that were deposited into the applicable Principal Funding sub-Account for such Class or Tranche of Card Series Notes during such Monthly Period) for such Class or Tranche of Card Series Notes from the applicable Principal Funding sub-Account. "Floating Allocation Percentage" means, for any Monthly Period, for the Card Series Notes, the percentage equivalent (which percentage shall not exceed 100%) of a fraction, the numerator of which is the sum of the Floating Allocation Amounts of all Classes and Tranches of Card Series Notes for such Monthly Period (exclusive of (x) any Class or Tranche of Card Series Notes which will be paid in full during such Monthly Period and (y) any Class or Tranche of Card Series Notes which will have a Nominal Liquidation Amount of zero during such Monthly Period) and the denominator of which is the sum of the numerators used to 14 calculate the Floating Allocation Percentages for all Series of Asset Pool 1 Notes for such Monthly Period. "IFA Reallocation Amount" means, with respect to any Tranche of Notes for any Distribution Date, the aggregate amount of Card Series Principal Amounts allocated to the Interest Funding sub-Account for such Tranche of Notes pursuant to Section 3.07. "Indenture" means the Indenture dated as of October 9, 2002 by and between the Issuer and Indenture Trustee. "Interest Funding Account" means the trust account designated as such and established pursuant to Section 5.01(a). "Interest Funding sub-Account Earnings" means, with respect to each Distribution Date, the investment earnings on funds in the Interest Funding Account (net of investment expenses and losses) for the period from and including the immediately preceding Distribution Date to but excluding such Distribution Date. "Investor Charge-Offs" means, with respect to any Distribution Date, the aggregate amount, if any, by which the Card Series Defaulted Amount, if any, for the preceding Monthly Period exceeds the Card Series Finance Charge Amounts for such Distribution Date available after giving effect to clauses (a) through (e) of Section 3.01. "Monthly Interest Accrual Date" means, with respect to any Outstanding Class or Tranche of Asset Pool 1 Notes: (a) each Interest Payment Date for such Class or Tranche, or as otherwise specified in the applicable Terms Document for such Tranche of Notes, and (b) for any Monthly Period in which no Interest Payment Date for such Class or Tranche occurs, the date in such Monthly Period corresponding numerically to the next Interest Payment Date for such Class or Tranche of Notes, or in the case of a Class or Tranche of Discount Notes, the Expected Principal Payment Date for that Class or Tranche; provided, however, that (i) for the Monthly Period in which a Class or Tranche of Notes is issued, the date of issuance of such Class or Tranche will be the first Monthly Interest Accrual Date for such Monthly Period for such Class or Tranche of Notes, (ii) any date on which proceeds from a sale of assets following an Event of Default and acceleration of any Tranche of Notes are deposited into the Interest Funding sub-Account for such Notes will be a Monthly Interest Accrual Date for such Tranche of Notes, (iii) if there is no such numerically corresponding date in such Monthly Period, then the Monthly Interest Accrual Date will be the last Business Day of such Monthly Period, and 15 (iv) if such numerically corresponding date in such Monthly Period is not a Business Day, then the Monthly Interest Accrual Date will be the next following Business Day (unless such Business Day would fall in the following Monthly Period in which case the Monthly Interest Accrual Date will be the last Business Day of such earlier month). "Monthly Principal Accrual Date" means, with respect to any Outstanding Class or Tranche of Asset Pool 1 Notes: (a) for any Monthly Period in which an Expected Principal Payment Date for such Class or Tranche occurs, such Expected Principal Payment Date, or as otherwise specified in the applicable Terms Document for such Tranche of Notes, and (b) for any Monthly Period in which no Expected Principal Payment Date for such Class or Tranche occurs, the date in such Monthly Period corresponding numerically to the next Expected Principal Payment Date for such Tranche of Notes (or for any month following the last Expected Principal Payment Date, the date in such month corresponding numerically to the preceding Expected Principal Payment Date for such Tranche of Notes), or as otherwise specified in the applicable Terms Document, for such Tranche of Notes; provided, however, that: (i) following a Pay Out Event as described in subsection 9.01(a) of the COMT Pooling and Servicing Agreement, the second Business Day following such Pay Out Event shall be a Monthly Principal Accrual Date, (ii) any date on which Prefunded Excess Amounts are released from any Principal Funding sub-Account and deposited into the Principal Funding sub-Account of any Tranche of Notes on or after the Expected Principal Payment Date for such Tranche of Notes will be a Monthly Principal Accrual Date for such Tranche of Notes, (iii) any date on which proceeds from a sale of assets following an Event of Default and acceleration of any Tranche of Notes are deposited into the Principal Funding sub-Account for such Tranche of Notes will be a Monthly Principal Accrual Date for such Tranche of Notes, (iv) if there is no numerically corresponding date in such Monthly Period, then the Monthly Principal Accrual Date will be the last Business Day of such Monthly Period, and (v) if such numerically corresponding date in such Monthly Period is not a Business Day, the Monthly Principal Accrual Date will be the next following Business Day (unless such Business Day would fall in the following month in which case the Monthly Principal Accrual Date will be the last Business Day of such earlier Monthly Period). "Monthly Principal Payment" means, for any Monthly Period for the Card Series Notes, an amount, not less than zero, equal to (a) the Targeted Principal Deposit Amount, plus (b) the aggregate amount of Card Series Principal Amounts applied pursuant to Section 3.07(a) through (f), minus (c) the aggregate amount of Card Series Finance Charge Amounts treated as 16 Card Series Principal Amounts pursuant to Section 3.01(f) or (g), each with respect to such Monthly Period. "Nominal Liquidation Amount" means, with respect to any Tranche of Notes, the amount calculated pursuant to Section 3.16 of this Indenture Supplement. The Nominal Liquidation Amount for the Card Series will be the sum of the Nominal Liquidation Amounts of all of the Tranches of Notes of the Card Series. "Nominal Liquidation Amount Deficit" means, with respect to any Tranche of Notes, the excess of the Adjusted Outstanding Dollar Principal Amount of that Tranche over the Nominal Liquidation Amount of that Tranche. "Performing" means, with respect to any Derivative Agreement, no payment default or repudiation of performance by a Derivative Counterparty has occurred, and such Derivative Agreement has not been terminated. "PFA Accumulation Earnings" means, with respect to each Distribution Date, the investment earnings on funds in the Principal Funding Account (net of investment expenses and losses), other than funds in the Principal Funding Account in connection with any Prefunding Target Amounts, for the period from and including the immediately preceding Distribution Date to but excluding such Distribution Date. "PFA Accumulation Earnings Shortfall" means, for any Distribution Date, (a) the aggregate of the PFA Accumulation Earnings Target for each Tranche of Card Series Notes for such Distribution Date, minus (b) the PFA Accumulation Earnings for such period. "PFA Accumulation Earnings Target" means, for any Distribution Date, with respect to any amount on deposit in a Principal Funding sub-Account (prior to giving effect to any deposits to be made on such date), other than any amount in connection with a Prefunding Target Amount, for a Tranche of Notes, the Dollar amount of interest that would have accrued on such deposit (or portion thereof) for the period from and including the preceding Distribution Date to but excluding such Distribution Date if it had borne interest at the following rates: (a) in the case of a Tranche of Dollar Interest-bearing Notes with no Derivative Agreement for interest, at the rate of interest applicable to that Tranche; (b) in the case of a Tranche of Discount Notes, at the rate of accretion (converted to an accrual rate) of that Tranche; (c) in the case of a Tranche of Notes with a Performing Derivative Agreement for interest, at the rate at which payments by the Issuer to the applicable Derivative Counterparty accrue (prior to the netting of such payments, if applicable); and (d) in the case of a Tranche of Notes with a non-Performing Derivative Agreement for interest, at the rate specified in the related Terms Document. 17 More than one of the aforementioned rates of interest may be applicable to amounts on deposit in a Principal Funding sub-Account for a Tranche of Notes. "PFA Prefunding Earnings" means, with respect to each Distribution Date, the investment earnings on funds in the Principal Funding Account (net of investment expenses and losses) in connection with any Prefunding Target Amounts for the period from and including the immediately preceding Distribution Date to but excluding such Distribution Date. "PFA Prefunding Earnings Shortfall" means, for any Distribution Date, (a) the aggregate PFA Prefunding Earnings Targets for each Tranche of Card Series Notes for such Distribution Date, minus (b) the PFA Prefunding Earnings for such period. "PFA Prefunding Earnings Target" means, for any Distribution Date, with respect to any amount on deposit in a Principal Funding sub-Account in connection with a Prefunding Target Amount for a Tranche of Notes, the Dollar amount of interest that would have accrued on such deposit (or portion thereof) for the period from and including the preceding Distribution Date to but excluding such Distribution Date if it had borne interest at the following rates: (a) in the case of a Tranche of Dollar Interest-bearing Notes with no Derivative Agreement for interest, at the rate of interest applicable to that Tranche; (b) in the case of a Tranche of Discount Notes, at the rate of accretion (converted to an accrual rate) of that Tranche; (c) in the case of a Tranche of Notes with a Performing Derivative Agreement for interest, at the rate at which payments by the Issuer to the applicable Derivative Counterparty accrue (prior to the netting of such payments, if applicable); and (d) in the case of a Tranche of Notes with a non-Performing Derivative Agreement for interest, at the rate specified in the related Terms Document. More than one of the aforementioned rates of interest may be applicable to amounts on deposit in a Principal Funding sub-Account for a Tranche of Notes. "Prefunding Excess Amount" means, with respect to any Senior Class of Notes for any date, after giving effect to all issuances, allocations, deposits and payments with respect to that date, the aggregate amounts on deposit in the Principal Funding sub-Accounts of the Notes of that Class that are in excess of the aggregate amount targeted to be on deposit in those Principal Funding sub-Accounts pursuant to Section 3.10. "Prefunding Target Amount" means the amount calculated pursuant to Section 3.21. "Principal Allocation Amount" means, for any Monthly Period, for the Card Series Notes, 18 (a) for all Classes or Tranches of Card Series Notes in an Accumulation Period, the Nominal Liquidation Amount of such Class or Tranche of Card Series Notes as of the close of business on the day prior to the commencement of the most recent Accumulation Period for such Class or Tranche of the Card Series, and (b) for all other Classes or Tranches of Outstanding Card Series Notes, the sum of: (i) the Nominal Liquidation Amount of such Classes or Tranches of Card Series Notes, as of the close of business on the last day of the immediately preceding Monthly Period, or with respect to the first Monthly Period for any Class or Tranche of Card Series Notes, the Initial Dollar Principal Amount of such Class or Tranche, and (ii) the aggregate amount of any increase in the Nominal Liquidation Amount of such Class or Tranche of Card Series Notes during the current Monthly Period due to (x) the issuance of additional Notes of such Class or Tranche of Card Series Notes during such Monthly Period or (y) the accretion of principal on such Class or Tranche of Card Series Discount Notes during such Monthly Period or (z) the release of Prefunding Excess Amounts (other than amounts that were deposited into the applicable Principal Funding sub-Account for such Class or Tranche of Card Series Notes during such Monthly Period) for such Class or Tranche of Card Series Notes from the Principal Funding Account or applicable Principal Funding sub-Account; provided, however, that if after the commencement of an Accumulation Period for a Tranche of Notes, another Tranche of Notes that was designated in or under the Terms Document therefor as a Tranche that is a "Paired Tranche" with respect to the first Tranche of Notes, the Administrator, on behalf of the Issuer, may, by written notice delivered to the Indenture Trustee, designate an amount (the "Paired Amount") to be subtracted from the amount calculated pursuant to clause (a) or (b) above for the second Tranche of Notes, provided that (x) such amount shall not exceed 90% of the aggregate amount on deposit in the Principal Funding sub-Account for such first Tranche of Notes and (y) the Issuer shall have received written notice from each Note Rating Agency that such designation will not have a Ratings Effect and shall have delivered copies of each such written notice to the Indenture Trustee and the Issuer shall have delivered to the Indenture Trustee an Officer's Certificate to the effect that, based on the facts known to such officer at that time, in the reasonable belief of the Issuer, such designation will not have an Adverse Effect with respect to any Outstanding Notes. "Principal Allocation Percentage" means, for any Monthly Period, for the Card Series Notes, the percentage equivalent (which percentage shall not exceed 100%) of a fraction, the numerator of which is equal to the sum of the Principal Allocation Amounts for all Classes or Tranches of Card Series Notes (exclusive of (x) any Class or Tranche of Card Series Notes which will be paid in full during such Monthly Period and (y) any Class or Tranche of Card Series Notes which will have a Nominal Liquidation Amount of zero during such Monthly 19 Period) and the denominator of which is the sum of the numerators used to calculate the Principal Allocation Percentages for all Series of Asset Pool 1 Notes for such Monthly Period. "Principal Funding Account" means the trust account designated as such and established pursuant to Section 5.01(a). "Principal Funding sub-Account Amount" means, with respect to any Tranche of Notes as of any date, the amount on deposit in the Principal Funding sub-Account for such Tranche of Notes on such date. "Principal Shortfall" means, for the Card Series for any month, an amount equal to the excess, if any, of (a) the aggregate amount of Card Series Principal Amounts over (b) the sum of the amounts, without duplication, determined pursuant to Sections 3.07(a) through (g). "Reallocated Principal Amount" means, with respect to any Distribution Date, the aggregate amount of Card Series Principal Amounts which are allocated to be deposited in the Interest Funding sub-Account of any Class A Notes, Class B Notes or Class C Notes pursuant to Section 3.07(a), (b) or (c) or allocated to the Servicer pursuant to Section 3.07(d), (e) or (f) on such Distribution Date. "Required Excess Spread Amount" means, with respect to any Monthly Period, an amount equal to zero; provided, however, that the Issuer may, from time to time, change such amount (which will never be less than zero) upon (i) written notice to the Indenture Trustee, (ii) prior written confirmation from the Note Rating Agencies that a Ratings Effect will not occur with respect to such change and (iii) delivery by the Issuer of an Officer's Certificate to the effect that, in its reasonable belief, such change will not have an Adverse Effect. "Required Subordinated Amount of Class B Notes" at any time, for any Tranche of Class A Notes, is defined in the Terms Document for such Tranche of Class A Notes. "Required Subordinated Amount of Class C Notes" at any time, for any Tranche of Class A Notes or Class B Notes, is defined in the related Terms Document for such Tranche of Notes. "Required Subordinated Amount of Class D Notes" at any time, for any Tranche of Class A Notes, Class B Notes or Class C Notes, is defined in the related Terms Document for such Tranche of Notes. "Required Subordinated Amount of Subordinated Notes" at any time, for any Tranche of Class A Notes, Class B Notes or Class C Notes, is equal to the sum of the Required Subordinated Amount of Class B Notes, if any, the Required Subordinated Amount of Class C Notes, if any, and the Required Subordinated Amount of Class D Notes, if any, in each case, for such Tranche of Notes. "Senior Class" means (a) with respect to the Class B Notes, the Class A Notes, (b) with respect to the Class C Notes, the Class A Notes or Class B Notes and (c) with respect to the Class D Notes, the Class A Notes, Class B Notes or Class C Notes. 20 "Series Finance Charge Amounts Shortfall" means, with respect to any Distribution Date with respect to the Card Series, the excess, if any, of (a) the aggregate amount targeted to be paid or applied pursuant to Sections 3.01(a) through (g) for any Distribution Date over (b) the Card Series Finance Charge Amounts (excluding any amounts to be treated as Card Series Finance Charge Amounts pursuant to Section 3.27(a)) for such Distribution Date; provided, however, that the Issuer, when authorized by an Officer's Certificate, may amend or otherwise modify this definition of Series Finance Charge Amounts Shortfall provided the Note Rating Agencies confirm in writing that the amendment or modification will not cause a Ratings Effect with respect to any Outstanding Notes. "Series Principal Amounts Shortfall" means, with respect to any Distribution Date with respect to the Card Series, the excess, if any, of (a) the aggregate amount targeted to be paid or applied pursuant to Sections 3.07(a) through (g) for any Distribution Date over (b) the Card Series Principal Amounts (excluding any amounts to be treated as Card Series Principal Amounts pursuant to Section 3.28(a)) for such Distribution Date; provided, however, that the Issuer, when authorized by an Officer's Certificate, may amend or otherwise modify this definition of Series Principal Amounts Shortfall provided the Note Rating Agencies confirm in writing that the amendment or modification will not cause a Ratings Effect with respect to any Outstanding Notes. "Servicer" means the Servicer under the COMT Pooling and Servicing Agreement. "Servicing Fee Shortfall" means for any Distribution Date, the excess, if any, of (a) the aggregate amount payable to the Servicer pursuant to Section 3.01(d) with respect to such Distribution Date, and (b) the aggregate amount of Card Series Finance Charge Amounts available after giving effect to Section 3.01(c) on such Distribution Date. "Shared Excess Finance Charge Amounts" means, with respect to any Distribution Date with respect to any Series of Notes, either (a) the amount of Card Series Finance Charge Amounts for such Distribution Date available after application in accordance with Sections 3.01(a) through (j) or (b) the amounts allocated to other Series of Notes or Investor Certificates which the applicable Indenture Supplements for such Series of Notes or the applicable Series Supplements for such Investor Certificates specify are to be treated as "Shared Excess Finance Charge Amounts." "Shared Excess Principal Amounts" means, with respect to any Distribution Date with respect to any Series of Notes, either (a) the amount of Card Series Principal Amounts for such Distribution Date available after application in accordance with Sections 3.07(a) through (e) or (b) the amounts allocated to other Series of Notes or Investor Certificates which the applicable Indenture Supplements for such Series specify are to be treated as "Shared Excess Principal Amounts." "Spot Exchange Rate," for any Tranche of Notes, has the meaning specified in the related Terms Document. 21 "Subordinated Class" means (a) with respect to the Class A Notes, the Class B Notes, Class C Notes or Class D Notes, (b) with respect to the Class B Notes, the Class C Notes or Class D Notes, and (c) with respect to the Class C Notes, the Class D Notes. "Targeted Interest Deposit Amount" means, with respect to the Card Series Notes for any Distribution Date, the aggregate amount targeted to be deposited in the Interest Funding Account pursuant to Section 3.02 for such Distribution Date. "Targeted Principal Deposit Amount" means, with respect to the Card Series Notes for any Distribution Date, the aggregate amount targeted to be deposited in the Principal Funding Account pursuant to Section 3.10 for such Distribution Date. "Threshold Conditions" shall mean the conditions listed on Exhibit D, which Exhibit D may be amended, modified or supplemented by the Issuer upon receipt of the prior written consent of the Note Rating Agencies. "Weighted Average Interest Rates" means, with respect to any Outstanding Notes of a Class or Tranche of the Card Series, or of all of the Outstanding Notes of the Card Series, on any date, the weighted average (weighted based on the Outstanding Dollar Principal Amount of the related Notes on such date) of the following rates of interest: (a) in the case of a Tranche of Dollar Interest-bearing Notes with no Derivative Agreement for interest, the annualized rate of interest applicable to that Tranche on that date; (b) in the case of a Tranche of Discount Notes, the rate of accretion (converted to an annualized accrual rate) of that Tranche on that date; (c) in the case of a Tranche of Notes with a payment due under a Performing Derivative Agreement for interest, the annualized rate at which payments by the Issuer to the applicable Derivative Counterparty accrue on that date (prior to the netting of such payments, if applicable); and (d) in the case of a Tranche of Notes with a non-Performing Derivative Agreement for interest, the annualized rate specified for that date in the related Terms Document. Section 1.02. Governing Law. THIS INDENTURE SUPPLEMENT WILL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATION LAW, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Section 1.03. Counterparts. This Indenture Supplement may be executed in any number of counterparts, each of which so executed will be deemed to be an original, but all such counterparts will together constitute but one and the same instrument. 22 Section 1.04. Ratification of Indenture and Asset Pool 1 Supplement. As supplemented by this Indenture Supplement, the Indenture and the Asset Pool 1 Supplement are in all respects ratified and confirmed and the Indenture and the Asset Pool 1 Supplement as so supplemented by this Indenture Supplement shall be read, taken and construed as one and the same instrument. [END OF ARTICLE I] 23 ARTICLE II The Notes Section 2.01. Creation and Designation. (a) There is hereby created a Series of Asset Pool 1 Notes to be issued pursuant to the Indenture, the Asset Pool 1 Supplement and this Indenture Supplement to be known as "Capital One Multi-Asset Execution Trust, Card Series" or the "Card Series Notes." The Card Series Notes will be issued in four Classes, the first of which shall be known as the "Card Series Class A Notes," the second of which shall be known as the "Card Series Class B Notes," the third of which shall be known as the "Card Series Class C Notes" and the fourth of which shall be known as the "Card Series Class D Notes." (b) The Card Series shall be an Excess Finance Charge Amounts Sharing Series in Excess Finance Charge Amounts Sharing Group A and an Excess Principal Amounts Sharing Series in Excess Principal Amounts Sharing Group A, and shall not be in any other Group. The Card Series Notes shall not be subordinated to any other Series of Notes. (c) Notwithstanding the allocation provisions of the Indenture, the Asset Pool 1 Supplement, each additional Asset Pool Supplement, this Indenture Supplement and the Indenture Supplements for each other Series of Notes, if any, to the extent that the Card Series Noteholders are deemed to have any interest in any assets of the Issuer allocated to other Series of Notes secured by Asset Pool 1 or another Asset Pool, the Card Series Noteholders agree by acceptance of their Card Series Notes that their interest in those assets is subordinate to claims or rights of the Noteholders of such other Series of Notes to those other assets. Further, the Card Series Noteholders shall agree by their acceptance of their Card Series Notes that such agreement constitutes a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code. Section 2.02. New Issuances of Notes. The Issuer may issue new Tranches of Notes (including additional Notes of an Outstanding Tranche) to be included in the Card Series, so long as the following conditions precedent are satisfied: (i) on or before the date that the new issuance is to occur, the Issuer shall have delivered to the Indenture Trustee a Terms Document relating to the applicable Tranche of Notes; (ii) if the issuance of Notes results in an increase in the targeted deposit amount of any Class C Reserve sub-Account of a Tranche of Class C Notes or any Class D Reserve sub-Account of a Tranche of Class D Notes, on such issuance date the Issuer shall have funded such increase with a cash deposit to such Class C Reserve sub-Account or Class D Reserve sub-Account, as applicable; (iii) unless the Threshold Conditions with respect to the related Class of Notes have been satisfied, the conditions specified in Section 310 of the Indenture, as applicable, are satisfied; 24 (iv) immediately after giving effect to such issuance, the Nominal Liquidation Amount of the Class B Notes in the Card Series must be at least equal to the Class A Available Subordinated Amount of Class B Notes for all Class A Notes in the Card Series; (v) immediately after giving effect to such issuance, the Nominal Liquidation Amount of the Class C Notes in the Card Series must be at least equal to the sum of (x) the aggregate Class A Available Subordinated Amount of Class C Notes for all Class A Notes in the Card Series with a Required Subordinated Amount of Class B Notes equal to zero and (y) the aggregate Class B Available Subordinated Amount of Class C Notes for all Class B Notes in the Card Series; (vi) immediately after giving effect to such issuance, the Nominal Liquidation Amount of the Class D Notes in the Card Series must be at least equal to the greater of (A) the sum of (x) the aggregate Class A Available Subordinated Amount of Class D Notes for all Class A Notes in the Card Series with a Required Subordinated Amount of Class B Notes of zero and (y) the aggregate Class B Available Subordinated Amount of Class D Notes for all Class B Notes in the Card Series and (B) the aggregate Class C Available Subordinated Amount of Class D Notes for all Class C Notes in the Card Series; and (vii) any other conditions specified in the related Terms Document. [END OF ARTICLE II] 25 ARTICLE III Allocations, Deposits and Payments Section 3.01. Allocations of Card Series Finance Charge Amounts. On each Distribution Date, the Indenture Trustee will apply Card Series Finance Charge Amounts, as follows: (a) first, to make the targeted deposits with respect to the Class A Notes to the Interest Funding Account pursuant to Section 3.02; (b) second, to make the targeted deposits with respect to the Class B Notes to the Interest Funding Account pursuant to Section 3.02; (c) third, to make the targeted deposits with respect to the Class C Notes to the Interest Funding Account pursuant to Section 3.02; (d) fourth, to pay the Card Series Servicing Fee plus any previously due and unpaid Card Series Servicing Fee to the Servicer; (e) fifth, to make the targeted deposits with respect to the Class D Notes to the Interest Funding Account pursuant to Section 3.02; (f) sixth, to be treated as Card Series Principal Amounts for application in accordance with Section 3.07 in an amount equal to the Card Series Defaulted Amount, if any, for the preceding Monthly Period; (g) seventh, to be treated as Card Series Principal Amounts for application in accordance with Section 3.07 in an amount equal to the aggregate Nominal Liquidation Amount Deficits, if any, of all Card Series Notes; (h) eighth, to make the targeted deposit to the Accumulation Reserve Account, if any, pursuant to Section 3.24; (i) ninth, to make the targeted deposit to the Class C Reserve Account, if any, pursuant to Section 3.22; (j) tenth, to make the targeted deposit to the Class D Reserve Account, if any, pursuant to Section 3.29; (k) eleventh, to make any other payment or deposit required by the Terms Documents of any Class or Tranche of Card Series Notes; (l) twelfth, to be treated as Shared Excess Finance Charge Amounts for application in accordance with Section 3.27; (m) thirteenth, to make any other payment or deposit required by the Terms Documents of any Class or Tranche of Card Series Notes; and 26 (n) fourteenth, to the holder of Asset Pool 1 Transferor Interest or, provided that the conditions set forth in Section 10.02 of the Trust Agreement with respect to transfers of a portion of the Beneficial Interest are met, to the designee of the holder of the Asset Pool 1 Transferor Interest as though such designee were a transferee of such portion. Section 3.02. Targeted Deposits of Card Series Finance Charge Amounts to the Interest Funding Account. The aggregate amount of Card Series Finance Charge Amounts targeted to be deposited into the Interest Funding Account for each Tranche within the related Class of Notes pursuant to Sections 3.01(a), (b), (c) or (e) on each Distribution Date is equal to the sum of the following amounts. The targeted deposit on any Distribution Date will also include any shortfall in the targeted deposit with respect to any prior Distribution Date which has not been previously deposited. (a) Specified Deposits. If the Terms Document for a Tranche of Notes specifies a deposit to be made to the Interest Funding sub-Account for that Tranche, the deposit targeted for that Tranche of Notes with respect to that Distribution Date is such specified amount. (b) Interest Payments. The deposit targeted for any Tranche of Outstanding Interest-bearing Notes on each Distribution Date will be equal to the amount of interest accrued on the Outstanding Dollar Principal Amount of that Tranche during the period from and including the first Monthly Interest Accrual Date in the prior Monthly Period to but excluding the first Monthly Interest Accrual Date for the current Monthly Period. (c) Amounts Owed to Derivative Counterparties. If a Tranche of Outstanding Dollar Notes or foreign currency Notes that has a Performing or non-Performing Derivative Agreement for interest provides for a payment to the applicable Derivative Counterparty, the deposit targeted for that Tranche of Notes on each Distribution Date with respect to any payment to the Derivative Counterparty will be specified in the related Terms Document. (d) Discount Notes. The deposit targeted for a Tranche of Outstanding Discount Notes on each Distribution Date is the amount of accretion of principal of that Tranche of Notes from and including the prior Monthly Principal Accrual Date in the related Monthly Period (or in the case of the first Monthly Principal Accrual Date with respect to any Tranche of Discount Notes, from and including the date of issuance of that Tranche of Notes) to but excluding the first Monthly Principal Accrual Date for the next month. (e) Additional Interest. Unless otherwise specified in the applicable Terms Document, the deposit targeted for any Tranche of Outstanding Notes (other than Discount Notes) for any month that has previously due and unpaid interest will include the interest accrued on that overdue interest during the period from and including the first Monthly Interest Accrual Date in the prior month to but excluding the first Monthly Interest Accrual Date for the current month at the rate of interest applicable to the principal of that Tranche during that period. Section 3.03. Allocations of Card Series Finance Charge Amounts to Interest Funding sub-Accounts. The aggregate amount to be deposited to the Interest Funding Account for a Class of Notes pursuant to Sections 3.01(a), (b), (c) or (e) for each Monthly Period will be allocated, 27 and a portion deposited into the Interest Funding sub-Account for each Tranche of Notes within such Class, as follows: (a) Card Series Finance Charge Amounts are at Least Equal to Targeted Amounts. If the amount of funds available for a Monthly Period pursuant to Section 3.01 (after giving effect to any previous deposits pursuant to Section 3.01 on such Distribution Date) is at least equal to the aggregate amount of the deposits and payments targeted by Section 3.02 for the related Class of Notes, then the targeted amount of each such deposit and payment will be made to the applicable Interest Funding sub-Accounts. (b) Card Series Finance Charge Amounts are Less than Targeted Amounts. If the amount of funds available for a Monthly Period pursuant to Section 3.01 (after giving effect to any previous deposits pursuant to Section 3.01 on such Distribution Date) is less than the aggregate amount of the deposits targeted by Section 3.02 for the related Class of Notes, then the amount available will be allocated to each Tranche within such Class of Notes pro rata based on the ratio of (A) the aggregate amount of the deposits targeted by Section 3.02 with respect to that Tranche of Notes, to (B) the aggregate amount of the deposits targeted by Section 3.02 with respect to all Tranches within the related Class of Notes. Section 3.04. Amounts to be Treated as Card Series Finance Charge Amounts; Payments Received from Derivative Counterparties for Interest in Foreign Currencies; Other Deposits to the Interest Funding sub-Accounts. The following deposits and payments will be made on the following dates: (a) Amounts to be Treated as Card Series Finance Charge Amounts. In addition to Asset Pool 1 Finance Charge Amounts allocated to the Card Series pursuant to Section 3.2(a) of the Asset Pool 1 Supplement, the following amounts shall be treated as Card Series Finance Charge Amounts for application in accordance with this Article III for any Monthly Period: (i) PFA Accumulation Earnings Shortfall. The aggregate amount withdrawn from the Accumulation Reserve Account pursuant to Section 3.25(a) will be treated as Card Series Finance Charge Amounts for such Monthly Period. (ii) PFA Prefunding Earnings Shortfall. On or prior to each Distribution Date, the Issuer will calculate the PFA Prefunding Earnings Shortfall (if any) for the Principal Funding sub-Account for each Tranche of Notes. If there is any PFA Prefunding Earnings Shortfall for any Principal Funding sub-Account for that Distribution Date, or any unpaid PFA Prefunding Earnings Shortfall for any Principal Funding sub-Account from any earlier Distribution Date, in each case for any Tranche of Notes, the Issuer will notify the Transferor and the Master Trust pursuant to the related Series Supplement of that amount. On each Distribution Date, the Indenture Trustee will treat as Card Series Finance Charge Amounts the amount received by the Issuer in respect of segregated transferor interest finance charge amounts payable to the Issuer pursuant to the related Series Supplement with respect to each Principal Funding sub-Account, if any; provided, however, that any such amounts paid to the Issuer following an insolvency of the related transferor will be deposited directly into the applicable Interest Funding sub-Accounts 28 pro rata based on the Floating Allocation Amount for such Monthly Period for each Tranche with prefunded amounts in its Principal Funding sub-Account. (iii) Dollar Payments from Derivative Counterparties for Interest. Dollar payments received under Derivative Agreements for interest for any Tranche of Notes will be treated as Card Series Finance Charge Amounts. (iv) Sub-Account Earnings. Any PFA Accumulation Earnings, any PFA Prefunding Earnings, any Accumulation Reserve Account Earnings and any Interest Funding sub-Account Earnings for any Distribution Date will be treated as Card Series Finance Charge Amounts for such Distribution Date. (v) Shared Excess Finance Charge Amounts. Any Shared Excess Finance Charge Amounts allocable to the Card Series will be treated as Card Series Finance Charge Amounts pursuant to Section 3.27(a). (vi) Other Amounts. This Indenture Supplement or the Terms Document for any Tranche of Notes may include additional amounts which are to be treated as Card Series Finance Charge Amounts for any Distribution Date. (b) Payments Received From Derivative Counterparties. Payments received under Derivative Agreements for Notes with interest payable in foreign currencies will be applied as specified in the applicable Terms Document. (c) Other Deposits to the Interest Funding sub-Accounts. (i) Class C Reserve Account. Withdrawals made from the Class C Reserve Account pursuant to Section 3.23(a) will be deposited into the applicable Interest Funding sub-Account on the Distribution Date. (ii) Class D Reserve Account. Withdrawals made from the Class D Reserve Account pursuant to Section 3.30(a) will be deposited into the applicable Interest Funding sub-Account on the Distribution Date. (iii) Asset Sales Proceeds. Asset Sales Proceeds received by the Issuer pursuant to Section 3.20(c)(ii) for any Tranche of Notes will be deposited into the applicable Interest Funding sub-Account on the date of receipt by the Issuer. (iv) Other Amounts. This Indenture Supplement or the Terms Document for any Tranche may include additional amounts which are to be deposited into the applicable Interest Funding sub-Account on the Distribution Date. Section 3.05. Allocations of Reductions to the Nominal Liquidation Amount Due to Investor Charge-Offs. On each Distribution Date when there is an Investor Charge-Off with respect to the related Monthly Period, the amount of such Investor Charge-Off will be allocated (and reallocated) on that date to each Tranche of Notes as set forth in this Section. In the case of each Tranche of Notes, the Nominal Liquidation Amount of each such Tranche of Notes will be reduced by an amount equal to the amounts that are allocated or reallocated to that Tranche of 29 Notes pursuant to this Section 3.05, less the amounts that are reallocated from that Tranche of Notes to other Notes pursuant to this Section 3.05. (a) Initial Allocation. Initially, the amount of each Investor Charge-Off will be allocated to each Tranche of Outstanding Notes in the Card Series pro rata based on the ratio of the Nominal Liquidation Amount of such Tranche of Notes to the Nominal Liquidation Amount of the Card Series Notes, each as of the close of business on the last day of the preceding Monthly Period. Any such allocation (or portion thereof) that would otherwise have reduced the Nominal Liquidation Amount of a Tranche of Notes below zero will be reallocated to the remaining Tranches of Outstanding Notes in the Card Series as set forth in this clause (a), but in no event will the Nominal Liquidation Amount (after giving effect to this clause (a)) of any Tranche of Notes be reduced below zero. (b) Reallocation from Class A Notes. (i) Immediately after giving effect to clause (a) above, the amount allocated to each Tranche of Class A Notes pursuant to clause (a) above, subject to the limitation in clause (e) below, will be reallocated to the Class B Notes, in an amount (not less than zero) not to exceed: (x) the Class A Available Subordinated Amount of Class B Notes for such Tranche of Class A Notes as of the close of business on the last day of the preceding Monthly Period, minus (y) the product of (A) the aggregate amount allocated to the Class B Notes pursuant to clause (a) above and (B) a fraction, the numerator of which is the amount determined pursuant to clause (b)(i)(x) above and the denominator of which is the aggregate Nominal Liquidation Amount of all the Class B Notes in the Card Series as of the close of business of the last day of the preceding Monthly Period. (ii) The amount allocated to each Tranche of Class A Notes pursuant to clause (a) above and not reallocated to the Class B Notes due to the limitations set forth in clause (b)(i) above and clause (e) below, subject to the limitation in clause (e) below, will be reallocated to the Class C Notes, in an amount (not less than zero) not to exceed: (x) the Class A Available Subordinated Amount of Class C Notes for such Tranche of Class A Notes as of the close of business on the last day of the preceding Monthly Period, minus (y) the product of (A) the aggregate amount allocated to the Class C Notes pursuant to clause (a) above and (B) a fraction, the numerator of which is the amount determined pursuant to clause (b)(ii)(x) above and the denominator of which is the aggregate Nominal Liquidation Amount of all the Class C Notes in the Card Series as of the close of business on the last day of the preceding Monthly Period. (iii) The amount allocated to each Tranche of Class A Notes pursuant to clause (a) above and not reallocated to the Class B Notes or the Class C Notes due to the limitations set forth in clauses (b)(i) and (b)(ii) above and clause (e) below, subject to the 30 limitation in clause (e) below, will be reallocated to the Class D Notes, in an amount (not less then zero) not to exceed: (x) the Class A Available Subordinated Amount of Class D Notes for such Tranche of Class A Notes as of the close of business on the last day of the preceding Monthly Period, minus (y) the product of (A) the aggregate amount allocated to the Class D Notes pursuant to clause (a) above and (B) a fraction, the numerator of which is the amount determined pursuant to clause (b)(iii)(x) above and the denominator of which is the Nominal Liquidation Amount of all the Class D Notes in the Card Series as of the close of business on the last day of the preceding Monthly Period. (c) Reallocation from Class B Notes. (i) Immediately after giving effect to clause (b) above, the amount allocated to each Tranche of Class B Notes pursuant to clause (a) above or reallocated to such Tranche of Class B Notes pursuant to clause (b)(i) above, subject to the limitation in clause (e) below, will be reallocated to the Class C Notes, in an amount (not less than zero) not to exceed: (x) the Class B Available Subordinated Amount of Class C Notes for such Tranche of Class B Notes as of the close of business on the last day of the preceding Monthly Period, minus (y) the sum of: (A) the product of (1) the aggregate amount allocated to the Class C Notes pursuant to clause (a) above and (2) a fraction, the numerator of which is the amount determined pursuant to clause (c)(i)(x) above and the denominator of which is the Nominal Liquidation Amount of all the Class C Notes in the Card Series as of the close of business on the last day of the preceding Monthly Period, plus (B) the product of (1) the aggregate amount reallocated to the Class C Notes pursuant to clause (b)(ii) above and (B) a fraction, the numerator of which is the amount determined pursuant to clause (c)(i)(x) above and the denominator of which is the aggregate Class B Available Subordinated Amount of Class C Notes for all Class B Notes in the Card Series as of the close of business on the last day of the preceding Monthly Period. (ii) The amount allocated to each Tranche of Class B Notes pursuant to clause (a) above or reallocated to such Tranche of Class B Notes pursuant to clause (b)(i) above and not reallocated to the Class C Notes due to the limitations set forth in clause (c)(i) above and clause (e) below, subject to the limitation in clause (e) below, will be reallocated to the Class D Notes, in an amount (not less than zero) not to exceed: 31 (x) the Class B Available Subordinated Amount of Class D Notes for such Tranche of Class B Notes as of the close of business on the last day of the preceding Monthly Period, minus (y) the sum of: (A) the product of (1) the aggregate amount allocated to the Class D Notes pursuant to clause (a) above and (2) a fraction, the numerator of which is the amount determined pursuant to clause (c)(ii)(x) above and the denominator of which is the Nominal Liquidation Amount of all the Class D Notes in the Card Series as of the close of business on the last day of the preceding Monthly Period, plus (B) the product of (1) the aggregate amount reallocated to the Class D Notes pursuant to clause (b)(iii) above and (B) a fraction, the numerator of which is the amount determined pursuant to clause (c)(ii)(x) above and the denominator of which is the aggregate Class B Available Subordinated Amount of Class D Notes for all Class B Notes in the Card Series as of the close of business on the last day of the preceding Monthly Period. (d) Reallocation from Class C Notes. Immediately after giving effect to clause (c) above, the amount allocated to each Tranche of Class C Notes pursuant to clause (a) above or reallocated to such Tranche of Class C Notes pursuant to clause (b)(ii) or (c)(i) above, subject to the limitation in clause (e) below, will be reallocated to the Class D Notes, in an amount (not less than zero) not to exceed: (x) the Class C Available Subordinated Amount of Class D Notes for such Tranche of Class C Notes as of the close of business on the last day of the preceding Monthly Period, minus (y) the sum of: (A) the product of (1) the aggregate amount allocated to the Class D Notes pursuant to clause (a) above and (2) a fraction, the numerator of which is the amount determined pursuant to clause (d)(x) above and the denominator of which is the Nominal Liquidation Amount of all the Class D Notes in the Card Series as of the close of business on the last day of the preceding Monthly Period, plus (B) the product of (1) the aggregate amount reallocated to the Class D Notes pursuant to clauses (b)(iii) and (c)(ii) above and (2) a fraction, the numerator of which is the amount determined pursuant to clause (d)(x) above and the denominator of which is the aggregate Class C Available Subordinated Amount of Class D Notes for all Class C Notes in the Card Series as of the close of business on the last day of the preceding Monthly Period. 32 (e) (i) The amount reallocated to the Class B Notes pursuant to clause (b)(i) above will be applied to each Tranche of Class B Notes outstanding as of the last day of the preceding Monthly Period pro rata based on the ratio of the Nominal Liquidation Amount of such Tranche of Class B Notes to the Nominal Liquidation Amount of all the Class B Notes in the Card Series, each as of the close of business on the last day of the preceding Monthly Period. Any such reallocation (or portion thereof) that would otherwise have reduced the Nominal Liquidation Amount of a Tranche of Class B Notes below zero will be reallocated to the remaining Tranches of Class B Notes as set forth in this clause (e)(i), but in no event will the Nominal Liquidation Amount (after giving effect to this clause (e)(i)) of any Tranche of Class B Notes be reduced below zero. (ii) The amount reallocated to the Class C Notes pursuant to clause (b)(ii) or (c)(i) above, in each case, will be applied to each Tranche of Class C Notes outstanding as of the last day of the preceding Monthly Period pro rata based on the ratio of the Nominal Liquidation Amount of such Tranche of Class C Notes to the Nominal Liquidation Amount of all the Class C Notes in the Card Series, in each case, as of the close of business on the last day of the preceding Monthly Period. Any such reallocation (or portion thereof) that would otherwise have reduced the Nominal Liquidation Amount of a Tranche of Class C Notes below zero will be reallocated to the remaining Tranches of Class C Notes as set forth in this clause (e)(ii), but in no event will the Nominal Liquidation Amount (after giving effect to this clause (e)(ii)) of any Tranche of Class C Notes be reduced below zero. (iii) The amount reallocated to the Class D Notes pursuant to clause (b)(iii), (c)(ii) or (d) above, in each case, will be applied to each Tranche of Class D Notes outstanding as of the last day of the preceding Monthly Period pro rata based on the ratio of the Nominal Liquidation Amount of such Tranche of Class D Notes to the Nominal Liquidation Amount of all the Class D Notes in the Card Series, in each case, as of the close of business on the last day of the preceding Monthly Period. Any such reallocation (or portion thereof) that would otherwise have reduced the Nominal Liquidation Amount of a Tranche of Class D Notes below zero will be reallocated to the remaining Tranches of Class D Notes as set forth in this clause (e)(iii), but in no event will the Nominal Liquidation Amount (after giving effect to this clause (e)(iii)) of any Tranche of Class D Notes be reduced below zero. Section 3.06. Allocations of Reimbursements of Nominal Liquidation Amount Deficits. If, as of any Distribution Date, there are Card Series Finance Charge Amounts available pursuant to Section 3.01(g) to reimburse any Nominal Liquidation Amount Deficits as of such Distribution Date, such funds will be allocated to each Tranche of Notes as follows: (a) first, to each Tranche of Class A Notes pro rata based on the ratio of the Nominal Liquidation Amount Deficit thereof to the aggregate Nominal Liquidation Amount Deficits of all Tranches of Class A Notes, but in no event will the Nominal Liquidation Amount of such a Tranche of Notes be increased above the Adjusted Outstanding Dollar Principal Amount of such Tranche; 33 (b) second, to each Tranche of Class B Notes pro rata based on the ratio of the Nominal Liquidation Amount Deficit thereof to the aggregate Nominal Liquidation Amount Deficit of all Tranches of Class B Notes, but in no event will the Nominal Liquidation Amount of such a Tranche of Notes be increased above the Adjusted Outstanding Dollar Principal Amount of such Tranche; (c) third, to each Tranche of Class C Notes pro rata based on the ratio of the Nominal Liquidation Amount Deficit thereof to the aggregate Nominal Liquidation Amount Deficit of all Tranches of Class C Notes, but in no event will the Nominal Liquidation Amount of such a Tranche of Notes be increased above the Adjusted Outstanding Dollar Principal Amount of such Tranche; and (d) fourth, to each Tranche of Class D Notes pro rata based on the ratio of the Nominal Liquidation Amount Deficit thereof to the aggregate Nominal Liquidation Amount Deficit of all Tranches of Class D Notes, but in no event will the Nominal Liquidation Amount of such a Tranche of Notes be increased above the Adjusted Outstanding Dollar Principal Amount of such Tranche. Section 3.07. Application of Card Series Principal Amounts. On each Distribution Date, the Indenture Trustee will apply Card Series Principal Amounts as follows: (a) Class A Interest Funding Account Shortfalls. First, with respect to each Monthly Period, if after giving effect to deposits to be made with respect to such Monthly Period pursuant to Section 3.01(a) any Tranche of Class A Notes has not received the full amount targeted to be deposited pursuant to Section 3.02 with respect to that Monthly Period, then Card Series Principal Amounts (in an amount not to exceed the sum of the Class B Principal Allocation, the Class C Principal Allocation and the Class D Principal Allocation, each for such Monthly Period) will be allocated to the Interest Funding sub-Account of each such Tranche of Class A Notes pro rata based on, in the case of each such Tranche of Class A Notes, the lesser of the following amounts: (i) the amount of the deficiency in the targeted amount to be deposited into the Interest Funding sub-Account of such Tranche of Class A Notes; and (ii) an amount equal to the Class A Available Subordinated Amount of Subordinated Notes for such Tranche of Class A Notes (determined after giving effect to Section 3.05, but prior to giving effect to this Section 3.07). (b) Class B Interest Funding Account Shortfalls. Second, with respect to each Monthly Period, if after giving effect to deposits to be made with respect to such Monthly Period pursuant to Section 3.01(b) any Tranche of Class B Notes has not received the full amount targeted to be deposited pursuant to Section 3.02 with respect to that Monthly Period, then Card Series Principal Amounts (in an amount, not less than zero, not to exceed the sum of the Class B Principal Allocation, the Class C Principal Allocation and the Class D Principal Allocation, each for such Monthly Period minus the greater of (x) the Class B Principal Allocation for such Monthly Period and (y) the aggregate amount of Card Series Principal Amounts applied pursuant to clause (a) above) will be allocated to the Interest Funding sub-Account of each such Tranche 34 of Class B Notes pro rata based on, in the case of each such Tranche of Class B Notes, the lesser of the following amounts: (i) the amount of the deficiency in the targeted amount to be deposited into the Interest Funding sub-Account of such Tranche of Class B Notes; and (ii) an amount equal to the Class B Available Subordinated Amount of Subordinated Notes for such Tranche of Class B Notes (determined after giving effect to Sections 3.05 and 3.08(a) through (c)). (c) Class C Interest Funding Account Shortfalls. Third, with respect to each Monthly Period, if after giving effect to deposits to be made with respect to such Monthly Period pursuant to Section 3.01(c) any Tranche of Class C Notes has not received the full amount targeted to be deposited pursuant to Section 3.02 with respect to that Monthly Period, then Card Series Principal Amounts (in an amount, not less than zero, not to exceed the sum of the Class B Principal Allocation, the Class C Principal Allocation and the Class D Principal Allocation, each for such Monthly Period minus the greater of (x) the sum of the Class B Principal Allocation and the Class C Principal Allocation, each for such Monthly Period and (y) the aggregate amount of Card Series Principal Amounts applied pursuant to clauses (a) and (b) above) will be allocated to the Interest Funding sub-Account of each such Tranche of Class C Notes pro rata based on, in the case of each such Tranche of Class C Notes, the lesser of the following amounts: (i) the amount of the deficiency in the targeted amount to be deposited into the Interest Funding sub-Account of such Tranche of Class C Notes; and (ii) an amount equal to the Class C Available Subordinated Amount of Class D Notes for such Tranche of Class C Notes (determined after giving effect to Sections 3.05 and 3.08(a) through (e)). (d) Class A Servicing Fee Shortfalls. Fourth, with respect to each Monthly Period, if there is a Servicing Fee Shortfall allocated to any Tranche of Class A Notes pursuant to Section 3.09, then Card Series Principal Amounts (in an amount, not less than zero, not to exceed the sum of the Class B Principal Allocation, the Class C Principal Allocation and the Class D Principal Allocation, each for such Monthly Period minus the aggregate amount of Card Series Principal Amounts reallocated pursuant to clauses (a) through (c) above) will be paid to the Servicer in an amount equal to, and allocated to each such Tranche of Class A Notes pro rata based on, in the case of each such Tranche of Class A Notes, the lesser of the following amounts: (i) the amount of the Servicing Fee Shortfall allocated to such Tranche of Class A Notes; and (ii) an amount equal to the Class A Available Subordinated Amount of Subordinated Notes for such Tranche of Class A Notes (determined after giving effect to Sections 3.05 and 3.08(a) through (f)). (e) Class B Servicing Fee Shortfalls. Fifth, with respect to each Monthly Period, if there is a Servicing Fee Shortfall allocated to any Tranche of Class B Notes pursuant to Section 3.09, then Card Series Principal Amounts (in an amount, not less than zero, not to exceed the 35 sum of the Class B Principal Allocation, the Class C Principal Allocation and the Class D Principal Allocation, each for such Monthly Period minus the greater of (x) the Class B Principal Allocation for such Monthly Period and (y) the aggregate amount of Card Series Principal Amounts reallocated pursuant to clauses (a) through (d) above) will be paid to the Servicer in an amount equal to, and allocated to each such Tranche of Class B Notes pro rata based on, in the case of each such Tranche of Class B Notes, the lesser of the following amounts: (i) the amount of the remaining Servicing Fee Shortfall allocated to such Tranche of Class B Notes; and (ii) an amount equal to the Class B Available Subordinated Amount of Class C Notes for such Tranche of Class B Notes (determined after giving effect to Sections 3.05 and 3.08(a) through (i)). (f) Class C Servicing Fee Shortfalls. Sixth, with respect to each Monthly Period, if there is a Servicing Fee Shortfall allocated to any Tranche of Class C Notes pursuant to Section 3.09, then Card Series Principal Amounts (in an amount, not less than zero, not to exceed the sum of the Class B Principal Allocation, the Class C Principal Allocation and the Class D Principal Allocation, each for such Monthly Period minus the greater of (x) the sum of the Class B Principal Allocation and the Class C Principal Allocation, each for such Monthly Period and (y) the aggregate amount of Card Series Principal Amounts reallocated pursuant to clauses (a) through (e) above) will be paid to the Servicer in an amount equal to, and allocated to each such Tranche of Class C Notes pro rata based on, in the case of each such Tranche of Class C Notes, the lesser of the following amounts: (i) the amount of the Servicing Fee Shortfall allocated to such Tranche of Class C Notes; and (ii) an amount equal to the Class C Available Subordinated Amount of Class D Notes for such Tranche of Class C Notes (determined after giving effect to Sections 3.05 and 3.08(a) through (k)). (g) Principal Funding Account. Seventh, to make the targeted deposits to the Principal Funding Account pursuant to Section 3.10; (h) Shared Excess Principal Amounts. Eighth, to be treated as Shared Excess Principal Amounts for application in accordance with Section 3.28; and (i) Transferor. Ninth, to the holder of the Asset Pool 1 Transferor Interest or, provided that the conditions set forth in Section 10.02 of the Trust Agreement with respect to transfers of a portion of the Beneficial Interest are met, to the designee of the holder of the Asset Pool 1 Transferor Interest as though such designee were a transferee of such portion. Section 3.08. Allocation of Reductions of Nominal Liquidation Amount of Subordinated Notes from Reallocations of Card Series Principal Amounts to Cover Interest Funding Account Shortfalls or Servicing Fee Shortfalls. On each Distribution Date when Card Series Principal Amounts are deposited in the Interest Funding sub-Account for any Tranche of Notes or paid to the Servicer pursuant to Section 3.07, the Nominal Liquidation Amount of Subordinated Notes 36 will be reduced on that date as set forth in this Section. In the case of each Tranche of Notes, the Nominal Liquidation Amount of each such Tranche of Notes will be reduced by an amount equal to the amounts of such deposits or payments which are allocated or reallocated to that Tranche of Notes, less the amount of Card Series Principal Amounts that are reallocated from that Tranche of Notes to other Notes. (a) Class A Interest Funding Account Shortfalls. (i) Immediately after giving effect to Section 3.07(a), the amount of Card Series Principal Amount applied pursuant to Section 3.07(a), subject to the limitation in clause (m) below, will be allocated to the Class B Notes, in an amount not to exceed the Class A Available Subordinated Amount of Class B Notes for such Tranche of Class A Notes as of the close of business on the last day of the preceding Monthly Period. (ii) The amount of Card Series Principal Amount applied pursuant to Section 3.07(a), and not reallocated to the Class B Notes due to the limitations set forth in clause (a)(i) above and clause (m) below, subject to the limitation in clause (m) below, will be allocated to the Class C Notes, in an amount not to exceed the Class A Available Subordinated Amount of Class C Notes for such Tranche of Class A Notes as of the close of business on the last day of the preceding Monthly Period. (iii) The amount of Card Series Principal Amount applied pursuant to Section 3.07(a), and not reallocated to the Class B Notes or Class C Notes due to the limitations set forth in clauses(a)(i) and (a)(ii) above and clause (m) below, subject to the limitation in clause (m) below, will be allocated to the Class D Notes, in an amount not to exceed the Class A Available Subordinated Amount of Class D Notes for such Tranche of Class A Notes as of the close of business on the last day of the preceding Monthly Period. (b) (i) Immediately after giving effect to clause (a) above, the amount allocated to the Class B Notes pursuant to clause (a)(i), subject to the limitation in clause (m) below, will be reallocated to the Class C Notes, in an amount not to exceed the Class B Available Subordinated Amount of Class C Notes for such Tranche of Class B Notes after giving effect to clause (a) above. (ii) The amount allocated to the Class B Notes pursuant to clause (a)(i) and not reallocated to the Class C Notes due to the limitations set forth in clause (b)(i) above and clause (m) below, subject to the limitation in clause (m) below, will be reallocated to the Class D Notes, in an amount not to exceed the Class B Available Subordinated Amount of Class D Notes for such Tranche of Class B Notes after giving effect to clause (a) above. (c) Immediately after giving effect to clause (b) above, the amount allocated to the Class C Notes pursuant to clause (a)(iii) plus the amount reallocated to the Class C Notes pursuant to clause (b)(i) above, subject to the limitation in clause (m) below, will be reallocated to the Class D Notes, in an amount not to exceed the Class C Available Subordinated Amount of Class D Notes for such Tranche of Class C Notes after giving effect to clauses (a) and (b) above. 37 (d) Class B Interest Funding Account Shortfalls. (i) Immediately after giving effect to Section 3.07(b), the amount of Card Series Principal Amount applied pursuant to Section 3.07(b), subject to the limitation in clause (m) below, will be allocated to the Class C Notes, in an amount not to exceed the Class B Available Subordinated Amount of Class C Notes for such Tranche of Class B Notes after giving effect to clauses (a) through (c) above. (ii) The amount of Card Series Principal Amount applied pursuant to Section 3.07(b), and not reallocated to the Class C Notes due to the limitations set forth in clause (d)(i) above and clause (m) below, subject to the limitation in clause (m) below, will be reallocated to the Class D Notes, in an amount not to exceed the Class B Available Subordinated Amount of Class D Notes for such Tranche of Class B Notes after giving effect to clauses (a) through (c) above. (e) Immediately after giving effect to clause (d) above, the amount allocated to the Class C Notes pursuant to clause (d)(i), subject to the limitation in clause (m) below, will be reallocated to the Class D Notes, in an amount not to exceed the Class C Available Subordinated Amount of Class D Notes for such Tranche of Class C Notes after giving effect to clauses (a) through (d) above. (f) Class C Interest Funding Account Shortfalls. Immediately after giving effect to Section 3.07(c), the amount of Card Series Principal Amount applied pursuant to Section 3.07(c), subject to the limitation in clause (m) below, will be allocated to the Class D Notes, in an amount not to exceed the Class C Available Subordinated Amount of Class D Notes for such Tranche of Class C Notes after giving effect to clauses (a) through (e) above. (g) Class A Servicing Fee Shortfalls. (i) Immediately after giving effect to Section 3.07(d), the amount of Card Series Principal Amount applied pursuant to Section 3.07(d), subject to the limitation in clause (m) below, will be allocated to the Class B Notes, in an amount not to exceed the Class A Available Subordinated Amount of Class B Notes for such Tranche of Class A Notes after giving effect to clauses (a) through (f) above. (ii) The amount of Card Series Principal Amount applied pursuant to Section 3.07(d), and not reallocated to the Class B Notes due to the limitations set forth in clause (g)(i) above and clause (m) below, subject to the limitation in clause (m) below, will be allocated to the Class C Notes, in an amount not to exceed the Class A Available Subordinated Amount of Class C Notes for such Tranche of Class A Notes after giving effect to clauses (a) through (f) above. (iii) The amount of Card Series Principal Amount applied pursuant to Section 3.07(d), and not reallocated to the Class B Notes or Class C Notes due to the limitations set forth in clauses(g)(i) and (g)(ii) above and clause (m) below, subject to the limitation in clause (m) below, will be allocated to the Class D Notes, in an amount not to exceed the Class A Available Subordinated Amount of Class D Notes for such Tranche of Class A Notes after giving effect to clauses (a) through (f) above. 38 (h) (i) Immediately after giving effect to clause (g) above, the amount reallocated to the Class B Notes pursuant to clause (g)(i), subject to the limitation in clause (m) below, will be reallocated to the Class C Notes, in an amount not to exceed the Class B Available Subordinated Amount of Class C Notes for such Tranche of Class B Notes after giving effect to clauses (a) through (g) above. (ii) The amount allocated to the Class B Notes pursuant to clause (g)(i) and not reallocated to the Class C Notes due to the limitations set forth in clause (h)(i) above and clause (m) below, subject to the limitation in clause (m) below, will be reallocated to the Class D Notes, in an amount not to exceed the Class B Available Subordinated Amount of Class D Notes for such Tranche of Class B Notes after giving effect to clauses (a) through (g) above. (i) Immediately after giving effect to clause (h) above, the amount allocated to the Class C Notes pursuant to clause (g)(iii) plus the amount reallocated to the Class C Notes pursuant to clause (h)(i) above, subject to the limitation in clause (m) below, will be reallocated to the Class D Notes, in an amount not to exceed the Class C Available Subordinated Amount of Class D Notes for such Tranche of Class C Notes after giving effect to clauses (a) through (h) above. (j) Class B Servicing Fee Shortfalls. (i) Immediately after giving effect to Section 3.07(e), the amount of Card Series Principal Amount applied pursuant to Section 3.07(e), subject to the limitation in clause (m) below, will be allocated to the Class C Notes, in an amount not to exceed the Class B Available Subordinated Amount of Class C Notes for such Tranche of Class B Notes after giving effect to clauses (a) through (i) above. (ii) The amount of Card Series Principal Amount applied pursuant to Section 3.07(e), and not reallocated to the Class C Notes due to the limitations set forth in clause (j)(i) above and clause (m) below, subject to the limitation in clause (m) below, will be allocated to the Class D Notes, in an amount not to exceed the Class B Available Subordinated Amount of Class D Notes for such Tranche of Class B Notes after giving effect to clauses (a) through (i) above. (k) Immediately after giving effect to clause (j) above, the amount reallocated to the Class C Notes pursuant to clause (j)(i), subject to the limitation in clause (m) below, will be reallocated to the Class D Notes, in an amount not to exceed the Class C Available Subordinated Amount of Class D Notes for such Tranche of Class C Notes after giving effect to clauses (a) through (j) above. (l) Class C Servicing Fee Shortfalls. Immediately after giving effect to Section 3.07(f), the amount of Card Series Principal Amount applied pursuant to Section 3.07(f), subject to the limitation in clause (m) below, will be allocated to the Class D Notes, in an amount not to exceed the Class C Available Subordinated Amount of Class D Notes for such Tranche of Class C Notes after giving effect to clauses (a) through (k) above. (m) General. (i) The amount allocated to the Class B Notes pursuant to clause (a)(i) or (g)(i) above will be applied to each Tranche of Class B Notes pro rata based on the 39 ratio of the Nominal Liquidation Amount of such Tranche of Class B Notes to the Nominal Liquidation Amount of all the Class B Notes in the Card Series, with respect to clause (a)(i), after giving effect to Section 3.05, and with respect to clause (g)(i), after giving effect to Section 3.05 and clauses (a) through (f) above. Any such allocation that would otherwise have reduced the Nominal Liquidation Amount of a Tranche of Class B Notes below zero will be reallocated to the remaining Tranches of Class B Notes as set forth in this clause (m)(i), but in no event will the Nominal Liquidation Amount (after giving effect to this clause (m)(i)) of any Tranche of Class B Notes be reduced below zero. (ii) The amount allocated or reallocated to the Class C Notes pursuant to clause (a)(ii), (b)(i), (d)(i), (g)(ii), (h)(i) or (j)(i) above will be applied to each Tranche of Class C Notes pro rata based on the ratio of the Nominal Liquidation Amount of such Tranche of Class C Notes to the Nominal Liquidation Amount of all the Class C Notes in the Card Series, with respect to clauses (a)(ii) and (b)(i), after giving effect to Section 3.05, with respect to clause (d)(i), after giving effect to Section 3.05 and clauses (a) through (c) above, with respect to clauses (g)(ii) and (h)(i), after giving effect to Section 3.05 and clauses (a) through (f) above, and with respect to clause (j)(i), after giving effect to Section 3.05 and clauses (a) through (i) above. Any such allocation that would otherwise have reduced the Nominal Liquidation Amount of a Tranche of Class C Notes below zero will be reallocated to the remaining Tranches of Class C Notes as set forth in this clause (m)(ii), but in no event will the Nominal Liquidation Amount (after giving effect to this clause (m)(ii)) of any Tranche of Class C Notes be reduced below zero. (iii) The amount allocated or reallocated to the Class D Notes pursuant to clause (a)(iii), (b)(ii), (c), (d)(ii), (e), (f), (g)(iii), (h)(ii), (i), (j)(ii), (k) or (l) above will be applied to each Tranche of Class D Notes pro rata based on the ratio of the Nominal Liquidation Amount of such Tranche of Class D Notes to the Nominal Liquidation Amount of all the Class D Notes in the Card Series, with respect to clauses (a)(iii), (b)(ii) and (c), after giving effect to Section 3.05, with respect to clauses (d)(ii) and (e), after giving effect to Section 3.05 and clauses (a) through (c) above, with respect to clause (f), after giving effect to Section 3.05 and clauses (a) through (e) above, with respect to clauses (g)(iii), (h)(ii) and (i), after giving effect to Section 3.05 and clauses (a) through (f) above, with respect to clauses (j)(ii) and (k), after giving effect to Section 3.05 and clauses (a) through (i) above, and with respect to clause (l), after giving effect to clauses (a) through (k) above. Any such allocation that would otherwise have reduced the Nominal Liquidation Amount of a Tranche of Class D Notes below zero will be reallocated to the remaining Tranches of Class D Notes as set forth in this clause (m)(iii), but in no event will the Nominal Liquidation Amount (after giving effect to this clause (m)(iii)) of any Tranche of Class D Notes be reduced below zero. Section 3.09. Allocation of Servicing Fee Shortfalls. On each Distribution Date, if after giving effect to payments to be made with respect to the related Monthly Period pursuant to Section 3.01(d), the Servicer has not received the full amount to be paid pursuant to Section 3.01(d), the aggregate amount of such shortfall will be allocated to each Tranche of Outstanding Notes in the Card Series pro rata based on the ratio of the Nominal Liquidation Amount of such 40 Tranche of Notes to the Nominal Liquidation Amount of the Card Series Notes, each as of the close of business on the last day of the preceding Monthly Period. Section 3.10. Targeted Deposits of Card Series Principal Amounts to the Principal Funding Account. With respect to any Monthly Period, the amount targeted to be deposited into the Principal Funding sub-Account for any Tranche of Notes will be the sum of (i) the amount determined pursuant to clause (a), (b), (c), (d) or (e) below with respect to such Tranche for such Monthly Period, as applicable, or if more than one such clause is applicable, the highest amount determined pursuant to any one of such clauses, and (ii) any deposit targeted pursuant to clause (i) with respect to such Tranche for any prior Monthly Period but for which the full targeted deposit was not made, but in no case more than the Nominal Liquidation Amount of such Tranche (computed immediately before giving effect to such deposit but after giving effect to any Investor Charge-Offs and any reallocations of Card Series Principal Amounts on such date). (a) Principal Payment Date. With respect to the Monthly Period immediately preceding each Principal Payment Date for a Tranche of Notes, the deposit targeted for that Tranche of Notes, unless otherwise specified in the related Terms Document, is equal to the Nominal Liquidation Amount of that Tranche of Notes as of the close of business on the last day of the Monthly Period preceding such Monthly Period (determined after giving effect to any Investor Charge-Offs and any reallocations, payments or deposits of Card Series Principal Amounts occurring on the following Distribution Date). (b) Budgeted Deposits. (i) Subject to Section 3.10(d), with respect to each Monthly Period, beginning with the Accumulation Commencement Date, the deposit targeted to be made into the Principal Funding sub-Account for that Tranche will be the Accumulation Period Amount for that Tranche specified in the applicable Terms Document, or if no such amount is specified, beginning with the twelfth Monthly Period before the Monthly Period in which the Expected Principal Payment Date of that Tranche of Notes occurs, an amount equal to one-twelfth of the expected Outstanding Dollar Principal Amount of such Tranche of Notes as of such Expected Principal Payment Date. (ii) Notwithstanding anything to the contrary in clause (i), on or before the Distribution Date immediately preceding the first Business Day of the month that is twelve (12) months prior to the Expected Principal Payment Date of any Tranche of Notes, and each determination date thereafter until the Accumulation Commencement Date, the Issuer will determine the "Accumulation Period Length" which will equal the number of whole months such that the Accumulation Period Amount for such Tranche for the Monthly Period immediately preceding the Expected Principal Payment Date, when aggregated with the Accumulation Period Amounts for such Tranche for each preceding Monthly Period, will equal or exceed the Initial Dollar Principal Amount of such Tranche; provided, however, that the Accumulation Period Length will not be determined to be less than one month; provided further, however, that the determination of the Accumulation Period Length may be changed at any time if the Note Rating Agencies provide prior written confirmation that a Ratings Effect will not occur with respect to such change. 41 (c) Prefunding of the Principal Funding Account of Senior Classes. If the Issuer determines as of the end of the preceding Monthly Period with respect to any Class A Notes, Class B Notes or Class C Notes that, after giving effect to all allocations and payments with respect to that Monthly Period, the Prefunding Target Amount of that Tranche will be greater than zero, the targeted deposit to the Principal Funding sub-Account for the affected Tranches will be the Prefunding Target Amounts for such Tranche. (d) Event of Default, Early Redemption Event, Other Optional or Mandatory Redemption. If any Tranche of Notes has been accelerated during a Monthly Period after the occurrence of an Event of Default, or if an Early Redemption Event with respect to any Tranche of Notes occurs during such Monthly Period, or with respect to the Monthly Period immediately preceding any other date fixed for any other optional or mandatory redemption of any Tranche of Notes, the deposit targeted for that Tranche of Notes with respect to that Monthly Period and each following Monthly Period is equal to Nominal Liquidation Amount of that Tranche of Notes as of the close of business on the last day of the preceding Monthly Period (after taking into account any reallocations, payments or deposits occurring on the following Distribution Date). (e) Amounts Owed to Derivative Counterparties. If a Tranche of Outstanding Dollar Notes or foreign currency Notes that has a Performing or non-Performing Derivative Agreement for principal provides for a payment to the applicable Derivative Counterparty, the deposit targeted for that Tranche of Notes on each Distribution Date with respect to any payment to the Derivative Counterparty will be specified in the related Terms Document. Section 3.11. Allocations among Principal Funding sub-Accounts. Subject to the restrictions of Section 3.15, the aggregate amount of the deposits to be made to the Principal Funding Account for each Tranche of Notes pursuant to Section 3.10 for each Monthly Period will be allocated, and a portion deposited in the Principal Funding sub-Account for each Tranche of Notes, as follows: (a) Card Series Principal Amounts Equal to Targeted Amount. Subject to clause (c) below, if Card Series Principal Amounts remaining after giving effect to Sections 3.07(a) through (f) are equal to the aggregate amount of Card Series Principal Amounts targeted to be deposited into the Principal Funding Account for all Tranches of Notes pursuant to Section 3.10, then that targeted amount is deposited in the Principal Funding sub-Account established for each Tranche. (b) Card Series Principal Amounts Are Less Than Targeted Amounts. Subject to clause (c) below, if Card Series Principal Amounts remaining after giving effect to Sections 3.07(a) through (f) are less than the aggregate amount targeted to be deposited into the Principal Funding Account for all Tranches of Notes pursuant to Section 3.10, then the amount available will be deposited in the Principal Funding sub-Account established for each Tranche in the following priority: (i) first, the amount available will be allocated to the Class A Notes pro rata based on the ratio of (A) the amount targeted to be deposited into the Principal Funding sub-Account for such Tranche of Class A Notes pursuant to Section 3.10, to (B) the 42 aggregate amount targeted to be deposited into the Principal Funding sub-Account for all Tranches of Class A Notes pursuant to Section 3.10; (ii) second, the amount available after the application in clause (i) above will be allocated to the Class B Notes, pro rata based on the ratio of (A) the amount targeted to be deposited into the Principal Funding sub-Account for such Tranche of Class B Notes pursuant to Section 3.10, to (B) the aggregate amount targeted to be deposited into the Principal Funding sub-Account for all Tranches of Class B Notes pursuant to Section 3.10; (iii) third, the amount available after the applications in clauses (i) and (ii) above will be allocated to the Class C Notes, pro rata based on the ratio of (A) the amount targeted to be deposited into the Principal Funding sub-Account for such Tranche of Class C Notes pursuant to Section 3.10, to (B) the aggregate amount targeted to be deposited into the Principal Funding sub-Account for all Tranches of Class C Notes pursuant to Section 3.10; and (iv) fourth, the amount available after the applications in clauses (i) through (iii) above will be allocated to the Class D Notes, pro rata based on the ratio of (A) the amount targeted to be deposited into the Principal Funding sub-Account for such Tranche of Class D Notes pursuant to Section 3.10, to (B) the aggregate amount targeted to be deposited into the Principal Funding sub-Account for all Tranches of Class D Notes pursuant to Section 3.10. (c) Reallocation of Deposits to the Principal Funding sub-Account of Subordinated Notes. If the restrictions of Section 3.15(a) prevent the deposit of Card Series Principal Amounts into the Principal Funding sub-Account of any Subordinated Note, the aggregate amount of Card Series Principal Amounts available to make the targeted deposit for such Tranche of Subordinated Notes will be allocated first, to each Tranche of Class A Notes pro rata based on the ratio of (A) the Required Subordinated Amount of Subordinated Notes for such Tranche of Class A Notes to (B) the Required Subordinated Amount of Subordinated Notes for all Class A Notes in the Card Series, second, if applicable, to each Tranche of Class B Notes pro rata based on the ratio of (A) the Required Subordinated Amount of Subordinated Notes for such Tranche of Class B Notes to (B) the Required Subordinated Amount of Subordinated Notes for all Class B Notes in the Card Series and, third, if applicable, to each Tranche of Class C Notes pro rata based on the ratio of (A) the Required Subordinated Amount of Class D Notes for such Tranche of Class C Notes to (B) the Required Subordinated Amount of Class D Notes for all Class C Notes in the Card Series. 43 Section 3.12. Amounts to be Treated as Card Series Principal Amounts; Payments Received from Derivative Counterparties for Principal; Other Deposits to Principal Funding sub-Accounts. The following deposits and payments will be made on the following dates: (a) Amounts to be Treated as Card Series Principal Amounts. In addition to Asset Pool 1 Principal Amounts allocated to the Card Series pursuant to Section 3.3 of the Asset Pool 1 Supplement, the following amounts shall be treated as Card Series Principal Amounts for application in accordance with this Article III for any Monthly Period: (i) Reallocated Card Series Finance Charge Amounts. Card Series Principal Amounts will include Card Series Finance Charge Amounts reallocated to be treated as Card Series Principal Amounts pursuant to Section 3.01(f) or 3.01(g). (ii) Dollar Payments from Derivative Counterparties for Principal. Dollar payments received under Derivative Agreements for principal for any Tranche of Notes will be treated as Card Series Principal Amounts. (iii) Shared Excess Principal Amounts. Any Shared Excess Principal Amounts allocable to the Card Series will be treated as Card Series Principal Amounts pursuant to Section 3.28(a). (iv) Other Amounts. The Terms Document for any Tranche of Notes may include additional amounts which are to be treated as Card Series Principal Amounts for any Distribution Date. (b) Payments Received from Derivative Counterparties. Payments received under Derivative Agreements for Notes with principal payable in foreign currencies will be applied as specified in the applicable Terms Document. (c) Class C Reserve sub-Account. Withdrawals made from the Class C Reserve sub-Account for any Tranche of Class C Notes pursuant to Section 3.23(b) will be deposited into the applicable Principal Funding sub-Account on the Distribution Date. (d) Class D Reserve sub-Account. Withdrawals made from the Class D Reserve sub-Account for any Tranche of Class D Notes pursuant to Section 3.30(b) will be deposited into the applicable Principal Funding sub-Account on the Distribution Date. (e) Asset Sales Proceeds. Asset Sales Proceeds received pursuant to Section 3.20(c)(i) for any Tranche of Notes will be deposited into the applicable Principal Funding sub-Account on the date of receipt by the Issuer. Section 3.13. Withdrawals from Interest Funding Account. Withdrawals made pursuant to this Section 3.13 with respect to any Tranche of Notes will be made from the Interest Funding sub-Account established for that Tranche only after all allocations and reallocations have been made pursuant to Sections 3.02, 3.03, 3.04 and 3.07. In no event will the aggregate amount of the withdrawals from an Interest Funding sub-Account for any month be more than the amount on deposit in the applicable Interest Funding sub-Account. A single Tranche of Notes may be entitled to more than one of the following withdrawals in any month. 44 (a) Withdrawals for Dollar Notes. On each Interest Payment Date (or as specified in the applicable Terms Document) with respect to each Tranche of Dollar Notes, an amount equal to the interest due on the applicable Tranche of Notes on such Interest Payment Date (including any overdue and additional interest with respect to prior Interest Payment Dates) will be withdrawn from that Interest Funding sub-Account and remitted to the applicable Paying Agent(s) or as otherwise provided in the applicable Terms Document. (b) Withdrawals for Foreign Currency Notes with a non-Performing Derivative Agreement for Interest. On each Interest Payment Date (or as specified in the applicable Terms Document) with respect to a Tranche of foreign currency Notes that has a non-Performing Derivative Agreement for interest, the amount specified in the applicable Terms Document will be withdrawn from that Interest Funding sub-Account and, if so specified in the applicable Terms Document, converted to the applicable foreign currency at the Spot Exchange Rate and remitted to the applicable Paying Agent(s) or as otherwise provided in the applicable Terms Document. (c) Withdrawals for Discount Notes. On each applicable Principal Payment Date, with respect to each Tranche of Discount Notes, an amount equal to the amount of the accretion of principal of that Tranche of Notes from the prior Principal Payment Date (or, in the case of the first Principal Payment Date, the date of issuance of that Tranche) to but excluding the applicable Principal Payment Date will be withdrawn from that Interest Funding sub-Account and invested in the Invested Amount of any Collateral Certificate in Asset Pool 1 pursuant to Section 3.17. (d) Withdrawals for Payments to Derivative Counterparties. On each date on which a payment is required to be made to the Derivative Counterparty under the applicable Derivative Agreement (or as specified in the applicable Terms Document) with respect to any Tranche of Notes which has a Performing or non-Performing Derivative Agreement for interest, an amount equal to the amount of the payment to be made to the Derivative Counterparty under the applicable Derivative Agreement (including any overdue payment and any additional interest on overdue payments) will be withdrawn from that Interest Funding sub-Account and paid to the applicable Derivative Counterparty or as otherwise provided in the applicable Terms Document. (e) Excess Amounts. After payment in full of any Tranche of Notes, any amount remaining on deposit in the applicable Interest Funding sub-Account will be first, allocated among and deposited to the Interest Funding sub-Account of the Tranches of Notes in the manner, order and priority set forth in Section 3.03(b), second, allocated among and deposited to the Principal Funding sub-Account of the Tranches of Notes in the manner, order and priority set forth in Section 3.11(b), and third, paid to the holder of the Asset Pool 1 Transferor Interest or, provided that the conditions set forth in Section 10.02 of the Trust Agreement with respect to transfers of a portion of the Beneficial Interest are met, to the designee of the holder of the Asset Pool 1 Transferor Interest as though such designee were a transferee of such portion. If the aggregate amount available for withdrawal from an Interest Funding sub-Account for any Tranche of Notes is less than all withdrawals required to be made from that Interest Funding sub-Account for that Tranche in a month after giving effect to all deposits, then the amounts on deposit in the Interest Funding sub-Account will be withdrawn and, if payable to 45 more than one Person, applied pro rata based on the amounts of the withdrawals required to be made. Section 3.14. Withdrawals from Principal Funding Account. Withdrawals made pursuant to this Section 3.14 with respect to any Tranche of Notes will be made from the Principal Funding sub-Accounts established for that Tranche only after all allocations have been made pursuant to Sections 3.10, 3.11 and 3.12. In no event will the amount of the withdrawal be more than the amount on deposit in the applicable Principal Funding sub-Account. A single Tranche may be entitled to more than one of the following withdrawals with respect to any Monthly Period. (a) Withdrawals for Dollar Notes with no Derivative Agreement for Principal. On each applicable Principal Payment Date (or as specified in the applicable Terms Document) with respect to each Tranche of Dollar Notes that has no Derivative Agreement for principal, an amount equal to the principal due on the applicable Tranche of Notes on the applicable Principal Payment Date will be withdrawn from such Principal Funding sub-Account and remitted to the applicable Paying Agent(s) or as otherwise provided by the applicable Terms Document. (b) Withdrawals for Dollar or Foreign Currency Notes with Performing Derivative Agreements for Principal. On each date on which a payment is required under the applicable Derivative Agreement (or as specified in the applicable Terms Document) with respect to any Tranche of Notes that has a Performing Derivative Agreement for principal, an amount equal to the amount of the payment to be made under the applicable Derivative Agreement will be withdrawn from such Principal Funding sub-Account and paid to the applicable Derivative Counterparty or as otherwise provided by the applicable Terms Document. The Issuer will direct the applicable Derivative Counterparty to remit its payments under the applicable Derivative Agreement to the applicable Paying Agent(s) or as otherwise provided by the applicable Terms Document. (c) Withdrawals for Dollar Notes with a non-Performing Derivative Agreement for Principal. On each applicable Principal Payment Date (or as specified in the applicable Terms Document) with respect to each Tranche of Dollar Notes with a non-Performing Derivative Agreement for principal, the amount specified in the applicable Terms Document will be withdrawn from such Principal Funding sub-Account and remitted to the applicable Paying Agent(s) or as otherwise provided by the applicable Terms Document. (d) Withdrawals for Foreign Currency Notes with non-Performing Derivative Agreements for Principal. On each Principal Payment Date (or as specified in the applicable Terms Document) with respect to a Tranche of foreign currency Notes that has a non-Performing Derivative Agreement for principal, the amount specified in the applicable Terms Document will be withdrawn from such Principal Funding sub-Account and, if so specified in the applicable Terms Document, converted to the applicable foreign currency at the Spot Exchange Rate and remitted to the applicable Paying Agent(s) or as otherwise provided by the applicable Terms Document. (e) Withdrawal of Prefunding Excess Amount. If the Issuer on any date determines with respect to any Class of Class A Note, Class B Notes or Class C Notes that, after giving 46 effect to all issuances, deposits, allocations, reallocations and payments on such date, the Prefunding Excess Amount of that Class is greater than zero, that amount will be withdrawn from the Principal Funding sub-Account of that Class of Notes and first, allocated among and deposited to the Principal Funding sub-Account of the Tranches of Notes in the manner, order and priority set forth in Section 3.11(b), and then, paid to the holder of the Asset Pool 1 Transferor Interest or, provided that the conditions set forth in Section 10.02 of the Trust Agreement with respect to transfers of a portion of the Beneficial Interest are met, to the designee of the holder of the Asset Pool 1 Transferor Interest as though such designee were a transferee of such portion. (f) Legal Maturity Date. On the Legal Maturity Date of any Tranche, after giving effect to any deposits, allocations, reallocations, sales of Collateral or other payments to be made on that date, amounts on deposit in the Principal Funding sub-Account of any Tranche of a Subordinated Class of Notes will be applied to pay principal of that Tranche, to make a payment under a Derivative Agreement with respect to principal of that Tranche or to make other payments as specified in the related Terms Document. (g) Excess Amounts. Upon payment in full of any Tranche of Notes, any remaining amount on deposit in the applicable Principal Funding sub-Account will be first, allocated among and deposited to the Interest Funding sub-Account of the Tranches of Notes in the manner, order and priority set forth in Section 3.03(b), second, allocated among and deposited to the Principal Funding sub-Account of the Tranches of Notes in the manner, order and priority set forth in Section 3.11(b), and third, paid to the holder of the Asset Pool 1 Transferor Interest or, provided that the conditions set forth in Section 10.02 of the Trust Agreement with respect to transfers of a portion of the Beneficial Interest are met, to the designee of the holder of the Asset Pool 1 Transferor Interest as though such designee were a transferee of such portion. If the aggregate amount available for withdrawal from a Principal Funding sub-Account for any Tranche of Notes is less than all withdrawals required to be made from that Principal Funding sub-Account for that Tranche in a month, then the amounts on deposit will be withdrawn and, if payable to more than one Person, applied pro rata based on the amounts of the withdrawals required to be made. Section 3.15. Limit on Deposits to the Principal Funding sub-Account of Subordinated Note; Limit on Repayments of all Tranches. (a) Limit on Deposits to the Principal Funding sub-Account of Subordinated Notes. (i) No Card Series Principal Amounts will be deposited in the Principal Funding sub-Account of any Tranche of Class B Notes of the Card Series, unless, after giving effect to such deposit and any reductions and reallocations on such date, including any resulting changes to the Nominal Liquidation Amount, the Nominal Liquidation Amount of all Class B Notes in the Card Series (other than the Class B Notes for which such deposit is targeted) is at least equal to the Class A Available Subordinated Amount of Class B Notes for all Class A Notes in the Card Series. 47 (ii) No Card Series Principal Amounts will be deposited in the Principal Funding sub-Account of any Tranche of Class C Notes of the Card Series and no funds will be released from a Class C Reserve sub-Account to pay principal on any Tranche of Class C Notes, unless, after giving effect to such deposit or release and any reductions and reallocations on such date, including any resulting changes to the Nominal Liquidation Amount, the following conditions are satisfied: (x) the Nominal Liquidation Amount of all Class C Notes in the Card Series (other than the Class C Notes for which such deposit is targeted) is at least equal to the Class A Available Subordinated Amount of Class C Notes for all Class A Notes in the Card Series; and (y) the Nominal Liquidation Amount of all Class C Notes in the Card Series (other than the Class C Notes for which such deposit is targeted) is at least equal to the Class B Available Subordinated Amount of Class C Notes for all Class B Notes in the Card Series. (iii) No Card Series Principal Amounts will be deposited in the Principal Funding sub-Account of any Tranche of Class D Notes of the Card Series and no funds will be released from a Class D Reserve sub-Account to pay principal on any Tranche of Class D Notes, unless, after giving effect to such deposit or release and any reductions and reallocations on such date, including any resulting changes to the Nominal Liquidation Amount, the following conditions are satisfied: (x) the Nominal Liquidation Amount of all Class D Notes in the Card Series (other than the Class D Notes for which such deposit is targeted) is at least equal to the Class A Available Subordinated Amount of Class D Notes for all Class A Notes in the Card Series; (y) the Nominal Liquidation Amount of all Class D Notes in the Card Series (other than the Class D Notes for which such deposit is targeted) is at least equal to the Class B Available Subordinated Amount of Class D Notes for all Class B Notes in the Card Series; and (z) the Nominal Liquidation Amount of all Class D Notes in the Card Series (other than the Class D Notes for which such deposit is targeted) is at least equal to the Class C Available Subordinated Amount of Class D Notes for all Class C Notes in the Card Series. (iv) Notwithstanding anything in the Indenture, the Asset Pool 1 Supplement or this Indenture Supplement to the contrary, Card Series Principal Amounts will be deposited in the Principal Funding sub-Account of a Subordinated Note, if and only to the extent that such deposit is not contrary to clause (a)(i), (a)(ii) or (a)(iii) above and (ii) the Prefunding Target Amount for each Senior Class of Notes is zero. 48 (v) This Section 3.15(a) shall not prevent deposits to the Principal Funding sub-Account of a Tranche of Subordinated Notes on the Legal Maturity Date of such Tranche (or, if the Legal Maturity Date of such Tranche is not a Distribution Date, on the Distribution Date immediately preceding such Legal Maturity Date). (b) Limit on Repayments of all Tranches. No amounts on deposit in a Principal Funding sub-Account for any Tranche of Class A Notes or Class B Notes will be applied to pay principal of that Tranche or to make a payment under a Derivative Agreement with respect to principal of that Tranche in excess of the highest Outstanding Dollar Principal Amount of that Tranche (or, in the case of foreign currency notes, such other amount that may be specified in the related Terms Document). In the case of any Tranche of Class C Notes, no amounts on deposit in a Principal Funding sub-Account or, if applicable, a Class C Reserve sub-Account for any such Tranche will be applied to pay principal of that Tranche or to make a payment under a Derivative Agreement with respect to principal of that Tranche in excess of the highest Outstanding Dollar Principal Amount of that Tranche (or, in the case of foreign currency notes, such other amount that may be specified in the related Terms Document). In the case of any Tranche of Class D Notes, no amounts on deposit in a Principal Funding sub-Account or, if applicable, a Class D Reserve sub-Account for any such Tranche will be applied to pay principal of that Tranche or to make a payment under a Derivative Agreement with respect to principal of that Tranche in excess of the highest Outstanding Dollar Principal Amount of that Tranche (or, in the case of foreign currency notes, such other amount that may be specified in the related Terms Document). Section 3.16. Calculation of Nominal Liquidation Amount. On or prior to each Distribution Date, the Issuer shall calculate the Nominal Liquidation Amount of each Tranche of Outstanding Notes in the Card Series, which shall be the following amount: (a) as of the date of issuance of such Tranche of Notes, the Initial Dollar Principal Amount of such Tranche of Notes; and (b) thereafter, the sum of, without duplication: (i) the Nominal Liquidation Amount of such Tranche of Notes immediately after the prior date of determination; plus (ii) the aggregate amount of any increases in the Outstanding Dollar Principal Amount of such Tranche of Card Series Notes during the current Monthly Period due to the issuance of additional Notes of such Tranche of Card Series Notes since the prior date of determination; plus (iii) with respect to any Tranche of Discount Notes, the aggregate amount of any accretions of principal on that Tranche paid to the Master Trust for investment in the Invested Amount pursuant to Section 3.17 since the prior date of determination; plus (iv) the aggregate amount withdrawn from the Principal Funding sub-Account pursuant to Section 3.14(e) for such Tranche since the prior date of determination; plus 49 (v) such Tranche's allocable share of all reimbursements of its Nominal Liquidation Amount Deficit pursuant to Section 3.01(g) since the prior date of determination determined as set forth in Section 3.06; minus (vi) such Tranche's allocable share of all reallocations of Card Series Principal Amounts pursuant to Section 3.07 since the prior date of determination, determined as set forth in Section 3.08; minus (vii) the amount of the reduction of the Nominal Liquidation Amount of such Tranche resulting from an allocation of Investor Charge-Offs since the prior date of determination, determined as set forth in Section 3.05; minus (viii) the amount deposited in the applicable Principal Funding sub-Account for such Tranche (after giving effect to any deposits, allocations, reallocations or withdrawals to be made on that day) since the prior date of determination; provided, however, that (1) the Nominal Liquidation Amount of a Tranche of Notes may never be less than zero, (2) the Nominal Liquidation Amount of any Tranche of Notes may never be greater than the Outstanding principal amount of such Tranche and (3) the Nominal Liquidation Amount of any Tranche of Notes that has caused a sale of Collateral pursuant to Section 3.20 will be zero. The Nominal Liquidation Amount for the Card Series will be the sum of the Nominal Liquidation Amounts of all of the Tranches of Notes of the Card Series. Section 3.17. Reinvestment in the COMT Collateral Certificate. The amount of principal accreted on any Tranche of Discount Notes available pursuant to Section 3.13(c) will be paid to the Issuer to increase the Invested Amount of any Collateral Certificate in Asset Pool 1. Section 3.18. Netting of Deposits and Payments. The Issuer, in its sole discretion, may make all deposits to Interest Funding sub-Accounts and Principal Funding sub-Accounts pursuant to Sections 3.02 and 3.10 with respect to any Monthly Period net of, and after giving effect to, (a) all reallocations to be made pursuant to Section 3.07, (b) all payments to be made to Derivative Counterparties pursuant to Sections 3.13 and 3.14, (c) all reinvestments in the Invested Amount of the COMT Collateral Certificate to be made pursuant to Section 3.17 and (d) all payments to the holder of the Asset Pool 1 Transferor Interest or its designee pursuant to Section 3.07(i). Section 3.19. Pro rata Payments within a Tranche. All payments of principal, interest or other amounts to Holders of the Notes of a single Tranche will be made pro rata based on the Stated Principal Amount of their Notes. Section 3.20. Sale of Collateral for Accelerated Notes. (a) (i) If a Tranche of Notes has been accelerated pursuant to Section 602 of the Indenture following an Event of Default, the Indenture Trustee may, and at the direction of the Majority Holders of that Tranche of Notes will, sell Collateral (or interests therein) pledged for 50 the benefit of Holders the Asset Pool 1 Notes in an amount up to the Nominal Liquidation Amount of the affected Tranche plus any accrued, past due or additional interest on the affected Tranche. (ii) Such a sale will be permitted only if at least one of the following conditions is met: (A) the Holders of 90% of the aggregate Outstanding Dollar Principal Amount of the accelerated Tranche of Notes consent; (B) the net proceeds of such sale (plus amounts on deposit in the applicable sub-Accounts and payments to be received from any applicable Derivative Agreement, any Supplemental Credit Enhancement Provider or any Supplemental Liquidity Provider) would be sufficient to pay all amounts due on the accelerated Tranche of Notes; or (C) the Indenture Trustee determines that the funds to be allocated to the accelerated Tranche of Notes, including (1) Card Series Finance Charge Amounts and Card Series Principal Amounts allocable to the accelerated Tranche of Notes, (2) payments to be received under any applicable Derivative Agreement, Supplemental Credit Enhancement Agreement or Supplemental Liquidity Agreement and (3) amounts on deposit in the applicable sub-Accounts, may not be sufficient on any ongoing basis to make payments on the accelerated Tranche of Notes as such payments would have become due if such obligations had not been declared due and payable, and the Holders of 66?% of the principal amount of the accelerated Tranche of Notes consent to the sale. (iii) In the case of an acceleration of a Tranche of Notes of a Subordinated Class, if the provisions of Section 3.15 would prevent the payment of the accelerated Tranche of subordinated Notes, such sale will be delayed until a level of prefunding of the Principal Funding sub-Accounts for the Senior Classes of Notes of that Series has been reached such that the amount of such accelerated Tranche is no longer required to provide subordination for the Senior Classes of Notes. (b) If the Nominal Liquidation Amount with respect to any Tranche of Notes is greater than zero on its Legal Maturity Date (after giving effect to any adjustments, deposits and distributions otherwise to be made on that Legal Maturity Date), the Indenture Trustee shall sell Collateral (or interests therein) pledged for the benefit of the Holders of the Asset Pool 1 Notes on that Legal Maturity Date in an amount up to the Nominal Liquidation Amount of the affected Tranche plus any accrued, past due and additional interest on the affected Tranche. (c) Sales proceeds received with respect to a Tranche of Notes pursuant to clause (a) or (b) will be allocated in the following priority: (i) first, to be deposited in the Principal Funding sub-Account for that Tranche of Notes, an amount up to the amount that would be necessary to increase the aggregate amount on deposit in such sub-Account to the principal amount for such Tranche of Notes (notwithstanding any limitation in Section 3.10 to the contrary); and 51 (ii) second, to be deposited in the Interest Funding sub-Account of that Tranche of Notes, the balance of such sales proceeds. (d) Any amount remaining on deposit in the Interest Funding sub-Account for a Tranche of Notes that has caused a sale of Collateral pursuant to this Section 3.20 after final payment thereof pursuant to Section 3.5 of the Asset Pool 1 Supplement will be treated as Card Series Finance Charge Amounts. Section 3.21. Calculation of Prefunding Target Amount. (a) The Prefunding Target Amount for any Tranche of Class A Notes for any day during any Monthly Period means an amount, not less than zero, equal to the sum of the following amounts: (i) for each Tranche of Class A Notes with a Required Subordinated Amount of Class B Notes greater than zero, the product of (x) the aggregate Adjusted Outstanding Dollar Principal Amount of such Tranche of Class A Notes as of the end of the preceding Monthly Period (taking into consideration any deposits or withdrawals to be made on the related Distribution Date) times (y) one minus a fraction (which shall not exceed one) the numerator of which is the aggregate Adjusted Outstanding Dollar Principal Amount of all Tranches of Outstanding Class B Notes (other than Tranches of Class B Notes which have (A) had Early Redemption Events or other mandatory or optional redemption events in which such Tranches are to be redeemed in full in or with respect to any preceding Monthly Period, (B) had Events of Default in or with respect to any preceding Monthly Period, or (C) reached or are expected to reach their final or only Expected Principal Payment Date in or with respect to that Monthly Period or earlier Monthly Periods) and the denominator of which is the aggregate Required Subordinated Amount of Class B Notes for all Tranches of Class A Notes of which are Outstanding as of the end of the preceding Monthly Period (taking into consideration any deposits or withdrawals to be made on the related Distribution Date); (ii) for each Tranche of Class A Notes with a Required Subordinated Amount of Class C Notes greater than zero, the product of (x) the aggregate Adjusted Outstanding Dollar Principal Amount of such Tranche of Class A Notes as of the end of the preceding Monthly Period (taking into consideration any deposits or withdrawals to be made on the related Distribution Date) times (y) one minus a fraction (which shall not exceed one) the numerator of which is the aggregate Adjusted Outstanding Dollar Principal Amount of all Tranches of Outstanding Class C Notes (other than Tranches of Class C Notes which have (A) had Early Redemption Events or other mandatory or optional redemption events in which such Tranches are to be redeemed in full in or with respect to any preceding Monthly Period, (B) had Events of Default in or with respect to any preceding Monthly Period, or (C) reached or are expected to reach their final or only Expected Principal Payment Date in or with respect to that Monthly Period or earlier Monthly Periods) and the denominator of which is the sum of (1) the aggregate Required Subordinated Amount of Class C Notes for all Tranches of Class A Notes which are Outstanding as of the end of the preceding Monthly Period which have a Class A Required Subordinated Amount of Class B Notes equal to zero and (2) the aggregate Required Subordinated Amount of 52 Class C Notes for all Tranches of Class B Notes which are Outstanding as of the end of the preceding Monthly Period (in each case, taking into consideration any deposits or withdrawals to be made on the related Distribution Date); and (iii) for each Tranche of Class A Notes with a Required Subordinated Amount of Class D Notes greater than zero, the product of (x) the aggregate Adjusted Outstanding Dollar Principal Amount of such Tranche of Class A Notes as of the end of the preceding Monthly Period (taking into consideration any deposits or withdrawals to be made on the related Distribution Date) times (y) one minus a fraction (which shall not exceed one) the numerator of which is the aggregate Adjusted Outstanding Dollar Principal Amount of all Tranches of Outstanding Class D Notes (other than Tranches of Class D Notes which have (A) had Early Redemption Events or other mandatory or optional redemption events in which such Tranches are to be redeemed in full in or with respect to any preceding Monthly Period, (B) had Events of Default in or with respect to any preceding Monthly Period, or (C) reached or are expected to reach their final or only Expected Principal Payment Date in or with respect to that Monthly Period or earlier Monthly Periods) and the denominator of which is the greater of (1) the sum of (X) the aggregate Required Subordinated Amount of Class D Notes for all Tranches of Class A Notes which are Outstanding as of the end of the preceding Monthly Period which have a Required Subordinated Amount of Class B Notes equal to zero and (Y) the aggregate Required Subordinated Amount of Class D Notes for all Tranches of Class B Notes which are Outstanding as of the end of the preceding Monthly Period (in each case, taking into consideration any deposits or withdrawals to be made on the related Distribution Date) and (2) the aggregate Required Subordinated Amount of Class D Notes for all Tranches of Class C Notes which are Outstanding as of the end of the preceding Monthly Period (taking into consideration any deposits or withdrawals to be made on the related Distribution Date). (b) The Prefunding Target Amount for any Tranche of Class B Notes for any day during any Monthly Period means an amount, not less than zero, equal to the sum of the following amounts: (i) for each Tranche of Class B Notes with a Required Subordinated Amount of Class C Notes greater than zero, the product of (x) the aggregate Adjusted Outstanding Dollar Principal Amount of such Tranche of Class B Notes as of the end of the preceding Monthly Period (taking into consideration any deposits or withdrawals to be made on the related Distribution Date) times (y) one minus a fraction (which shall not exceed one) the numerator of which is the aggregate Adjusted Outstanding Dollar Principal Amount of all Tranches of Outstanding Class C Notes (other than Tranches of Class C Notes which have (A) had Early Redemption Events or other mandatory or optional redemption events in which such Tranches are to be redeemed in full in or with respect to any preceding Monthly Period, (B) had Events of Default in or with respect to any preceding Monthly Period, or (C) reached or are expected to reach their final or only Expected Principal Payment Date in or with respect to that Monthly Period or earlier Monthly Periods) and the denominator of which is the sum of (1) the aggregate Required Subordinated Amount of Class C Notes for all Tranches of Class A Notes which are Outstanding as of the end of the preceding Monthly Period which have a Class A Required Subordinated Amount 53 of Class B Notes equal to zero and (2) the aggregate Required Subordinated Amount of Class C Notes for all Tranches of Class B Notes which are Outstanding as of the end of the preceding Monthly Period (in each case, taking into consideration any deposits or withdrawals to be made on the related Distribution Date); and (ii) for each Tranche of Class B Notes with a Required Subordinated Amount of Class D Notes greater than zero, the product of (x) the aggregate Adjusted Outstanding Dollar Principal Amount of such Tranche of Class B Notes as of the end of the preceding Monthly Period (taking into consideration any deposits or withdrawals to be made on the related Distribution Date) times (y) one minus a fraction (which shall not exceed one) the numerator of which is the aggregate Adjusted Outstanding Dollar Principal Amount of all Tranches of Outstanding Class D Notes (other than Tranches of Class D Notes which have (A) had Early Redemption Events or other mandatory or optional redemption events in which such Tranches are to be redeemed in full in or with respect to any preceding Monthly Period, (B) had Events of Default in or with respect to any preceding Monthly Period, or (C) reached or are expected to reach their final or only Expected Principal Payment Date in or with respect to that Monthly Period or earlier Monthly Periods) and the denominator of which is the greater of (1) the sum of (X) the aggregate Required Subordinated Amount of Class D Notes for all Tranches of Class A Notes which are Outstanding as of the end of the preceding Monthly Period which have a Required Subordinated Amount of Class B Notes equal to zero and (Y) the aggregate Required Subordinated Amount of Class D Notes for all Tranches of Class B Notes which are Outstanding as of the end of the preceding Monthly Period (in each case, taking into consideration any deposits or withdrawals to be made on the related Distribution Date) and (2) the aggregate Required Subordinated Amount of Class D Notes for all Tranches of Class C Notes which are Outstanding as of the end of the preceding Monthly Period (taking into consideration any deposits or withdrawals to be made on the related Distribution Date). (c) The Prefunding Target Amount for any Tranche of Class C Notes with a Required Subordinated Amount of Class D Notes greater than zero for any day during any Monthly Period means an amount, not less than zero, equal to the product of (x) the aggregate Adjusted Outstanding Dollar Principal Amount of such Tranche of Class C Notes as of the end of the preceding Monthly Period (taking into consideration any deposits or withdrawals to be made on the related Distribution Date) times (y) one minus a fraction (which shall not exceed one) the numerator of which is the aggregate Adjusted Outstanding Dollar Principal Amount of all Tranches of Outstanding Class D Notes (other than Tranches of Class D Notes which have (A) had Early Redemption Events or other mandatory or optional redemption events in which such Tranches are to be redeemed in full in or with respect to any preceding Monthly Period, (B) had Events of Default in or with respect to any preceding Monthly Period, or (C) reached or are expected to reach their final or only Expected Principal Payment Date in or with respect to that Monthly Period or earlier Monthly Periods) and the denominator of which is the greater of (1) the sum of (X) the aggregate Required Subordinated Amount of Class D Notes for all Tranches of Class A Notes which are Outstanding as of the end of the preceding Monthly Period which have a Required Subordinated Amount of Class B Notes equal to zero and (Y) the aggregate Required Subordinated Amount of Class D Notes for all Tranches of Class B Notes which are Outstanding as of the end of the preceding Monthly Period (in each case, taking into 54 consideration any deposits or withdrawals to be made on the related Distribution Date) and (2) the aggregate Required Subordinated Amount of Class D Notes for all Tranches of Class C Notes which are Outstanding as of the end of the preceding Monthly Period (taking into consideration any deposits or withdrawals to be made on the related Distribution Date). (d) On any day during any Monthly Period on which the Prefunding Target Amount for any Tranche of senior Notes first exceeds zero, the Issuer will notify the Master Trust pursuant to Section 4.05 of the Series 2002-CC Supplement and the Note Rating Agencies of such event. Section 3.22. Targeted Deposits to the Class C Reserve Account. (a) The aggregate deposit targeted to be made to the Class C Reserve Account with respect to each Distribution Date is an amount equal to the sum of Class C Reserve sub-Account deposits, if any, targeted to be made for each specified Tranche of Class C Notes. The amount of any such deposit, the aggregate amount targeted to be on deposit after giving effect to any such deposit and the circumstances that require that a deposit be made will be set forth in the Terms Document for such Tranche of Class C Notes. Unless another time is specified for making such deposits in the Terms Document for each such Tranche of Class C Notes, these deposits will be made on each Distribution Date. (b) If the amount of funds available for a Distribution Date pursuant to Section 3.01(i) is at least equal to the aggregate amount of the deposits targeted by clause (a) above, then the full amount of each such deposit will be made. (c) If the amount of funds available for a Distribution Date pursuant to Section 3.01(i) is less than the aggregate amount of deposits targeted by clause (a) above, then the amount available will be allocated to each Tranche of Class C Notes to the extent of its targeted deposit to the applicable Class C Reserve sub-Account pro rata based on the ratio of the Floating Allocation Amount for such Monthly Period for such Tranche of Class C Notes to the Floating Allocation Amount for such Monthly Period for all the Class C Notes in the Card Series that have a targeted deposit to its Class C Reserve sub-Account for such Monthly Period; provided, however, that any excess identified in this clause (c), including in the application of this proviso, will be allocated to each Tranche of Class C Notes which has a remaining targeted deposit to its Class C Reserve sub-Account up to the amount of such remaining targeted deposit pro rata based on the ratio of the Floating Allocation Amount for such Monthly Period for such Tranche of Class C Notes to the Floating Allocation Amount for such Monthly Period for all the Class C Notes in the Card Series that have a remaining targeted deposit to its Class C Reserve sub-Account for such Monthly Period. Section 3.23. Withdrawals from the Class C Reserve Account. Withdrawals for any Tranche of Class C Notes will be made from the applicable Class C Reserve sub-Account as specified below. (a) Payments of Interest; Payments with Respect to Derivative Agreements for Interest, Accretion on Discount Notes. If the amount on deposit in the Interest Funding sub-Account for any Tranche of Class C Notes is insufficient to pay in full the amounts for which 55 withdrawals are required under Section 3.13, on such payment date an amount equal to that deficiency will be withdrawn from the Class C Reserve sub-Account for such Tranche of Class C Notes and deposited into that Interest Funding sub-Account for such Tranche of Class C Notes. (b) Payments of Principal; Payments with Respect to Derivative Agreements for Principal. If, on and after the earliest to occur of (i) the date on which any Tranche of Class C Notes are accelerated pursuant to Section 602 of the Indenture following an Event of Default with respect to such Tranche of Class C Notes, (ii) any date on or after the Expected Principal Payment Date on which the amount on deposit in the Principal Funding sub-Account for any Tranche of Class C Notes plus the aggregate amount on deposit in the Class C Reserve sub-Account for such Tranche of the Class C Notes equals or exceeds the Outstanding Dollar Principal Amount of such Tranche of Class C Notes, provided deposits to the Principal Funding sub-Account of such Tranche of Class C Notes are permitted pursuant to Section 3.15, and (iii) the Legal Maturity Date for any Tranche of Class C Notes, the amount on deposit in the Principal Funding sub-Account for any Tranche of Class C Notes is insufficient to pay in full the amounts for which withdrawals are required under Section 3.14, an amount equal to that deficiency will be withdrawn from that Class C Reserve sub-Account for such Tranche of Class C Notes and deposited into that Principal Funding sub-Account for such Tranche of Class C Notes on the Distribution Date before the date of the applicable withdrawal required pursuant to Section 3.14. (c) Withdrawal of Excess Amounts. If on any Distribution Date with respect to which no Class C Notes have been accelerated, the aggregate amount on deposit in the Class C Reserve Account exceeds the amount required to be on deposit in such Class C Reserve Account, the amount of such excess will be withdrawn from the Class C Reserve Account and first, allocated among and deposited to the Class C Reserve sub-Account of the Tranches of Class C Notes in the manner, order and priority set forth in Section 3.22(c), and then, applied in accordance with the provisions of, and the priority set forth in, Sections 3.01(j) through (m). Upon payment in full of any Tranche of Class C Notes, any amount remaining on deposit in the applicable Class C Reserve sub-Account will be applied in accordance with the preceding sentence. Section 3.24. Targeted Deposits to the Accumulation Reserve Account. (a) The aggregate deposit targeted to be made to the Accumulation Reserve Account with respect to each Monthly Period is an amount equal to the sum of Accumulation Reserve sub-Account deposits, if any, targeted to be made for each specified Tranche of Notes. The amount of any such deposit, the aggregate amount targeted to be on deposit after giving effect to any such deposit and the circumstances that require that a deposit be made will be set forth in the Terms Document for such Tranche of Notes. Unless another time is specified for making such deposits in the Terms Document for each such Tranche of Notes, these deposits will be made on each Distribution Date. (b) If the amount of funds available for a Monthly Period pursuant to Section 3.01(h) is at least equal to the aggregate amount of the deposits targeted by clause (a) above, then the full amount of each such deposit will be made. 56 (c) If the amount of funds available for a Monthly Period pursuant to Section 3.01(h) is less than the aggregate amount of deposits targeted by clause (a) above, then the amount available will be allocated to each Tranche of Notes to the extent of its targeted deposit to the applicable Accumulation Reserve sub-Account pro rata based on the ratio of the Floating Allocation Amount for such Monthly Period for such Tranche of Notes to the Floating Allocation Amount for such Monthly Period for all Tranches of Notes in the Card Series that have a targeted deposit to its Accumulation Reserve sub-Account for such Monthly Period; provided, however, that any excess identified in this clause (c), including in the application of this proviso, will be allocated to each Tranche of Notes which has a remaining targeted deposit to its Accumulation Reserve sub-Account up to the amount of such remaining targeted deposit pro rata based on the ratio of the Floating Allocation Amount for such Monthly Period for such Tranche of Notes to the Floating Allocation Amount for such Monthly Period for all the Tranches of Notes in the Card Series that have a remaining targeted deposit to its Accumulation Reserve sub-Account for such Monthly Period. Section 3.25. Withdrawals from the Accumulation Reserve Account. Withdrawals for any Tranche of Notes will be made from the applicable Accumulation Reserve sub-Account as specified below. (a) Interest. On or prior to each Distribution Date, the Issuer will calculate the PFA Accumulation Earnings Shortfall (if any) for the Principal Funding sub-Account for each Tranche of Notes. If there is any PFA Accumulation Earnings Shortfall for any Principal Funding sub-Account for that Distribution Date or any prior Distribution Date for any Tranche of Notes, the Issuer will withdraw such amount from the applicable Accumulation Reserve sub-Account, to the extent available, for treatment as Card Series Finance Charge Amounts for such Monthly Period. (b) Payment to Issuer. If on any Distribution Date the aggregate amount on deposit in the Accumulation Reserve Account exceeds the amount required to be on deposit in the Accumulation Reserve Account, the amount of such excess will be withdrawn from the Accumulation Reserve Account and applied in accordance with Section 3.01(i) through (m). Section 3.26. Computation of Interest. (a) Unless otherwise provided as contemplated in Section 301 of the Indenture, (i) interest on the Notes computed at a fixed rate will be calculated on the basis of a 360-day year of twelve 30-day months and (ii) interest on Notes computed on the basis of a floating or periodic rate will be calculated on the basis of a 360-day year for the actual number of days elapsed. (b) Unless otherwise specified in this Indenture Supplement or the applicable Terms Document, interest for any period will be calculated from and including the first day of such period, to but excluding the last day of such period. 57 Section 3.27. Excess Finance Charge Amounts Sharing. (a) Shared Excess Finance Charge Amounts allocable to the Card Series on any Distribution Date shall be treated as Card Series Finance Charge Amounts for such Distribution Date. (b) Shared Excess Finance Charge Amounts allocable to the Card Series with respect to any Distribution Date shall mean an amount equal to the Series Finance Charge Amounts Shortfall, if any, with respect to the Card Series for such Distribution Date; provided, however, that if the aggregate amount of Shared Excess Finance Charge Amounts for all Excess Finance Charge Amounts Sharing Series in Excess Finance Charge Amounts Sharing Group A for such Distribution Date is less than the Aggregate Series Finance Charge Amounts Shortfall for such Distribution Date, then Shared Excess Finance Charge Amounts allocable to the Card Series on such Distribution Date shall equal the product of (i) Shared Excess Finance Charge Amounts for all Excess Finance Charge Amounts Sharing Series in Excess Finance Charge Amounts Sharing Group A for such Distribution Date and (ii) a fraction, the numerator of which is the Series Finance Charge Amounts Shortfall with respect to the Card Series for such Distribution Date and the denominator of which is the Aggregate Series Finance Charge Amounts Shortfall for all Excess Finance Charge Amounts Sharing Series in Excess Finance Charge Amounts Sharing Group A for such Distribution Date. (c) On any Distribution Date, the amount of Shared Excess Finance Charge Amounts available pursuant to Section 3.01(l) shall be allocated: (i) first, to Series of Asset Pool 1 Notes with Series Finance Charge Amounts Shortfalls (as such term is defined in the related Indenture Supplements) in Excess Finance Charge Amounts Sharing Group A; (ii) second, to the extent available after the allocation pursuant to Section 3.27(c)(i), to Series of Asset Pool 1 Notes with Series Finance Charge Amounts Shortfalls (as such term is defined in the related Indenture Supplements) not included in Excess Finance Charge Amounts Sharing Group A; (iii) third, to the extent available after the allocation pursuant to Section 3.27(c)(ii), to the Master Trust for distribution to Series of Investor Certificates issued pursuant to the COMT Pooling and Servicing Agreement with Finance Charge Shortfalls (as such term is defined in the related Series Supplements); and (iv) fourth, to the extent available after the allocation pursuant to Section 3.27(c)(iii), to Series of Notes with Series Finance Charge Amounts Shortfalls (as such term is defined in the related Indenture Supplements) not secured by Asset Pool 1. 58 Section 3.28. Excess Available Principal Amount Sharing. (a) Shared Excess Principal Amounts allocable to the Card Series on any Distribution Date shall be treated as Card Series Principal Amounts for such Distribution Date. (b) Shared Excess Principal Amounts allocable to the Card Series with respect to any Distribution Date shall mean an amount equal to the Series Principal Amounts Shortfall, if any, with respect to the Card Series for such Distribution Date; provided, however, that if the aggregate amount of Shared Excess Principal Amounts for all Excess Principal Amounts Sharing Series in Excess Principal Amounts Sharing Group A for such Distribution Date is less than the Aggregate Series Principal Amounts Shortfall for such Distribution Date, then Shared Excess Principal Amounts allocable to the Card Series on such Distribution Date shall equal the product of (i) Shared Excess Principal Amounts for all Excess Principal Amounts Sharing Series in Excess Principal Amounts Sharing Group A for such Distribution Date and (ii) a fraction, the numerator of which is the Series Principal Amounts Shortfall with respect to the Card Series for such Distribution Date and the denominator of which is the Aggregate Series Principal Amounts Shortfall for all Excess Principal Amounts Sharing Series in Excess Principal Amounts Sharing Group A for such Distribution Date. (c) On any Distribution Date, the amount of Shared Excess Principal Amounts available pursuant to Section 3.07(h) shall be allocated: (i) first, to Series of Asset Pool 1 Notes with Series Principal Amounts Shortfalls (as such term is defined in the related Indenture Supplements) in Excess Principal Amounts Sharing Group A; (ii) second, to the extent available after the allocation pursuant to Section 3.28(c)(ii), to Series of Asset Pool 1 Notes with Series Principal Amounts Shortfalls (as such term is defined in the related Indenture Supplements) not included in Excess Principal Amounts Sharing Group A; and (iii) third, to the extent available after the allocation pursuant to Section 3.28(c)(iii), to the Master Trust for distribution to Series of Investor Certificates issued pursuant to the COMT Pooling and Servicing Agreement with Principal Shortfalls (as such term is defined in the related Series Supplements). Section 3.29. Targeted Deposits to the Class D Reserve Account. (a) The aggregate deposit targeted to be made to the Class D Reserve Account with respect to each Distribution Date is an amount equal to the sum of Class D Reserve sub-Account deposits, if any, targeted to be made for each specified Tranche of Class D Notes. The amount of any such deposit, the aggregate amount targeted to be on deposit after giving effect to any such deposit and the circumstances that require that a deposit be made will be set forth in the Terms Document for such Tranche of Class D Notes. Unless another time is specified for making such deposits in the Terms Document for each such Tranche of Class D Notes, these deposits will be made on each Distribution Date. 59 (b) If the amount of funds available for a Distribution Date pursuant to Section 3.01(j) is at least equal to the aggregate amount of the deposits targeted by clause (a) above, then the full amount of each such deposit will be made. (c) If the amount of funds available for a Distribution Date pursuant to Section 3.01(j) is less than the aggregate amount of deposits targeted by clause (a) above, then the amount available will be allocated to each Tranche of Class D Notes to the extent of its targeted deposit to the applicable Class D Reserve sub-Account pro rata based on the ratio of the Floating Allocation Amount for such Monthly Period for such Tranche of Class D Notes to the Floating Allocation Amount for such Monthly Period for all the Class D Notes in the Card Series that have a targeted deposit to its Class D Reserve sub-Account for such Monthly Period; provided, however, that any excess identified in this clause (c), including in the application of this proviso, will be allocated to each Tranche of Class D Notes which has a remaining targeted deposit to its Class D Reserve sub-Account up to the amount of such remaining targeted deposit pro rata based on the ratio of the Floating Allocation Amount for such Monthly Period for such Tranche of Class D Notes to the Floating Allocation Amount for such Monthly Period for all the Class D Notes in the Card Series that have a remaining targeted deposit to its Class D Reserve sub-Account for such Monthly Period. Section 3.30. Withdrawals from the Class D Reserve Account. Withdrawals for any Tranche of Class D Notes will be made from the applicable Class D Reserve sub-Account as specified below. (a) Payments of Interest; Payments with Respect to Derivative Agreements for Interest, Accretion on Discount Notes. If the amount on deposit in the Interest Funding sub-Account for any Tranche of Class D Notes is insufficient to pay in full the amounts for which withdrawals are required under Section 3.13, on such payment date an amount equal to that deficiency will be withdrawn from the Class D Reserve sub-Account for such Tranche of Class D Notes and deposited into that Interest Funding sub-Account for such Tranche of Class D Notes. (b) Payments of Principal; Payments with Respect to Derivative Agreements for Principal. If, on and after the earliest to occur of (i) the date on which any Tranche of Class D Notes are accelerated pursuant to Section 602 of the Indenture following an Event of Default with respect to such Tranche of Class D Notes, (ii) any date on or after the Distribution Date immediately preceding the Expected Principal Payment Date on which the amount on deposit in the Principal Funding sub-Account for any Tranche of Class D Notes plus the aggregate amount on deposit in the Class D Reserve sub-Account for such Tranche of the Class D Notes equals or exceeds the Outstanding Dollar Principal Amount of such Tranche of Class D Notes, provided deposits to the Principal Funding sub-Account of such Tranche of Class D Notes are permitted pursuant to Section 3.15, and (iii) the Legal Maturity Date for any Tranche of Class D Notes, the amount on deposit in the Principal Funding sub-Account for any Tranche of Class D Notes is insufficient to pay in full the amounts for which withdrawals are required under Section 3.14, an amount equal to that deficiency will be withdrawn from that Class D Reserve sub-Account for such Tranche of Class D Notes and deposited into that Principal Funding sub-Account for such Tranche of Class D Notes on the Distribution Date before the date of the applicable withdrawal required pursuant to Section 3.14. 60 (c) Withdrawal of Excess Amounts. If on any Distribution Date with respect to which no Class D Notes have been accelerated, the aggregate amount on deposit in the Class D Reserve Account exceeds the amount required to be on deposit in such Class D Reserve Account, the amount of such excess will be withdrawn from the Class D Reserve Account and first, allocated among and deposited to the Class D Reserve sub-Account of the Tranches of Class D Notes in the manner, order and priority set forth in Section 3.29(c), and then, applied in accordance with the provisions of, and the priority set forth in, Sections 3.01(k) through (m). Upon payment in full of any Tranche of Class D Notes, any amount remaining on deposit in the applicable Class D Reserve sub-Account will be applied in accordance with the preceding sentence. [END OF ARTICLE III] 61 ARTICLE IV Early Redemption of Notes Section 4.01. Early Redemption Events. (a) In addition to the events identified as Early Redemption Events in Section 1101 of the Indenture, each of the following events will be an "Early Redemption Event" with respect to the Card Series Notes: (i) if for any month, the average of the Excess Spread Amounts for the three preceding Monthly Periods is less than the Required Excess Spread Amount for such month; or (ii) the occurrence of any Pay Out Event as defined in the COMT Pooling and Servicing Agreement or any Pay Out Event pursuant to Section 6.01 of the Series 2002-CC Supplement, or, if the Note Rating Agencies require upon the addition of any Collateral Certificate (other than the COMT Collateral Certificate) to Asset Pool 1, the occurrence of a Pay Out Event (as such term is defined in the related Pooling and Servicing Agreement and Series Supplement) with respect to any Collateral Certificate that has been added to Asset Pool 1. (b) In addition, the Terms Document for any Tranche of Notes may list additional events which are "Early Redemption Events" with respect to such Tranche of Notes. [END OF ARTICLE IV] 62 ARTICLE V Issuer Accounts and Investments Section 5.01. Issuer Accounts. (a) On or before the Closing Date, the Indenture Trustee will cause to be established and maintained five Eligible Deposit Accounts denominated as follows: the "Interest Funding Account," "Principal Funding Account," the "Accumulation Reserve Account," the "Class C Reserve Account" and the "Class D Reserve Account" in the name of the Indenture Trustee, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Card Series Noteholders (or, in the case of the Class C Reserve Account, for the benefit of the Class C Noteholders or, in the case of the Class D Reserve Account, for the benefit of the Class D Noteholders). The Interest Funding Account, the Principal Funding Account, the Accumulation Reserve Account, the Class C Reserve Account and the Class D Reserve Account constitute Supplemental Issuer Accounts, shall be maintained in accordance with Article IV of the Indenture and the Asset Pool 1 Supplement, and shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Card Series Noteholders (or, in the case of the Class C Reserve Account, for the benefit of the Class C Noteholders or, in the case of the Class D Reserve Account, for the benefit of the Class D Noteholders). If, at any time, the institution holding either the Interest Funding Account, the Principal Funding Account, the Accumulation Reserve Account, the Class C Reserve Account or the Class D Reserve Account ceases to be an Eligible Institution, the Issuer will within ten (10) Business Days (or such longer period, not to exceed thirty (30) calendar days, as to which each Note Rating Agency may consent) establish a new Interest Funding Account, Principal Funding Account, Accumulation Reserve Account, Class C Reserve Account or the Class D Reserve Account, as the case may be, that is an Eligible Deposit Account and shall transfer any cash and other property to such new Interest Funding Account, Principal Funding Account, Accumulation Reserve Account, Class C Reserve Account or Class D Reserve Account, as the case may be. From the date such new Interest Funding Account, Principal Funding Account, Accumulation Reserve Account, Class C Reserve Account or Class D Reserve Account is established, it will be the "Interest Funding Account," "Principal Funding Account," "Accumulation Reserve Account," "Class C Reserve Account" or a "Class D Reserve Account," as the case may be. Each Tranche of Notes will have its own sub-Account within the Interest Funding Account, the Principal Funding Account, the Accumulation Reserve Account, the Class C Reserve Account and the Class D Reserve Account. The Interest Funding Account, the Principal Funding Account, the Accumulation Reserve Account, the Class C Reserve Account and the Class D Reserve Account will receive deposits pursuant to Article III. (b) Notwithstanding any provision of Section 403(a) of the Indenture to the contrary, any prefunded amounts on deposit in the Principal Funding Account will be invested in Eligible Investments that will mature no later than the following Business Day. (c) All payments to be made from time to time by the Indenture Trustee to Noteholders out of funds in the Interest Funding Account, the Principal Funding Account, the Accumulation Reserve Account, the Class C Reserve Account or Class D Reserve Account pursuant to this Indenture Supplement will be made by the Indenture Trustee to the Paying Agent not later than 12:00 noon (New York City time) on the applicable Interest Payment Date or 63 Principal Payment Date but only to the extent of Card Series Finance Charge Amounts in the applicable sub-Account or as otherwise provided in Article III. (d) On each Distribution Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Distribution Date on funds on deposit in the Class C Reserve Account will be retained in the Class C Reserve Account (to the extent that the sum of the amount on deposit in the Class C Reserve Account with respect to the related Monthly Period is less than the required balance for the Class C Reserve Account for that Monthly Period) and the excess, if any, will be paid to the Issuer. (e) On each Distribution Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Distribution Date on funds on deposit in the Class D Reserve Account will be retained in the Class D Reserve Account (to the extent that the sum of the amount on deposit in the Class D Reserve Account with respect to the related Monthly Period is less than the required balance for the Class D Reserve Account for that Monthly Period) and the excess, if any, will be paid to the Issuer. [END OF ARTICLE V] 64 IN WITNESS WHEREOF, the parties hereto have caused this Indenture Supplement to be duly executed all as of the day and year first above written. CAPITAL ONE MULTI-ASSET EXECUTION TRUST, By: DEUTSCHE BANK TRUST COMPANY DELAWARE, as Owner Trustee and not in its individual capacity By: /s/ Michele Voon --------------------------------- Name: Michele Voon Title: Attorney-in-Fact THE BANK OF NEW YORK, as Indenture Trustee and not in its individual capacity By: /s/ Scott J. Tepper --------------------------------- Name: Scott J. Tepper Title: Assistant Vice President 65 EXHIBIT A-1 [FORM OF] CLASS A NOTE UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST THE ISSUER, THE TRANSFEROR OR THE MASTER TRUST, OR JOIN IN ANY INSTITUTION AGAINST THE ISSUER, THE TRANSFEROR OR THE MASTER TRUST, OF, ANY BANKRUPTCY PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW IN CONNECTION WITH ANY OBLIGATIONS RELATING TO THE NOTES OR THE INDENTURE. THE HOLDER OF THIS NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST IN THIS NOTE, BY THE ACQUISITION OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE NOTES AS INDEBTEDNESS FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON OR MEASURED BY INCOME. A-1-1 REGISTERED up to $_________ * No. __ CUSIP NO. __________ CAPITAL ONE MULTI-ASSET EXECUTION TRUST [Floating Rate] CARD SERIES CLASS A NOTE Capital One Multi-asset Execution Trust, a statutory trust created under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO., or registered assigns, subject to the following provisions, a principal sum of _______________________ payable on the __________ ____ Payment Date (the "Expected Principal Payment Date"), except as otherwise provided below or in the Indenture; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the _________ ____ Payment Date (the "Legal Maturity Date"). Interest will accrue on this Note at the rate of _____ and shall be due and payable on each Interest Payment Date from the Monthly Interest Accrual Date in the related Monthly Period (or, in the case of the first Transfer Date, from the date of issuance of this Note) to but excluding the first Monthly Interest Accrual Date after the end of that Monthly Period. Interest will be computed on the basis of a 360-day year [of twelve 30-day months] [and the actual number of days elapsed]. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose. - -------- * Denominations of $1,000 and in integral multiples of $1,000 in excess thereof. A-1-2 IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer. CAPITAL ONE MULTI-ASSET EXECUTION TRUST, as Issuer By: CAPITAL ONE FUNDING, LLC, as Beneficiary and not in its individual capacity By: ___________________________________ Name: Title: Date: _______ __, 2002 A-1-3 INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Notes designated above and referred to in the within-mentioned Indenture. THE BANK OF NEW YORK, not in its individual capacity but solely as Indenture Trustee By: ___________________________________ Name: Title: Date: __________ __, 2002 A-1-4 [REVERSE OF NOTE] This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its [Floating Rate] Asset Backed Notes (herein called the "Notes"), all issued under an Indenture dated as of October 9, 2002 (such Indenture, as supplemented or amended, is herein called the "Indenture"), as supplemented by an Asset Pool 1 Supplement dated as of October 9, 2002 (the "Asset Pool 1 Supplement"), as further supplemented by an Indenture Supplement dated as of October 9, 2002 (the "Indenture Supplement"), between the Issuer and The Bank of New York, as indenture trustee (the "Indenture Trustee", which term includes any successor Indenture Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented or amended. The Class B Notes, the Class C Notes and the Class D Notes will also be issued under the Indenture. The Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and the Asset Pool 1 Supplement. Principal of the Notes is expected to be paid on the Expected Principal Payment Date in an amount described on the face hereof. As described above, the entire unpaid principal amount of this Note shall be due and payable on the Legal Maturity Date. On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount, the Servicer or any Affiliate thereof has the right, but not the obligation, to redeem such tranche of Notes in whole but not in part, pursuant to Section 1102 of the Indenture. The redemption price will be an amount equal to the Outstanding principal amount of such Tranche, plus interest accrued and unpaid or principal accreted and unpaid on such Tranche to but excluding the date of redemption. Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Trust, to issue, one or more Series, Classes or Tranches of Notes. On each Payment Date, the Paying Agent shall distribute to each Noteholder of record on the related Record Date (except for the final distribution with respect to this Note) such Noteholder's pro rata share of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest and principal on the Notes. Final payments of A-1-5 this Note will be made only upon presentation and surrender of this Note at the office or offices therein specified. [Payments of interest on this Note due and payable on each Payment Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on each Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of the clearing agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Indenture Trustee's principal Corporate Trust Office or at the office of the Indenture Trustee's agent appointed for such purposes located in the City of New York. On any payment of interest or principal being made, details of such payment shall be entered by the Indenture Trustee on behalf of the Issuer in Schedule A hereto.] As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that by accepting the benefits of the Indenture that it will not at any time institute against the Transferor, the Master Trust or the Issuer, or join in any institution against the Transferor, the Master Trust or the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other A-1-6 proceedings under any United States Federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or any Derivative Agreement. Prior to the due presentment for registration of transfer of this Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than 66? of the Outstanding Dollar Principal Amount of each affected Series, Class or Tranche of Notes. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder. The term "Issuer" as used in this Note includes any successor to the Issuer under the Indenture. The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Holders of Notes under the Indenture. The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth. THIS NOTE AND THE INDENTURE WILL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY 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. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place, and rate, and in the coin or currency herein prescribed. A-1-7 Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note covenant and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer or the Owner Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity except as any such Person may have expressly agreed (it being understood that the Owner Trustee has no such obligations in its individual capacity). The Holder of this Note by the acceptance hereof agrees that, except as expressly provided in the Indenture, the Asset Pool 1 Supplement and the Indenture Supplement in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note. A-1-8 ASSIGNMENT Social Security or taxpayer I.D. or other identifying number of assignee - ----------------------------------- FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (name and address of assignee) the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises. Dated: * -------------------------------- ------------------------------------ Signature Guaranteed: A-1-9 SCHEDULE A PART I INTEREST PAYMENTS Total Amount Confirmation of Interest Date of of Interest Amount of payment by or on Payment Date Payment Payable Interest Paid behalf of the Trust - -------------------------------------------------------------------------------- First ---------- --------------- ------------- ------------------- Second ---------- --------------- ------------- ------------------- [continue numbering until the appropriate number of interest payment dates for the Notes is reached] A-1-10 PART II PRINCIPAL PAYMENTS
Confirmation of payment by Date of Payment Total Amount Payable Total Amount Paid or on behalf of the Trust - ---------------------------------------------------------------------------------------------- - ---------------- --------------------- ------------------ -------------------------- - ---------------- --------------------- ------------------ -------------------------- Confirmation of payment by Date of Payment Total Amount Payable Total Amount Paid or on behalf of the Trust - ---------------------------------------------------------------------------------------------- - ---------------- --------------------- ------------------ -------------------------- - ---------------- --------------------- ------------------ --------------------------
[continue numbering until the appropriate number of installment dates for the Notes is reached] A-1-11 EXHIBIT A-2 [FORM OF] CLASS B NOTE UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST THE ISSUER, THE TRANSFEROR OR THE MASTER TRUST, OR JOIN IN ANY INSTITUTION AGAINST THE ISSUER, THE TRANSFEROR OR THE MASTER TRUST, OF, ANY BANKRUPTCY PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW IN CONNECTION WITH ANY OBLIGATIONS RELATING TO THE NOTES OR THE INDENTURE. THE HOLDER OF THIS NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST IN THIS NOTE, BY THE ACQUISITION OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE NOTES AS INDEBTEDNESS FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON OR MEASURED BY INCOME. A-2-1 REGISTERED up to $_________ * No. __ CUSIP NO. __________ CAPITAL ONE MULTI-ASSET EXECUTION TRUST [Floating Rate] CARD SERIES CLASS B NOTE Capital One Multi-asset Execution Trust, a statutory trust created under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO., or registered assigns, subject to the following provisions, a principal sum of _______________________ payable on the __________ ____ Payment Date (the "Expected Principal Payment Date"), except as otherwise provided below or in the Indenture; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the _________ ____ Payment Date (the "Legal Maturity Date"). Interest will accrue on this Note at the rate of _______ and shall be due and payable on each Interest Payment Date from the Monthly Interest Accrual Date in the related Monthly Period (or, in the case of the first Transfer Date, from the date of issuance of this Note) to but excluding the first Monthly Interest Accrual Date after the end of that Monthly Period. Interest will be computed on the basis of a 360-day year [of twelve 30-day months] [and the actual number of days elapsed]. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose. - -------- * Denominations of $1,000 and in integral multiples of $1,000 in excess thereof. A-2-2 IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer. CAPITAL ONE MULTI-ASSET EXECUTION TRUST, as Issuer By: CAPITAL ONE FUNDING, LLC, as Beneficiary and not in its individual capacity By: ___________________________________ Name: Title: Date: _______ __, 2002 A-2-3 INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Notes designated above and referred to in the within-mentioned Indenture. THE BANK OF NEW YORK, not in its individual capacity but solely as Indenture Trustee By: ___________________________________ Name: Title: Date: __________ __, 2002 A-2-4 [REVERSE OF NOTE] This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its [Floating Rate] Asset Backed Notes (herein called the "Notes"), all issued under an Indenture dated as of October 9, 2002 (such indenture, as supplemented or amended, is herein called the "Indenture"), as supplemented by an Asset Pool 1 Supplement dated as of October 9, 2002 (the "Asset Pool 1 Supplement"), as further supplemented by an Indenture Supplement dated as of October 9, 2002 (the "Indenture Supplement"), between the Issuer and The Bank of New York, as indenture trustee (the "Indenture Trustee", which term includes any successor Indenture Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented or amended. The Class A Notes, the Class C Notes and the Class D Notes will also be issued under the Indenture. The Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and the Asset Pool 1 Supplement. Principal of the Notes is expected to be paid on the Expected Principal Payment Date in an amount described on the face hereof. As described above, the entire unpaid principal amount of this Note shall be due and payable on the Legal Maturity Date. On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount, the Servicer or any Affiliate thereof has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 1102 of the Indenture. The redemption price will be an amount equal to the Outstanding principal amount of such Tranche, plus interest accrued and unpaid or principal accreted and unpaid on such Tranche to but excluding the date of redemption. Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Trust, to issue, one or more Series, Classes or Tranches of Notes. On each Payment Date, the Paying Agent shall distribute to each Noteholder of record on the related Record Date (except for the final distribution with respect to this Note) such Noteholder's pro rata share of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest and principal on the Notes. Final payments of this Note will be made only upon presentation and surrender of this Note at the office or offices therein specified. A-2-5 Payments of interest on this Note due and payable on each Payment Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on each Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of the clearing agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Indenture Trustee's principal Corporate Trust Office or at the office of the Indenture Trustee's agent appointed for such purposes located in the City of New York. On any payment of interest or principal being made, details of such payment shall be entered by the Indenture Trustee on behalf of the Issuer in Schedule A hereto. As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that by accepting the benefits of the Indenture that it will not at any time institute against the Transferor, the Master Trust or the Issuer, or join in any institution against the Transferor, the Master Trust or the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States Federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or any Derivative Agreement. A-2-6 Prior to the due presentment for registration of transfer of this Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than 66?% of the Outstanding Dollar Principal Amount of each affected Series, Class or Tranche of Notes. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder. The term "Issuer" as used in this Note includes any successor to the Issuer under the Indenture. The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Holders of Notes under the Indenture. The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth. THIS NOTE AND THE INDENTURE WILL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY 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. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place, and rate, and in the coin or currency herein prescribed. Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note covenant and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the A-2-7 Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer or the Owner Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity except as any such Person may have expressly agreed (it being understood that the Owner Trustee has no such obligations in its individual capacity). The Holder of this Note by the acceptance hereof agrees that, except as expressly provided in the Indenture, the Asset Pool 1 Supplement and the Indenture Supplement in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note. A-2-8 ASSIGNMENT Social Security or taxpayer I.D. or other identifying number of assignee - ------------------------------ FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (name and address of assignee) the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises. Dated: * -------------------------------- ------------------------------------ Signature Guaranteed: - ---------- * NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever. A-2-9 SCHEDULE A PART I INTEREST PAYMENTS Total Amount Confirmation of Interest Date of of Interest Amount of payment by or on Payment Date Payment Payable Interest Paid behalf of the Trust - -------------------------------------------------------------------------------- First ---------- --------------- ------------- ------------------- Second ---------- --------------- ------------- ------------------- [continue numbering until the appropriate number of interest payment dates for the Notes is reached] A-2-10 PART II PRINCIPAL PAYMENTS
Confirmation of payment by Date of Payment Total Amount Payable Total Amount Paid or on behalf of the Trust - --------------------------------------------------------------------------------------------- - ---------------- --------------------- ------------------ ------------------------- - ---------------- --------------------- ------------------ ------------------------- Confirmation of payment by Date of Payment Total Amount Payable Total Amount Paid or on behalf of the Trust - --------------------------------------------------------------------------------------------- - ---------------- --------------------- ------------------ ------------------------- - ---------------- --------------------- ------------------ -------------------------
[continue numbering until the appropriate number of installment dates for the Notes is reached] A-2-11 EXHIBIT A-3 [FORM OF] CLASS C NOTE UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST THE ISSUER, THE TRANSFEROR OR THE MASTER TRUST, OR JOIN IN ANY INSTITUTION AGAINST THE ISSUER, THE TRANSFEROR OR THE MASTER TRUST, OF, ANY BANKRUPTCY PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW IN CONNECTION WITH ANY OBLIGATIONS RELATING TO THE NOTES OR THE INDENTURE. THE HOLDER OF THIS NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST IN THIS NOTE, BY THE ACQUISITION OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE NOTES AS INDEBTEDNESS FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON OR MEASURED BY INCOME. A-3-1 REGISTERED up to $_________ * No. __ CUSIP NO. __________ CAPITAL ONE MULTI-ASSET EXECUTION TRUST [Floating Rate] CARD SERIES CLASS C NOTE Capital One Multi-asset Execution Trust, a statutory trust created under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO., or registered assigns, subject to the following provisions, a principal sum of _______________________ payable on the __________ ____ Payment Date (the "Expected Principal Payment Date"), except as otherwise provided below or in the Indenture; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the _________ ____ Payment Date (the "Legal Maturity Date"). Interest will accrue on this Note at the rate of ____ and shall be due and payable on each Interest Payment Date from the Monthly Interest Accrual Date in the related Monthly Period (or, in the case of the first Transfer Date, from the date of issuance of this Note) to but excluding the first Monthly Interest Accrual Date after the end of that Monthly Period. Interest will be computed on the basis of a 360-day year [of twelve 30-day months] [and the actual number of days elapsed]. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose. - -------- * Denominations of $1,000 and in integral multiples of $1,000 in excess thereof. A-3-2 IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer. CAPITAL ONE MULTI-ASSET EXECUTION TRUST, as Issuer By: CAPITAL ONE FUNDING, LLC, as Beneficiary and not in its individual capacity By: ___________________________________ Name: Title: Date: _______ __, 2002 A-3-3 INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Notes designated above and referred to in the within-mentioned Indenture. THE BANK OF NEW YORK, not in its individual capacity but solely as Indenture Trustee By: ___________________________________ Name: Title: Date: _______ __, 2002 A-3-4 [REVERSE OF NOTE] This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its [Floating Rate] Asset Backed Notes (herein called the "Notes"), all issued under an Indenture dated as of October 9, 2002 (such indenture, as supplemented or amended, is herein called the "Indenture"), as supplemented by an Asset Pool 1 Supplement dated as of October 9, 2002 (the "Asset Pool 1 Supplement"), as further supplemented by an Indenture Supplement dated as of October 9, 2002 (the "Indenture Supplement"), between the Issuer and The Bank of New York, as indenture trustee (the "Indenture Trustee", which term includes any successor Indenture Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented or amended. The Class A Notes, the Class B Notes and the Class D Notes will also be issued under the Indenture. The Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and the Asset Pool 1 Supplement. Principal of the Notes is expected to be paid on the Expected Principal Payment Date in an amount described on the face hereof. As described above, the entire unpaid principal amount of this Note shall be due and payable on the Legal Maturity Date. On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount, the Servicer or any Affiliate thereof has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant to Section 1102 of the Indenture. The redemption price will be an amount equal to the Outstanding principal amount of such Tranche, plus interest accrued and unpaid or principal accreted and unpaid on such Tranche to but excluding the date of redemption. Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Trust, to issue, one or more Series, Classes or Tranches of Notes. On each Payment Date, the Paying Agent shall distribute to each Noteholder of record on the related Record Date (except for the final distribution with respect to this Note) such Noteholder's pro rata share of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest and principal on the Notes. Final payments of A-3-5 this Note will be made only upon presentation and surrender of this Note at the office or offices therein specified. Payments of interest on this Note due and payable on each Payment Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on each Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of the clearing agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Indenture Trustee's principal Corporate Trust Office or at the office of the Indenture Trustee's agent appointed for such purposes located in the City of New York. On any payment of interest or principal being made, details of such payment shall be entered by the Indenture Trustee on behalf of the Issuer in Schedule A hereto. As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that by accepting the benefits of the Indenture that it will not at any time institute against the Transferor, the Master Trust or the Issuer, or join in any institution against the Transferor, the Master Trust or the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other A-3-6 proceedings under any United States Federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or any Derivative Agreement. Prior to the due presentment for registration of transfer of this Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than 66?% of the Outstanding Dollar Principal Amount of each affected Series, Class or Tranche of Notes. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder. The term "Issuer" as used in this Note includes any successor to the Issuer under the Indenture. The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Holders of Notes under the Indenture. The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth. THIS NOTE AND THE INDENTURE WILL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY 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. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place, and rate, and in the coin or currency herein prescribed. A-3-7 Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note covenant and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer or the Owner Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity except as any such Person may have expressly agreed (it being understood that the Owner Trustee has no such obligations in its individual capacity). The Holder of this Note by the acceptance hereof agrees that, except as expressly provided in the Indenture, the Asset Pool 1 Supplement and the Indenture Supplement in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note. A-3-8 ASSIGNMENT Social Security or taxpayer I.D. or other identifying number of assignee - ----------------------------------- FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (name and address of assignee) the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises. Dated: * --------------------------- ------------------------------------ Signature Guaranteed: - ---------- * NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever. A-3-9 SCHEDULE A PART I INTEREST PAYMENTS Total Amount Confirmation of Interest Date of of Interest Amount of payment by or on Payment Date Payment Payable Interest Paid behalf of the Trust - -------------------------------------------------------------------------------- First ---------- --------------- ------------- ------------------- Second ---------- --------------- ------------- ------------------- [continue numbering until the appropriate number of interest payment dates for the Notes is reached] A-3-10 PART II PRINCIPAL PAYMENTS
Confirmation of payment by Date of Payment Total Amount Payable Total Amount Paid or on behalf of the Trust - --------------------------------------------------------------------------------------------- - ---------------- --------------------- ------------------ ------------------------- - ---------------- --------------------- ------------------ ------------------------- Confirmation of payment by Date of Payment Total Amount Payable Total Amount Paid or on behalf of the Trust - --------------------------------------------------------------------------------------------- - ---------------- --------------------- ------------------ ------------------------- - ---------------- --------------------- ------------------ -------------------------
[continue numbering until the appropriate number of installment dates for the Notes is reached] A-3-11 EXHIBIT A-4 [FORM OF] CLASS D VARIABLE FUNDING NOTE THIS CLASS D NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY APPLICABLE STATE SECURITIES LAW OF ANY STATE AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS TO ANY PERSON WHO THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING THEREOF IN RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") IN COMPLIANCE WITH RULE 144A OR A PERSON WHO IS AN INSTITUTIONAL "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a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e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") WHICH IS SUBJECT TO SECTION 4975 OF THE CODE, OR (3) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF ANY SUCH PLAN'S INVESTMENT IN THE ENTITY (UNLESS REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED). NEITHER THIS CLASS D NOTE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED TO AN EMPLOYEE BENEFIT PLAN, TRUST OR ACCOUNT WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. ANY TRANSFER OF A DIRECT OR INDIRECT INTEREST IN THIS CLASS D NOTE IS SUBJECT TO THE PROVISIONS OF THE INDENTURE, THE ASSET POOL SUPPLEMENT, THE INDENTURE SUPPLEMENT AND THE TERMS DOCUMENT AND SUBJECT TO CERTAIN LIMITATIONS THEREIN SET FORTH. A-4-1 REGISTERED No. R-1 CAPITAL ONE MULTI-ASSET EXECUTION TRUST CARD SERIES CLASS D VARIABLE FUNDING NOTE Capital One Multi-asset Execution Trust (herein referred to as the "Issuer" or the "Trust"), a Delaware statutory trust governed by an Amended and Restated Trust Agreement dated as of October 9, 2002, for value received, hereby promises to pay to CAPITAL ONE FUNDING, LLC, or registered assigns, subject to the following provisions, the principal sum as determined in accordance with Indenture dated as of October 9, 2002 (the "Indenture"), as supplemented by the Asset Pool 1 Supplement dated as of October 9, 2002 (the "Asset Pool Supplement"), as further supplemented by the Card Series Indenture Supplement dated as of October 9, 2002 (the "Indenture Supplement"), as further supplemented by the Class D Terms Document dated as of October 9, 2002 (the "Terms Document"), each between the Issuer and The Bank of New York, as Indenture Trustee (the "Indenture Trustee"). The Issuer will pay interest and principal in accordance with the Terms Document. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by or on behalf of the Indenture Trustee, by manual signature, this Note shall not be entitled to any benefit under the Indenture, the Asset Pool Supplement, the Indenture Supplement or the Terms Document referred to on the reverse hereof, or be valid for any purpose. THIS CLASS D NOTE IS SUBORDINATED TO THE EXTENT NECESSARY TO FUND PAYMENTS ON THE CLASS A NOTES, THE CLASS B NOTES AND THE CLASS C NOTES TO THE EXTENT SPECIFIED IN THE INDENTURE SUPPLEMENT. A-4-2 IN WITNESS WHEREOF, the Issuer has caused this Class D Note to be duly executed. CAPITAL ONE MULTI-ASSET EXECUTION TRUST, as Issuer By: DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual capacity but solely as Owner Trustee under the Trust Agreement By: ___________________________________ Name: Title: Dated: ___________ __, ____ A-4-3 INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Class D Notes described in the within-mentioned Indenture. THE BANK OF NEW YORK, as Indenture Trustee By: ________________________ Authorized Signatory A-4-4 CAPITAL ONE MULTI-ASSET EXECUTION TRUST CARD SERIES CARD SERIES CLASS D VARIABLE FUNDING NOTE Summary of Terms and Conditions This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its [Floating Rate] Asset Backed Notes (herein called the "Notes"), all issued under an Indenture dated as of October 9, 2002 (such indenture, as supplemented or amended, is herein called the "Indenture"), as supplemented by an Asset Pool 1 Supplement dated as of October 9, 2002 (the "Asset Pool 1 Supplement"), as further supplemented by an Indenture Supplement dated as of October 9, 2002 (the "Indenture Supplement"), between the Issuer and The Bank of New York, as indenture trustee (the "Indenture Trustee", which term includes any successor Indenture Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented or amended. The Class A Notes, the Class B Notes and the Class C Notes will also be issued under the Master Indenture, the Asset Pool Supplement and the Indenture Supplement. The Noteholder, by its acceptance of this Note, agrees that it will look solely to the property of the Issuer allocated to the payment of this Note for payment hereunder and that the Indenture Trustee is not liable to the Noteholders for any amount payable under the Note or the Indenture or, except as expressly provided in the Indenture, subject to any liability under the Indenture. This Note does not purport to summarize the Indenture and reference is made to the Indenture for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Indenture Trustee. The principal sum of this Note is described in the Terms Document. Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Trust, to issue, one or more Series, Classes or Tranches of Notes. Interest and principal payments shall be made in accordance with the Terms Document. A-4-5 This Note does not represent an obligation of, or an interest in or the assets of, the Transferor, the Servicer or any Affiliate thereof, other than the Issuer. Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that by accepting the benefits of the Indenture that it will not at any time institute against the Transferor, the Master Trust or the Issuer, or join in any institution against the Transferor, the Master Trust or the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States Federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or any Derivative Agreement. The transfer of this Note shall be registered in the Note Register upon surrender of this Note for registration of transfer at any office or agency maintained by the Note Registrar accompanied by a written instrument of transfer, in a form satisfactory to the Indenture Trustee or the Note Registrar, duly executed by the Class D Noteholder or such Class D Noteholder's attorney, and duly authorized in writing with such signature guaranteed, and thereupon one or more new Class D Notes in any authorized denominations of like aggregate principal amount will be issued to the designated transferee or transferees. As provided in the Indenture and subject to certain limitations therein set forth, Class D Notes are exchangeable for new Class D Notes in any authorized denominations and of like aggregate principal amount, upon surrender of such Notes to be exchanged at the office or agency of the Note Registrar. No service charge may be imposed for any such exchange but the Issuer or Note Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Issuer, the Transferor, the Indenture Trustee and any agent of the Issuer, Transferor or the Indenture Trustee shall treat the person in whose name this Note is registered as the owner hereof for all purposes, and neither the Issuer, the Transferor, the Indenture Trustee nor any agent of the Issuer, Transferor or the Indenture Trustee shall be affected by notice to the contrary. THIS CLASS D NOTE 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. A-4-6 ASSIGNMENT Social Security or other identifying number of assignee ________________________ FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________ (name and address of assignee) the within certificate and all rights thereunder, and hereby irrevocably constitutes and appoints ____________________, attorney, to transfer said certificate on the books kept for registration thereof, with full power of substitution in the premises. Dated: ____________ ______________________/1/ Signature Guaranteed: ______________________ - ------------ /1/ NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever. A-4-7 EXHIBIT B [FORM OF] CARD SERIES SCHEDULE TO PAYMENT INSTRUCTIONS ----------------------------------------------- CAPITAL ONE MULTI-ASSET EXECUTION TRUST, CARD SERIES MONTHLY PERIOD ENDING _________ __, ____ ----------------------------------------------- Capitalized terms used in this notice have their respective meanings set forth in the Indenture and the Indenture Supplement. Unless otherwise qualified, references herein to certain sections and subsections are references to the respective sections and subsections of the Indenture Supplement. This instruction is delivered pursuant to Section 5.3 of the Asset Pool 1 Supplement. The Servicer does hereby instruct the Issuer to instruct the Indenture Trustee, and the Issuer does hereby instruct the Indenture Trustee, to make the following allocations and payments for the related Monthly Period on __________ __, ____, which date is a Transfer Date under the COMT Pooling and Servicing Agreement, in aggregate amounts set forth below in respect of the following amounts: I. Allocations and Payments of Card series Finance Charge Amounts. A. Allocation of Card series Finance Charge Amounts pursuant to Section 3.01, to be applied on each Distribution Date by the Indenture Trustee in the following priority: 1. Amount of targeted deposits paid to the Interest Funding Account pursuant to Section 3.02 ............................ $_______ 2. Amount paid in respect of the Card series Servicing Fee to the Servicer ................................................ $_______ 3. Amount paid in respect of any previously due and unpaid Card series Servicing Fee to the Servicer ........................ $_______ 4. Amount of targeted deposits with respect to the Class D Notes to the Interest Funding Account pursuant to Section 3.02 ........................................................ $_______ 5. Amount to be treated as Card series Principal Amounts pursuant to Section 3.07 in an amount equal to the Card series Defaulted Amount, if any ............................. $_______ B-1 6. Amount to be treated as Card series Principal Amounts pursuant to Section 3.07 in an amount equal to the Nominal Liquidation Amount Deficit, if any .......................... $_______ 7. Amount to make the target deposit to the Accumulation Reserve Account pursuant to Section 3.24 .................... $_______ 8. Amount to make the target deposit to the Class C Reserve Account pursuant to Section 3.22, if any .................... $_______ 9. Amount to make the target deposit to the Class D Reserve Account pursuant to Section 3.29, if any .................... $_______ 10. Amount paid or deposited as required by the terms document of any class or tranche of Card series Notes ................ $_______ 11. Amount to be treated as Shared Excess Finance Charge Amounts for application in accordance with Section 3.27 ............. $_______ 12. Amount paid or deposited as required by the terms document of any class or tranche of Card series Notes ................ $_______ 13. Amount to paid to the holder of Asset Pool 1 Transferor Interest or the designee of the holder of the Asset Pool 1 Transferor Interest ......................................... $_______ Total ................................................... $_______ B. Allocations of deposits to Interest Funding sub-Accounts pursuant to Section 3.03: 1. Payments to Interest Funding sub-Accounts pursuant to Section 3.03: a. [Class/Tranche] .......................................... $_______ b. [Class/Tranche] .......................................... $_______ Total .................. $_______ C. Payments and deposits pursuant to Section 3.04, to be received on the following dates: 1. Withdrawals from the Class C Reserve Account deposited into the applicable Interest Funding sub-Account on the related Transfer Date pursuant to Section 3.23(a) ................... $_______ B-2 2. As of the date of receipt, Receivables Sales Proceeds deposited in the applicable Interest Funding sub-Account as of the date of receipt by the Issuer ........................ $_______ D. Withdrawals from the Interest Funding Account pursuant to Section 3.13, to be made by the Indenture Trustee on the following dates: 1. Amount withdrawn from the applicable Interest Funding sub-Accounts and remitted to the applicable Paying Agent on each Interest Payment Date, with respect to each tranche of Dollar Notes ................................................ $_______ 2. Amount withdrawn from the applicable Interest Funding sub-Accounts and converted to the applicable foreign currency at the Spot Exchange Rate and remitted to the applicable Paying Agent for Foreign Currency Notes with a non-Performing Derivative Agreement ......................... $_______ 3. Amount withdrawn from the applicable Interest Funding sub-Accounts and invested in the Investor Interest of the Collateral Certificate on each Principal Payment Date, with respect to each tranche of Discount Notes ................... $_______ 4. Amount withdrawn from the applicable Interest Funding sub-Accounts and paid to the applicable Derivative Party as specified in the applicable Derivative Agreement, with respect to each tranche of Notes which has a Performing Derivative Agreement for interest ........................... $_______ 5. Amount paid to the Issuer ................................... $_______ II. Allocations and Payments of Card series. A. Re-allocation of Card series Principal Amounts pursuant to Section 3.07(a) to be applied on the next Distribution Date by the Indenture Trustee: 1. Reallocated Class C Principal Collections: .................. $_______ 2. Reallocated Class B Principal Collections: .................. $_______ B-3 B. Targeted Deposits of Card series Principal Amounts to the Principal Funding Account pursuant to Section 3.10, to be made by the Indenture Trustee on the following dates: 1. On the applicable Principal Payment Date prior to any payment, the Nominal Liquidation Amount for the related tranche of Notes: a. [Class/Tranche] ........................................ $_______ b. [Class/Tranche] ........................................ $_______ Total .................. $_______ 2. In the applicable Principal Funding sub-Account for the related tranche of Notes, the Controlled Accumulation Amount or the amount specified in Section 3.10(b)(ii): a. [Class/Tranche] ........................................ $_______ b. [Class/Tranche] ........................................ $_______ Total .................. $_______ 3. In the applicable Principal Funding sub-Account, the Prefunding Target Amount for the Card Series on the related Distribution Date: a. [Class/Tranche] ........................................ $_______ b. [Class/Tranche] ........................................ $_______ Total .................. $_______ 4. In the case of an Event of Default, Early Redemption Event or other optional or mandatory redemption, on the applicable Distribution Date, the Nominal Liquidation Amount for the related Tranche of Notes: a. [Class/Tranche] ........................................ $_______ b. [Class/Tranche] ........................................ $_______ Total .................. $_______ B-4 C. Payments and deposits pursuant to Section 3.12, to be received on the following dates: 1. Withdrawals from the Class C Reserve Account deposited into the applicable Principal Funding sub-Account on the related Distribution Date pursuant to Section 3.23(b) ............... $_______ 2. As of the date of receipt, Receivables Sales Proceeds received pursuant to Section 3.20(c)(i) deposited in the applicable Principal Funding sub-Account as of the date of receipt by the Issuer ....................................... $_______ D. Reallocations of deposits to Principal Funding sub-Accounts pursuant to Section 3.11: 1. Payments to Principal Funding sub-Accounts pursuant to Section 3.11(b)(i) for the Class A Notes .................... $_______ 2. Payments to Principal Funding sub-Accounts pursuant to Section 3.11(b)(ii) for the Class B Notes ................... $_______ 3. Payments to Principal Funding sub-Accounts pursuant to Section 3.11(b)(iii) for the Class C Notes $_______ E. Withdrawals from the Principal Funding Account pursuant to Section 3.14, to be made by the Indenture Trustee on the following dates: 1. Amount withdrawn from the applicable Principal Funding sub-Accounts and remitted to the applicable Paying Agent on each Principal Payment Date, with respect to each tranche of Dollar Notes ................................................ $_______ 2. Amount withdrawn from the applicable Principal Funding sub-Accounts and paid to the applicable Derivative Party as specified in the applicable Derivative Agreement, with respect to each tranche of Notes which has a Performing Derivative Agreement for Principal .......................... $_______ 3. Dollar amount withdrawn from the applicable Principal Funding sub-Accounts and converted to the applicable foreign currency at the Spot Exchange Rate pursuant to the applicable Derivative Agreement, with respect to each tranche of Notes which has a non-Performing Derivative Agreement for principal ..................................... $_______ 4. Amount of Prefunding Excess Amount withdrawn from the Principal Funding sub-Accounts and paid to the Master Trust to increase the Invested Amount of the Collateral Certificate ................................................. $_______ B-5 5. Amount withdrawn from the applicable Principal Funding sub-Accounts on the Legal Maturity Date of any tranche and applied to pay principal of that tranche or paid to the applicable Derivative Party for that tranche as specified in the applicable Derivative Agreement ......................... $_______ 6. Amount paid to the Issuer ................................... $_______ F. Amount of principal accreted on all tranches of Discount Notes and paid to the Master Trust pursuant to Section 3.17(a) ..................... $_______ G. Allocations of reductions from Investor Charge-Offs to the Nominal Liquidation Amount of subordinated classes pursuant to Section 3.05: 1. Initial allocation of Investor Charge-Offs to each tranche of Outstanding Notes ........................................ $_______ Class A ................................................ $_______ Class B ................................................ $_______ Class C ................................................ $_______ 2. Amount reallocated to the Class D Notes, subject to the restrictions set forth in Section 3.05(d) ................... $_______ 3. Amount reallocated to the Class C Notes, subject to the restrictions set forth in Section 3.05(c) ................... $_______ 4. Amount reallocated to the Class B Notes, subject to the restrictions set forth in Section 3.05(b) ................... $_______ H. Net proceeds from sales of Receivables for Accelerated Notes pursuant to Section 3.20 ......................................... $_______ III. Targeted deposits to, and withdrawals of funds on deposit from, the Class C Reserve Account. A. Targeted deposit to the Class C Reserve Account pursuant to Section 3.22(a): B. Deposits to the Class C Reserve sub-Accounts pursuant to Section 3.22: 1. Sum of the Class C Reserve sub-Account deposits for each applicable tranche of Outstanding Notes: a. [Tranche] ............................................... $_______ B-6 b. [Tranche] ............................................... $_______ Total .................... $_______ C. Withdrawals from the Class C Reserve Account pursuant to Section 3.23: 1. Amount withdrawn from the applicable Class C Reserve sub-Account and deposited in the applicable Interest Funding sub-Account pursuant to Section 3.23(a): a. Interest Funding sub-Account for [Tranche] .............. $_______ b. Interest Funding sub-Account for [Tranche] .............. $_______ Total .................... $_______ 2. Amount withdrawn from the Class C Reserve sub-Account and deposited in the applicable Principal Funding sub-Account pursuant to Section 3.23(b): a. Principal Funding sub-Account for [Tranche] .............. $_______ b. Principal Funding sub-Account for [Tranche] .............. $_______ Total .................... $_______ 3. Amounts paid to the Issuer pursuant to Section 3.23(c) ...... $_______ IV. Targeted deposits to, and withdrawals of funds on deposit from, the Class D Reserve Account. A. Targeted deposit to the Class D Reserve Account pursuant to Section 3.29(a): B. Deposits to the Class D Reserve sub-Accounts pursuant to Section 3.29: 1. Sum of the Class D Reserve sub-Account deposits for each applicable tranche of Outstanding Notes: a. [Tranche] ............................................... $_______ b. [Tranche] ............................................... $_______ Total .................... $_______ C. Withdrawals from the Class D Reserve Account pursuant to Section 3.30: B-7 1. Amount withdrawn from the applicable Class D Reserve sub-Account and deposited in the applicable Interest Funding sub-Account pursuant to Section 3.30(a): a. Interest Funding sub-Account for [Tranche] .............. $_______ b. Interest Funding sub-Account for [Tranche] .............. $_______ Total .................... $_______ 2. Amount withdrawn from the Class D Reserve sub-Account and deposited in the applicable Principal Funding sub-Account pursuant to Section 3.30(b): a. Principal Funding sub-Account for [Tranche] ............. $_______ b. Principal Funding sub-Account for [Tranche] ............. $_______ Total .................... $_______ 3. Amounts paid to the Issuer pursuant to Section 3.30(c) ...... $_______ B-8 IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Certificate this __ day of __________, _____. CAPITAL ONE BANK, as Administrator By: _______________________________ Name: Title: B-9 EXHIBIT C [FORM OF] CARD SERIES SCHEDULE TO MONTHLY NOTEHOLDERS' STATEMENT Date: ______ __, ____ CAPITAL ONE MULTI-ASSET EXECUTION TRUST MONTHLY PERIOD ENDING _______ __, ____ Reference is made to the Series 2002-CC Supplement (the "Series 2002-CC Supplement"), dated as of October 9, 2002, between Capital One Funding, LLC, a Virginia limited liability company ("Funding"), as Transferor, Capital One Bank, a Virginia banking corporation (the "Bank"), as Servicer, and The Bank of New York, as Trustee, and the Indenture (the "Indenture"), dated as of October 9, 2002, between Capital One Multi-asset Execution Trust, as Issuer, and The Bank of New York, as Indenture Trustee. Terms used herein and not defined herein have the meanings ascribed to them in the Series 2002-CC Supplement, the Indenture and the related Indenture Supplements, as applicable. The following computations are prepared with respect to the Transfer Date of _______ __, ____ and with respect to the performance of the Trust during the related Monthly Period. [TO BE PROVIDED] C-1 EX-4.7 9 dex47.txt CLASS A 2002-1 TERM DOCUMENT EXECUTION COPY ================================================================================ CAPITAL ONE MULTI-ASSET EXECUTION TRUST as Issuer and THE BANK OF NEW YORK as Indenture Trustee CLASS A(2002-2) TERMS DOCUMENT dated as of October 9, 2002 to CARD SERIES INDENTURE SUPPLEMENT dated as of October 9, 2002 to ASSET POOL 1 SUPPLEMENT dated as of October 9, 2002 to INDENTURE dated as of October 9, 2002 ================================================================================ TABLE OF CONTENTS
Page ARTICLE I Definitions and Other Provisions of General Application Section 1.01. Definitions........................................................................... 1 Section 1.02. Governing Law ........................................................................ 7 Section 1.03. Counterparts ......................................................................... 7 Section 1.04. Ratification of Indenture, the Asset Pool 1 Supplement and Indenture Supplement ...... 7 ARTICLE II The Class A(2002-2) Notes Section 2.01. Creation and Designation ............................................................. 8 Section 2.02. Adjustments to Required Subordinated Percentages ..................................... 8 Section 2.03. Interest Payment ..................................................................... 8 Section 2.04. Calculation Agent; Determination of LIBOR ............................................ 9 Section 2.05. Payments of Interest and Principal ................................................... 9 Section 2.06. Form of Delivery of Class A(2002-2) Notes; Depository; Denominations ........................................................................ 10 Section 2.07. Delivery and Payment for the Class A(2002-2) Notes ................................... 10 Section 2.08. Targeted Deposits to the Accumulation Reserve Account ................................ 10 Section 2.09. Capital One Derivative Agreement ..................................................... 10
-i- An extra section break has been inserted above this paragraph. Do not delete this section break if you plan to add text after the Table of Contents/Authorities. Deleting this break will cause Table of Contents/Authorities headers and footers to appear on any pages following the Table of Contents/Authorities. THIS CLASS A(2002-2) TERMS DOCUMENT (this "Terms Document"), by and between CAPITAL ONE MULTI-ASSET EXECUTION TRUST, a statutory trust created 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, and THE BANK OF NEW YORK, a New York banking corporation, as Indenture Trustee (the "Indenture Trustee"), is made and entered into as of October 9, 2002. Pursuant to this Terms Document, the Issuer shall create a new tranche of Class A Notes and shall specify the principal terms thereof. ARTICLE I Definitions and Other Provisions of General Application Section 1.01. Definitions. For all purposes of this Terms Document, except as otherwise expressly provided or unless the context otherwise requires: (1) the terms defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular; (2) all other terms used herein which are defined in the Indenture Supplement, the Asset Pool 1 Supplement or the Indenture, either directly or by reference therein, have the meanings assigned to them therein; (3) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles and, except as otherwise herein expressly provided, the term "generally accepted accounting principles" with respect to any computation required or permitted hereunder means such accounting principles as are generally accepted in the United States of America at the date of such computation; (4) all references in this Terms Document to designated "Articles," "Sections" and other subdivisions are to the designated Articles, Sections and other subdivisions of this Terms Document; (5) the words "herein," "hereof" and "hereunder" and other words of similar import refer to this Terms Document as a whole and not to any particular Article, Section or other subdivision; (6) in the event that any term or provision contained herein shall conflict with or be inconsistent with any term or provision contained in the Indenture Supplement, the Asset Pool 1 Supplement, the Indenture or the Transfer and Administration Agreement, the terms and provisions of this Terms Document shall be controlling; (7) each capitalized term defined herein shall relate only to the Class A(2002-2) Notes and no other Tranche of Notes issued by the Issuer; and 1 (8) "including" and words of similar import will be deemed to be followed by "without limitation." "Accumulation Period Amount" means $50,000,000; provided, however, if the Accumulation Period Length is determined to be less than twelve (12) months pursuant to Section 3.10(b)(ii) of the Indenture Supplement, the Accumulation Period Amount shall be the amount specified in the definition of "Accumulation Period Amount" in the Indenture Supplement. "Accumulation Reserve Funding Period" shall mean, (a) if the Accumulation Period Length is determined to be one (1) month, there shall be no Accumulation Reserve Funding Period and (b) otherwise, the period (x) commencing on the earliest to occur of (i) the Monthly Period beginning three (3) calendar months prior to the first Distribution Date for which a budgeted deposit is targeted to be made into the Principal Funding sub-Account of the Class A(2002-2) Notes pursuant to Section 3.10(b) of the Indenture Supplement, (ii) the Monthly Period following the first Distribution Date following and including the August 2003 Distribution Date for which the Quarterly Excess Spread Percentage is less than 2%, but in such event the Accumulation Reserve Funding Period shall not be required to commence earlier than 12 months prior to the first Distribution Date for which a budgeted deposit is targeted to be made into the Principal Funding sub-Account for the Class A(2002-2) Notes pursuant to Section 3.10(b) of the Indenture Supplement, (iii) the Monthly Period following the first Distribution Date following and including the February 2004 Distribution Date for which the Quarterly Excess Spread Percentage is less than 3%, but in such event the Accumulation Reserve Funding Period shall not be required to commence earlier than 6 months prior to the first Distribution Date for which a budgeted deposit is targeted to be made into the Principal Funding sub-Account for the Class A(2002-2) Notes pursuant to Section 3.10(b) of the Indenture Supplement, and (iv) the Monthly Period following the first Distribution Date following and including the April 2004 Distribution Date for which the Quarterly Excess Spread Percentage is less than 4%, but in such event the Accumulation Reserve Funding Period shall not be required to commence earlier than 4 months prior to the first Distribution Date for which a budgeted deposit is targeted to be made into the Principal Funding sub-Account for the Class A(2002-2) Notes pursuant to Section 3.10(b) of the Indenture Supplement and (y) ending on the close of business on the last day of the Monthly Period preceding the earlier to occur of (i) the Expected Principal Payment Date for the Class A(2002-2) Notes and (ii) the date on which the Class A(2002-2) Notes are paid in full. "Asset Pool 1 Supplement" means the Asset Pool 1 Supplement dated as of October 9, 2002, by and between the Issuer and the Indenture Trustee, as amended and supplemented from time to time. "Base Rate" means, with respect to any Monthly Period, the sum of (a) the Card Series Servicing Fee Percentage and (b) the weighted average (based on the Outstanding Dollar Principal Amount of the related Card Series Notes) of the following: (i) in the case of a Tranche of Card Series Dollar Interest-bearing Notes with no Derivative Agreement for interest, the rate of interest applicable to such Tranche for the period from and including the Monthly Interest Accrual Date for such Tranche of Card Series Dollar Interest-bearing Notes in such Monthly Period to but excluding the Monthly Interest Accrual Date for such Tranche of Card Series Dollar Interest-bearing Notes in the following Monthly Period; 2 (ii) in the case of a Tranche of Card Series Discount Notes, the rate of accretion (converted to an accrual rate) of such Tranche for the period from and including the Monthly Interest Accrual Date for such Tranche of Card Series Discount Notes in such Monthly Period to but excluding the Monthly Interest Accrual Date for such Tranche of Card Series Discount Notes in the following Monthly Period; (iii) in the case of a Tranche of Card Series Notes with a Performing Derivative Agreement for interest, the rate at which payments by the Issuer to the applicable Derivative Counterparty accrue (prior to the netting of such payments, if applicable) for the period from and including the Monthly Interest Accrual Date for such Tranche of Card Series Notes in such Monthly Period to but excluding the Monthly Interest Accrual Date for such Tranche of Card Series Notes in the following Monthly Period; provided, however, that in the case of a Tranche of Card Series Notes with a Performing Derivative Agreement for interest in which the rating on such Tranche of Card Series Notes is not dependant upon the rating of the applicable Derivative Counterparty, the amount determined pursuant to this clause (iii) will be the higher of (1) the rate determined pursuant to this clause (iii) above and (2) the rate of interest applicable to such Tranche for the period from and including the Monthly Interest Accrual Date for such Tranche of Card Series Notes in such Monthly Period to but excluding the Monthly Interest Accrual Date for such Tranche of Card Series Notes in the following Monthly Period; and (iv) in the case of a tranche of Card Series Notes with a non-Performing Derivative Agreement for interest, the rate specified for that date in the related Terms Document. "Calculation Agent" is defined in Section 2.04(a). "Class A(2002-2) Adverse Event" means the occurrence of any of the following: (a) an Early Redemption Event with respect to the Class A(2002-2) Notes or (b) an Event of Default and acceleration of the Class A(2002-2) Notes. "Class A(2002-2) Note" means any Note, substantially in the form set forth in Exhibit A-1 to the Indenture Supplement, designated therein as a Class A(2002-2) Note and duly executed and authenticated in accordance with the Indenture. "Class A(2002-2) Noteholder" means a Person in whose name a Class A(2002-2) Note is registered in the Note Register. "Class A(2002-2) Termination Date" means the earliest to occur of (a) the Principal Payment Date on which the Outstanding Dollar Principal Amount of the Class A(2002-2) Notes is paid in full, (b) the Legal Maturity Date and (c) the date on which the Indenture is discharged and satisfied pursuant to Article VI thereof. "Excess Spread Percentage" shall mean, with respect to any Distribution Date, the amount, if any, by which the Portfolio Yield for the preceding Monthly Period exceeds the Base Rate for such Monthly Period. 3 "Expected Principal Payment Date" means September 17, 2007. "Initial Dollar Principal Amount" means $500,000,000. "Indenture" means the Indenture dated as of October 9, 2002, by and between the Issuer and the Indenture Trustee, as amended and supplemented from time to time. "Indenture Supplement" means the Card Series Indenture Supplement dated as of October 9, 2002, by and between the Issuer and the Indenture Trustee, as amended and supplemented from time to time. "Interest Payment Date" means the fifteenth day of each month commencing in November 2002, or if such fifteenth day is not a Business Day, the next succeeding Business Day. "Interest Period" means, with respect to any Interest Payment Date, the period from and including the previous Interest Payment Date (or in the case of the initial Interest Payment Date, from and including the Issuance Date) through the day preceding such Interest Payment Date. "Issuance Date" means October 9, 2002. "Legal Maturity Date" means July 15, 2010. "LIBOR" means, for any Interest Period, the London interbank offered rate for one-month United States dollar deposits determined by the Indenture Trustee on the LIBOR Determination Date for each Interest Period in accordance with the provisions of Section 2.04. "LIBOR Determination Date" means October 7, 2002 for the period from and including the Issuance Date to but excluding November 15, 2002 and the second London Business Day prior to the commencement of the second and each subsequent Interest Period. "London Business Day" means any Business Day on which dealings in deposits in United States Dollars are transacted in the London interbank market. "Maximum Subordination Amount of Class B Notes" means, for the Class A(2002-2) Notes for any date of determination, an amount equal to the product of (a) Adjusted Outstanding Dollar Principal Amount of the Class A(2002-2) Notes on such date of determination and (b) the percentage equivalent of a fraction, the numerator of which is 10 and the denominator of which is 81.25. "Note Interest Rate" means a rate per annum equal to 0.19% in excess of LIBOR as determined by the Calculation Agent on the related LIBOR Determination Date with respect to each Interest Period. "Paying Agent" means The Bank of New York. "Portfolio Yield" means, with respect to any Monthly Period, the annualized percentage equivalent of a fraction: 4 (a) the numerator of which is equal to the sum of: (i) the aggregate amount of Finance Charge Amounts allocated to the Card Series with respect to such Monthly Period; plus (ii) the aggregate amount of Interest Funding sub-Account Earnings on all Tranches of Card Series Notes for such Monthly Period; plus (iii) any amounts to be treated as Card Series Finance Charge Amounts pursuant to Sections 3.20(d) and 3.27(a) of the Indenture Supplement, minus (iv) the aggregate of (1) the excess, if any, of the sum of the PFA Prefunding Earnings Shortfall plus the PFA Accumulation Earnings Shortfall over the sum of the aggregate amount to be treated as Card Series Finance Charge Amounts for such Monthly Period pursuant to Sections 3.04(a)(ii) and 3.25(a) of the Indenture Supplement plus any other amounts applied to cover earnings shortfalls on amounts in the Principal Funding sub-Account for any tranche of Card Series Notes for such Monthly Period, minus (v) the Card Series Default Amount for such Monthly Period, and (b) the denominator of which is the numerator used in the calculation of the Card Series Floating Allocation Percentage for such Monthly Period. "Quarterly Excess Spread Percentage" means, with respect to the August 2003 Distribution Date and each Distribution Date thereafter, the percentage equivalent of a fraction the numerator of which is the sum of the Excess Spread Percentages with respect to the immediately preceding three Monthly Periods and the denominator of which is three. "Record Date" means, for any Distribution Date, the last Business Day of the preceding Monthly Period. "Reference Banks" means four major banks in the London interbank market selected by the Beneficiary. "Required Accumulation Reserve sub-Account Amount" means, with respect to any Monthly Period during the Accumulation Reserve Funding Period, an amount equal to (i) 0.5% of the Outstanding Dollar Principal Amount of the Class A(2002-2) Notes as of the close of business on the last day of the preceding Monthly Period or (ii) any other amount designated by the Issuer; provided, however, that if such designation is of a lesser amount, the Note Rating Agencies shall have provided prior written confirmation that a Ratings Effect will not occur with respect to such change. "Required Subordinated Amount of Class B Notes" means, for the Class A(2002-2) Notes for any date of determination, an amount equal to the product of (a) the Required Subordinated Percentage of Class B Notes for such Class A(2002-2) Notes on such date of determination and (b) the Adjusted Outstanding Dollar Principal Amount of such Class A(2002-2) Notes on such date of determination; provided, however, that such an amount shall not exceed the 5 Maximum Subordination Amount of Class B Notes for the Class A(2002-2) Notes; provided further, however, that for any date of determination on or after the occurrence and during the continuation of a Class A(2002-2) Adverse Event, the Required Subordinated Amount of Class B Notes for the Class A(2002-2) Notes will be the greater of (x) the amount determined above for such date of determination and (y) the amount determined above for the date immediately prior to the date on which such Class A(2002-2) Adverse Event shall have occurred. "Required Subordinated Amount of Class C Notes" means, for the Class A(2002-2) Notes for any date of determination, an amount equal to the product of (a) the Required Subordinated Percentage of Class C Notes for such Class A(2002-2) Notes on such date of determination and (b) the Adjusted Outstanding Dollar Principal Amount of such Class A(2002-2) Notes on such date of determination; provided, however, that for any date of determination, unless (i) the Prefunding Target Amount for any Tranche of Card Series Notes on such date of determination is greater than zero or (ii) any prefunded amounts are on deposit in a Principal Funding sub-Account on such date of determination for any Tranche of Card Series Notes, the Required Subordinated Amount of Class C Notes for the Class A(2002-2) Notes will not be less than an amount equal to (i) 3.0% of the Initial Dollar Principal Amount of the Class A(2002-2) Notes, minus (ii) the Required Subordinated Amount of Class D Notes for the Class A(2002-2) Notes; provided further, however, that for any date of determination on or after the occurrence and during the continuation of a Class A(2002-2) Adverse Event, the Required Subordinated Amount of Class C Notes for the Class A(2002-2) Notes will be the greater of (x) the amount determined above for such date of determination, (y) the amount determined above for the date immediately prior to the date on which such Class A(2002-2) Adverse Event shall have occurred and (z) unless (i) the Prefunding Target Amount for any Tranche of Card Series Notes on such date of determination is greater than zero or (ii) any prefunded amounts are on deposit in a Principal Funding sub-Account on such date of determination for any Tranche of Card Series Notes, the amount determined pursuant to the preceding proviso. "Required Subordinated Amount of Class D Notes" means, for the Class A(2002-2) Notes for any date of determination, an amount equal to the product of (a) the Required Subordinated Percentage of Class D Notes for such Class A(2002-2) Notes on such date of determination and (b) the Adjusted Outstanding Dollar Principal Amount of such Class A(2002-2) Notes on such date of determination; provided, however, that for any date of determination, unless (i) the Prefunding Target Amount for any Tranche of Card Series Notes on such date of determination is greater than zero or (ii) any prefunded amounts are on deposit in a Principal Funding sub-Account on such date of determination for any Tranche of Card Series Notes, the Required Subordinated Amount of Class D Notes for the Class A(2002-2) Notes will not be less than an amount equal to 1.8462% of the Initial Dollar Principal Amount of the Class A(2002-2) Notes, provided further, however, that for any date of determination on or after the occurrence and during the continuation of a Class A(2002-2) Adverse Event, the Required Subordinated Amount of Class D Notes for the Class A(2002-2) Notes will be the greatest of (x) the amount determined above for such date of determination, (y) the amount determined above for the date immediately prior to the date on which such Class A(2002-2) Adverse Event shall have occurred and (z) unless (i) the Prefunding Target Amount for any Tranche of Card Series Notes on such date of determination is greater than zero or (ii) any prefunded amounts are on deposit in a Principal Funding sub-Account on such date of determination for any Tranche of Card Series Notes, the amount determined pursuant to the preceding proviso. 6 "Required Subordinated Percentage of Class B Notes" means, for the Class A(2002-2) Notes, 12.3077%, subject to adjustment in accordance with Section 2.02. "Required Subordinated Percentage of Class C Notes" means, for the Class A(2002-2) Notes, 8.9231%, subject to adjustment in accordance with Section 2.02. "Required Subordinated Percentage of Class D Notes" means, for the Class A(2002-2) Notes, 1.8462%, subject to adjustment in accordance with Section 2.02. "Stated Principal Amount" means $500,000,000. "Telerate Page 3750" means the display page currently so designated on the Bridge Telerate Market Report (or such other page as may replace that page on that service for the purpose of displaying comparable rates or prices). Section 1.02. Governing Law. THIS TERMS DOCUMENT WILL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATION LAW, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Section 1.03. Counterparts. This Terms Document may be executed in any number of counterparts, each of which so executed will be deemed to be an original, but all such counterparts will together constitute but one and the same instrument. Section 1.04. Ratification of Indenture, the Asset Pool 1 Supplement and Indenture Supplement. As supplemented by this Terms Document, each of the Indenture, the Asset Pool 1 Supplement and the Indenture Supplement is in all respects ratified and confirmed and the Indenture as so supplemented by the Asset Pool 1 Supplement as so supplemented by the Indenture Supplement as so supplemented and this Terms Document shall be read, taken and construed as one and the same instrument. [END OF ARTICLE I] 7 ARTICLE II The Class A(2002-2) Notes Section 2.01. Creation and Designation. There is hereby created a tranche of Card Series Class A Notes to be issued pursuant to the Indenture, the Asset Pool 1 Supplement and the Indenture Supplement to be known as the "Card Series Class A(2002-2) Notes." Section 2.02. Adjustments to Required Subordinated Percentages. (a) On any date, the Issuer may change the Required Subordinated Percentage of Class B Notes or the Required Subordinated Percentage of Class C Notes, in each case for the Class A(2002-2) Notes, without the consent of any Noteholders or any Note Rating Agencies, provided that, after giving effect to such change, (x) the sum of the Required Subordination Percentage of Class B Notes and the Required Subordinated Percentage of Class C Notes, in each case, for the Class A(2002-2) Notes after giving effect to such change is equal to or greater than the sum of the Required Subordination Percentage of Class B Notes and the Required Subordinated Percentage of Class C Notes, in each case, for the Class A(2002-2) Notes immediately prior to giving effect to such change and (y) the Required Subordinated Amount of Class B Notes for the Class A(2002-2) Notes does not exceed the Maximum Subordinated Amount of Class B Notes. (b) On any date, the Issuer may change the Required Subordinated Percentage of Class B Notes, the Required Subordinated Percentage of Class C Notes or the Required Subordinated Percentage of Class D Notes, in each case for the Class A(2002-2) Notes, such that after giving effect to all changes to such percentages on such date the sum of the Required Subordination Percentage of Class B Notes, the Required Subordinated Percentage of Class C Notes and the Required Subordinated Amount of Class D Notes, in each case, for the Class A(2002-2) Notes after giving effect to such change is less than the sum of the Required Subordination Percentage of Class B Notes, the Required Subordinated Percentage of Class C Notes and the Required Subordinated Amount of Class D Notes, in each case, for the Class A(2002-2) Notes immediately prior to giving effect to such change, without the consent of any Noteholders, provided that the Issuer has (i) received written confirmation from each Note Rating Agency that has rated any Outstanding Notes of the Card Series that the change in such percentage will not result in a Ratings Effect with respect to any Outstanding Class A(2002-2) Notes and (ii) delivered to the Indenture Trustee and the Note Rating Agencies a Master Trust Tax Opinion for each Master Trust and an Issuer Tax Opinion. Section 2.03. Interest Payment. (a) For each Interest Payment Date, the amount of interest due with respect to the Class A(2002-2) Notes shall be an amount equal to the product of (i)(A) a fraction, the numerator of which is the actual number of days in the related Interest Period and the denominator of which is 360, times (B) the Note Interest Rate in effect with respect to the related Interest Period, times (ii) the Outstanding Dollar Principal Amount of the Class A(2002-2) Notes determined as of the Record Date preceding the related Distribution Date. Any interest on the Class A(2002-2) Notes will be calculated on the basis of the actual number of days in the related Interest Period and a 360-day year. 8 (b) Pursuant to Section 3.03 of the Indenture Supplement, on each Distribution Date, the Indenture Trustee shall deposit into the Class A(2002-2) Interest Funding sub-Account the portion of Card Series Available Finance Charge Amounts allocable to the Class A(2002-2) Notes. Section 2.04. Calculation Agent; Determination of LIBOR. (a) The Issuer hereby agrees that for so long as any Class A(2002-2) Notes are Outstanding, there shall at all times be an agent appointed to calculate LIBOR for each Interest Period (the "Calculation Agent"). The Issuer hereby initially appoints the Indenture Trustee as the Calculation Agent for purposes of determining LIBOR for each Interest Period. The Calculation Agent may be removed by the Issuer at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer, or if the Calculation Agent fails to determine LIBOR for an Interest Period, the Issuer shall promptly appoint a replacement Calculation Agent that does not control or is not controlled by or under common control with the Issuer or its Affiliates. The Calculation Agent may not resign its duties, and the Issuer may not remove the Calculation Agent, without a successor having been duly appointed. (b) On each LIBOR Determination Date, the Calculation Agent shall determine LIBOR on the basis of the rate for deposits in United States dollars for a one-month period which appears on Telerate Page 3750 as of 11:00 a.m., London time, on such date. If such rate does not appear on Telerate Page 3750, the rate for that LIBOR Determination Date shall be determined on the basis of the rates at which deposits in United States dollars are offered by the Reference Banks at approximately 11:00 a.m., London time, on that day to prime banks in the London interbank market for a one-month period. The Calculation Agent shall request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two such quotations are provided, the rate for that LIBOR Determination Date shall be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that LIBOR Determination Date will be the arithmetic mean of the rates quoted by major banks in New York City, selected by the Beneficiary, at approximately 11:00 a.m., New York City time, on that day for loans in United States dollars to leading European banks for a one-month period. (c) The Note Interest Rate applicable to the then current and the immediately preceding Interest Periods may be obtained by telephoning the Indenture Trustee at its corporate trust office at (212) 815-3247 or such other telephone number as shall be designated by the Indenture Trustee for such purpose by prior written notice by the Indenture Trustee to each Noteholder from time to time. (d) On each LIBOR Determination Date, the Calculation Agent shall send to the Indenture Trustee, the Issuer and the Beneficiary, by facsimile transmission, notification of LIBOR for the following Interest Period. Section 2.05. Payments of Interest and Principal. (a) Any installment of interest or principal, if any, payable on any Class A(2002-2) Note which is punctually paid or duly provided for by the Issuer and the Indenture Trustee on the applicable Interest Payment Date or Principal Payment Date shall be paid by the Paying Agent to the Person in whose name such Class A(2002-2) Note (or one or more Predecessor Notes) is registered on the Record Date, by wire transfer of immediately available funds to such 9 Person's account as has been designated by written instructions received by the Paying Agent from such Person not later than the close of business on the third Business Day preceding the date of payment or, if no such account has been so designated, by check mailed first-class, postage prepaid to such Person's address as it appears on the Note Register on such Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of Cede & Co., payment shall be made by wire transfer in immediately available funds to the account designated by such nominee. (b) The right of the Class A(2002-2) Noteholders to receive payments from the Issuer will terminate on the first Business Day following the Class A(2002-2) Termination Date. Section 2.06. Form of Delivery of Class A(2002-2) Notes; Depository; Denominations. (a) The Class A(2002-2) Notes shall be delivered in the form of a global Registered Note as provided in Sections 202 and 301(i) of the Indenture, respectively. (b) The Depository for the Class A(2002-2) Notes shall be The Depository Trust Company, and the Class A(2002-2) Notes shall initially be registered in the name of Cede & Co., its nominee. (c) The Class A(2002-2) Notes will be issued in minimum denominations of $1,000 and integral multiples of that amount. Section 2.07. Delivery and Payment for the Class A(2002-2) Notes. The Issuer shall execute and deliver the Class A(2002-2) Notes to the Indenture Trustee for authentication, and the Indenture Trustee shall deliver the Class A(2002-2) Notes when authenticated, each in accordance with Section 303 of the Indenture. Section 2.08. Targeted Deposits to the Accumulation Reserve Account. The deposit targeted to be made to the Accumulation Reserve Account for any Monthly Period during the Accumulation Reserve Funding Period will be an amount equal to the Required Accumulation Reserve sub-Account Amount. Section 2.09. Capital One Derivative Agreement. (a) On any Distribution Date, any amount owed by the Issuer pursuant to the ISDA Master Agreement, dated as of October 9, 2002, as supplemented by the Schedule thereto, dated as of October 9, 2002, and the Confirmation thereto relating to the Class A(2002-2) Notes, dated as of October 9, 2002 (collectively, the "Capital One Derivative Agreement"), each between Capital One Bank and the Issuer, shall be paid to Capital One Bank from Card Series Finance Charge Amounts (available after giving effect to Sections 3.01(a) through (l) of the Indenture Supplement) for such Distribution Date in an amount not to exceed the lesser of (i) the product of (x) the amount of Card Series Finance Charge Amounts available for application pursuant to Section 3.01(m) of the Indenture Supplement times (y) a fraction, the numerator of which is the Nominal Liquidation Amount of the Class A(2002-2) Notes as of the close of business on the last day of the preceding Monthly Period and the denominator of which is the Nominal Liquidation Amount of all tranches of Card Series Notes as of the close of business on the last day of the preceding Monthly 10 Period and (ii) the amount of such payment owed by the Issuer to Capital One Bank on such Distribution Date. (b) On any Distribution Date, any amount owed to the Issuer pursuant to the Capital One Derivative Agreement shall be, when received by the Issuer, treated as Card Series Finance Charge Amounts for the purposes of Section 3.01(n) of the Indenture Supplement. (c) The Capital One Derivative Agreement shall not be considered a "Derivative Agreement" (as such term is defined in the Indenture) for the purposes of Indenture, the Asset Pool Supplement or the Indenture Supplement. [END OF ARTICLE II] 11 IN WITNESS WHEREOF, the parties hereto have caused this Terms Document to be duly executed, all as of the day and year first above written. CAPITAL ONE MULTI-ASSET EXECUTION TRUST, by DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual capacity, but solely as Owner Trustee on behalf of the Trust By: /s/ Michele Voon --------------------------------------------------- Name: Michele Voon Title: Attorney-in-Fact THE BANK OF NEW YORK, as Indenture Trustee and not in its individual capacity By: /s/ Scott J. Tepper --------------------------------------------------- Name: Scott J. Tepper Title: Assistant Vice President [Signature Page to the Class A(2002-1) Terms Document] EX-4.8 10 dex48.txt CLASS A 2002-2 TERM DOCUMENT Exhibit 4.8 EXECUTION COPY ================================================================================ CAPITAL ONE MULTI-ASSET EXECUTION TRUST as Issuer and THE BANK OF NEW YORK as Indenture Trustee CLASS A(2002-2) TERMS DOCUMENT dated as of October 9, 2002 to CARD SERIES INDENTURE SUPPLEMENT dated as of October 9, 2002 to ASSET POOL 1 SUPPLEMENT dated as of October 9, 2002 to INDENTURE dated as of October 9, 2002 ================================================================================ TABLE OF CONTENTS
Page ARTICLE I Definitions and Other Provisions of General Application Section 1.01. Definitions ............................................................... 1 Section 1.02. Governing Law ............................................................. 7 Section 1.03. Counterparts .............................................................. 7 Section 1.04. Ratification of Indenture, the Asset Pool 1 Supplement and Indenture Supplement ................................................................ 7 ARTICLE II The Class A(2002-2) Notes Section 2.01. Creation and Designation .................................................. 8 Section 2.02. Adjustments to Required Subordinated Percentages .......................... 8 Section 2.03. Interest Payment .......................................................... 8 Section 2.04. Calculation Agent; Determination of LIBOR ................................. 9 Section 2.05. Payments of Interest and Principal ........................................ 9 Section 2.06. Form of Delivery of Class A(2002-2) Notes; Depository; Denominations ...... 10 Section 2.07. Delivery and Payment for the Class A(2002-2) Notes ........................ 10 Section 2.08. Targeted Deposits to the Accumulation Reserve Account ..................... 10 Section 2.09. Capital One Derivative Agreement .......................................... 10
-i- An extra section break has been inserted above this paragraph. Do not delete this section break if you plan to add text after the Table of Contents/Authorities. Deleting this break will cause Table of Contents/Authorities headers and footers to appear on any pages following the Table of Contents/Authorities. THIS CLASS A(2002-2) TERMS DOCUMENT (this "Terms Document"), by and between CAPITAL ONE MULTI-ASSET EXECUTION TRUST, a statutory trust created 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, and THE BANK OF NEW YORK, a New York banking corporation, as Indenture Trustee (the "Indenture Trustee"), is made and entered into as of October 9, 2002. Pursuant to this Terms Document, the Issuer shall create a new tranche of Class A Notes and shall specify the principal terms thereof. ARTICLE I Definitions and Other Provisions of General Application Section 1.01. Definitions. For all purposes of this Terms Document, except as otherwise expressly provided or unless the context otherwise requires: (1) the terms defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular; (2) all other terms used herein which are defined in the Indenture Supplement, the Asset Pool 1 Supplement or the Indenture, either directly or by reference therein, have the meanings assigned to them therein; (3) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles and, except as otherwise herein expressly provided, the term "generally accepted accounting principles" with respect to any computation required or permitted hereunder means such accounting principles as are generally accepted in the United States of America at the date of such computation; (4) all references in this Terms Document to designated "Articles," "Sections" and other subdivisions are to the designated Articles, Sections and other subdivisions of this Terms Document; (5) the words "herein," "hereof" and "hereunder" and other words of similar import refer to this Terms Document as a whole and not to any particular Article, Section or other subdivision; (6) in the event that any term or provision contained herein shall conflict with or be inconsistent with any term or provision contained in the Indenture Supplement, the Asset Pool 1 Supplement, the Indenture or the Transfer and Administration Agreement, the terms and provisions of this Terms Document shall be controlling; (7) each capitalized term defined herein shall relate only to the Class A(2002-2) Notes and no other Tranche of Notes issued by the Issuer; and 1 (8) "including" and words of similar import will be deemed to be followed by "without limitation." "Accumulation Period Amount" means $50,000,000; provided, however, if the Accumulation Period Length is determined to be less than twelve (12) months pursuant to Section 3.10(b)(ii) of the Indenture Supplement, the Accumulation Period Amount shall be the amount specified in the definition of "Accumulation Period Amount" in the Indenture Supplement. "Accumulation Reserve Funding Period" shall mean, (a) if the Accumulation Period Length is determined to be one (1) month, there shall be no Accumulation Reserve Funding Period and (b) otherwise, the period (x) commencing on the earliest to occur of (i) the Monthly Period beginning three (3) calendar months prior to the first Distribution Date for which a budgeted deposit is targeted to be made into the Principal Funding sub-Account of the Class A(2002-2) Notes pursuant to Section 3.10(b) of the Indenture Supplement, (ii) the Monthly Period following the first Distribution Date following and including the August 2003 Distribution Date for which the Quarterly Excess Spread Percentage is less than 2%, but in such event the Accumulation Reserve Funding Period shall not be required to commence earlier than 12 months prior to the first Distribution Date for which a budgeted deposit is targeted to be made into the Principal Funding sub-Account for the Class A(2002-2) Notes pursuant to Section 3.10(b) of the Indenture Supplement, (iii) the Monthly Period following the first Distribution Date following and including the February 2004 Distribution Date for which the Quarterly Excess Spread Percentage is less than 3%, but in such event the Accumulation Reserve Funding Period shall not be required to commence earlier than 6 months prior to the first Distribution Date for which a budgeted deposit is targeted to be made into the Principal Funding sub-Account for the Class A(2002-2) Notes pursuant to Section 3.10(b) of the Indenture Supplement, and (iv) the Monthly Period following the first Distribution Date following and including the April 2004 Distribution Date for which the Quarterly Excess Spread Percentage is less than 4%, but in such event the Accumulation Reserve Funding Period shall not be required to commence earlier than 4 months prior to the first Distribution Date for which a budgeted deposit is targeted to be made into the Principal Funding sub-Account for the Class A(2002-2) Notes pursuant to Section 3.10(b) of the Indenture Supplement and (y) ending on the close of business on the last day of the Monthly Period preceding the earlier to occur of (i) the Expected Principal Payment Date for the Class A(2002-2) Notes and (ii) the date on which the Class A(2002-2) Notes are paid in full. "Asset Pool 1 Supplement" means the Asset Pool 1 Supplement dated as of October 9, 2002, by and between the Issuer and the Indenture Trustee, as amended and supplemented from time to time. "Base Rate" means, with respect to any Monthly Period, the sum of (a) the Card Series Servicing Fee Percentage and (b) the weighted average (based on the Outstanding Dollar Principal Amount of the related Card Series Notes) of the following: (i) in the case of a Tranche of Card Series Dollar Interest-bearing Notes with no Derivative Agreement for interest, the rate of interest applicable to such Tranche for the period from and including the Monthly Interest Accrual Date for such Tranche of Card Series Dollar Interest-bearing Notes in such Monthly Period to but excluding the Monthly Interest Accrual Date for such Tranche of Card Series Dollar Interest-bearing Notes in the following Monthly Period; 2 (ii) in the case of a Tranche of Card Series Discount Notes, the rate of accretion (converted to an accrual rate) of such Tranche for the period from and including the Monthly Interest Accrual Date for such Tranche of Card Series Discount Notes in such Monthly Period to but excluding the Monthly Interest Accrual Date for such Tranche of Card Series Discount Notes in the following Monthly Period; (iii) in the case of a Tranche of Card Series Notes with a Performing Derivative Agreement for interest, the rate at which payments by the Issuer to the applicable Derivative Counterparty accrue (prior to the netting of such payments, if applicable) for the period from and including the Monthly Interest Accrual Date for such Tranche of Card Series Notes in such Monthly Period to but excluding the Monthly Interest Accrual Date for such Tranche of Card Series Notes in the following Monthly Period; provided, however, that in the case of a Tranche of Card Series Notes with a Performing Derivative Agreement for interest in which the rating on such Tranche of Card Series Notes is not dependant upon the rating of the applicable Derivative Counterparty, the amount determined pursuant to this clause (iii) will be the higher of (1) the rate determined pursuant to this clause (iii) above and (2) the rate of interest applicable to such Tranche for the period from and including the Monthly Interest Accrual Date for such Tranche of Card Series Notes in such Monthly Period to but excluding the Monthly Interest Accrual Date for such Tranche of Card Series Notes in the following Monthly Period; and (iv) in the case of a tranche of Card Series Notes with a non-Performing Derivative Agreement for interest, the rate specified for that date in the related Terms Document. "Calculation Agent" is defined in Section 2.04(a). "Class A(2002-2) Adverse Event" means the occurrence of any of the following: (a) an Early Redemption Event with respect to the Class A(2002-2) Notes or (b) an Event of Default and acceleration of the Class A(2002-2) Notes. "Class A(2002-2) Note" means any Note, substantially in the form set forth in Exhibit A-1 to the Indenture Supplement, designated therein as a Class A(2002-2) Note and duly executed and authenticated in accordance with the Indenture. "Class A(2002-2) Noteholder" means a Person in whose name a Class A(2002-2) Note is registered in the Note Register. "Class A(2002-2) Termination Date" means the earliest to occur of (a) the Principal Payment Date on which the Outstanding Dollar Principal Amount of the Class A(2002-2) Notes is paid in full, (b) the Legal Maturity Date and (c) the date on which the Indenture is discharged and satisfied pursuant to Article VI thereof. "Excess Spread Percentage" shall mean, with respect to any Distribution Date, the amount, if any, by which the Portfolio Yield for the preceding Monthly Period exceeds the Base Rate for such Monthly Period. 3 "Expected Principal Payment Date" means September 15, 2005. "Initial Dollar Principal Amount" means $600,000,000. "Indenture" means the Indenture dated as of October 9, 2002, by and between the Issuer and the Indenture Trustee, as amended and supplemented from time to time. "Indenture Supplement" means the Card Series Indenture Supplement dated as of October 9, 2002, by and between the Issuer and the Indenture Trustee, as amended and supplemented from time to time. "Interest Payment Date" means the fifteenth day of each month commencing in November 2002, or if such fifteenth day is not a Business Day, the next succeeding Business Day. "Interest Period" means, with respect to any Interest Payment Date, the period from and including the previous Interest Payment Date (or in the case of the initial Interest Payment Date, from and including the Issuance Date) through the day preceding such Interest Payment Date. "Issuance Date" means October 9, 2002. "Legal Maturity Date" means July 15, 2008. "LIBOR" means, for any Interest Period, the London interbank offered rate for one-month United States dollar deposits determined by the Indenture Trustee on the LIBOR Determination Date for each Interest Period in accordance with the provisions of Section 2.04. "LIBOR Determination Date" means October 7, 2002 for the period from and including the Issuance Date to but excluding November 15, 2002 and the second London Business Day prior to the commencement of the second and each subsequent Interest Period. "London Business Day" means any Business Day on which dealings in deposits in United States Dollars are transacted in the London interbank market. "Maximum Subordination Amount of Class B Notes" means, for the Class A(2002-2) Notes for any date of determination, an amount equal to the product of (a) Adjusted Outstanding Dollar Principal Amount of the Class A(2002-2) Notes on such date of determination and (b) the percentage equivalent of a fraction, the numerator of which is 10 and the denominator of which is 81.25. "Note Interest Rate" means a rate per annum equal to 0.19% in excess of LIBOR as determined by the Calculation Agent on the related LIBOR Determination Date with respect to each Interest Period. "Paying Agent" means The Bank of New York. "Portfolio Yield" means, with respect to any Monthly Period, the annualized percentage equivalent of a fraction: 4 (a) the numerator of which is equal to the sum of: (i) the aggregate amount of Finance Charge Amounts allocated to the Card Series with respect to such Monthly Period; plus (ii) the aggregate amount of Interest Funding sub-Account Earnings on all Tranches of Card Series Notes for such Monthly Period; plus (iii) any amounts to be treated as Card Series Finance Charge Amounts pursuant to Sections 3.20(d) and 3.27(a) of the Indenture Supplement, minus (iv) the aggregate of (1) the excess, if any, of the sum of the PFA Prefunding Earnings Shortfall plus the PFA Accumulation Earnings Shortfall over the sum of the aggregate amount to be treated as Card Series Finance Charge Amounts for such Monthly Period pursuant to Sections 3.04(a)(ii) and 3.25(a) of the Indenture Supplement plus any other amounts applied to cover earnings shortfalls on amounts in the Principal Funding sub-Account for any tranche of Card Series Notes for such Monthly Period, minus (v) the Card Series Default Amount for such Monthly Period, and (b) the denominator of which is the numerator used in the calculation of the Card Series Floating Allocation Percentage for such Monthly Period. "Quarterly Excess Spread Percentage" means, with respect to the August 2003 Distribution Date and each Distribution Date thereafter, the percentage equivalent of a fraction the numerator of which is the sum of the Excess Spread Percentages with respect to the immediately preceding three Monthly Periods and the denominator of which is three. "Record Date" means, for any Distribution Date, the last Business Day of the preceding Monthly Period. "Reference Banks" means four major banks in the London interbank market selected by the Beneficiary. "Required Accumulation Reserve sub-Account Amount" means, with respect to any Monthly Period during the Accumulation Reserve Funding Period, an amount equal to (i) 0.5% of the Outstanding Dollar Principal Amount of the Class A(2002-2) Notes as of the close of business on the last day of the preceding Monthly Period or (ii) any other amount designated by the Issuer; provided, however, that if such designation is of a lesser amount, the Note Rating Agencies shall have provided prior written confirmation that a Ratings Effect will not occur with respect to such change. "Required Subordinated Amount of Class B Notes" means, for the Class A(2002-2) Notes for any date of determination, an amount equal to the product of (a) the Required Subordinated Percentage of Class B Notes for such Class A(2002-2) Notes on such date of determination and (b) the Adjusted Outstanding Dollar Principal Amount of such Class A(2002-2) Notes on such date of determination; provided, however, that such an amount shall not exceed the 5 Maximum Subordination Amount of Class B Notes for the Class A(2002-2) Notes; provided further, however, that for any date of determination on or after the occurrence and during the continuation of a Class A(2002-2) Adverse Event, the Required Subordinated Amount of Class B Notes for the Class A(2002-2) Notes will be the greater of (x) the amount determined above for such date of determination and (y) the amount determined above for the date immediately prior to the date on which such Class A(2002-2) Adverse Event shall have occurred. "Required Subordinated Amount of Class C Notes" means, for the Class A(2002-2) Notes for any date of determination, an amount equal to the product of (a) the Required Subordinated Percentage of Class C Notes for such Class A(2002-2) Notes on such date of determination and (b) the Adjusted Outstanding Dollar Principal Amount of such Class A(2002-2) Notes on such date of determination; provided, however, that for any date of determination, unless (i) the Prefunding Target Amount for any Tranche of Card Series Notes on such date of determination is greater than zero or (ii) any prefunded amounts are on deposit in a Principal Funding sub-Account on such date of determination for any Tranche of Card Series Notes, the Required Subordinated Amount of Class C Notes for the Class A(2002-2) Notes will not be less than an amount equal to (i) 3.0% of the Initial Dollar Principal Amount of the Class A(2002-2) Notes, minus (ii) the Required Subordinated Amount of Class D Notes for the Class A(2002-2) Notes; provided further, however, that for any date of determination on or after the occurrence and during the continuation of a Class A(2002-2) Adverse Event, the Required Subordinated Amount of Class C Notes for the Class A(2002-2) Notes will be the greater of (x) the amount determined above for such date of determination, (y) the amount determined above for the date immediately prior to the date on which such Class A(2002-2) Adverse Event shall have occurred and (z) unless (i) the Prefunding Target Amount for any Tranche of Card Series Notes on such date of determination is greater than zero or (ii) any prefunded amounts are on deposit in a Principal Funding sub-Account on such date of determination for any Tranche of Card Series Notes, the amount determined pursuant to the preceding proviso. "Required Subordinated Amount of Class D Notes" means, for the Class A(2002-2) Notes for any date of determination, an amount equal to the product of (a) the Required Subordinated Percentage of Class D Notes for such Class A(2002-2) Notes on such date of determination and (b) the Adjusted Outstanding Dollar Principal Amount of such Class A(2002-2) Notes on such date of determination; provided, however, that for any date of determination, unless (i) the Prefunding Target Amount for any Tranche of Card Series Notes on such date of determination is greater than zero or (ii) any prefunded amounts are on deposit in a Principal Funding sub-Account on such date of determination for any Tranche of Card Series Notes, the Required Subordinated Amount of Class D Notes for the Class A(2002-2) Notes will not be less than an amount equal to 1.8462% of the Initial Dollar Principal Amount of the Class A(2002-2) Notes, provided further, however, that for any date of determination on or after the occurrence and during the continuation of a Class A(2002-2) Adverse Event, the Required Subordinated Amount of Class D Notes for the Class A(2002-2) Notes will be the greatest of (x) the amount determined above for such date of determination, (y) the amount determined above for the date immediately prior to the date on which such Class A(2002-2) Adverse Event shall have occurred and (z) unless (i) the Prefunding Target Amount for any Tranche of Card Series Notes on such date of determination is greater than zero or (ii) any prefunded amounts are on deposit in a Principal Funding sub-Account on such date of determination for any Tranche of Card Series Notes, the amount determined pursuant to the preceding proviso. 6 "Required Subordinated Percentage of Class B Notes" means, for the Class A(2002-2) Notes, 12.3077%, subject to adjustment in accordance with Section 2.02. "Required Subordinated Percentage of Class C Notes" means, for the Class A(2002-2) Notes, 8.9231%, subject to adjustment in accordance with Section 2.02. "Required Subordinated Percentage of Class D Notes" means, for the Class A(2002-2) Notes, 1.8462%, subject to adjustment in accordance with Section 2.02. "Stated Principal Amount" means $600,000,000. "Telerate Page 3750" means the display page currently so designated on the Bridge Telerate Market Report (or such other page as may replace that page on that service for the purpose of displaying comparable rates or prices). Section 1.02. Governing Law. THIS TERMS DOCUMENT WILL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATION LAW, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Section 1.03. Counterparts. This Terms Document may be executed in any number of counterparts, each of which so executed will be deemed to be an original, but all such counterparts will together constitute but one and the same instrument. Section 1.04. Ratification of Indenture, the Asset Pool 1 Supplement and Indenture Supplement. As supplemented by this Terms Document, each of the Indenture, the Asset Pool 1 Supplement and the Indenture Supplement is in all respects ratified and confirmed and the Indenture as so supplemented by the Asset Pool 1 Supplement as so supplemented by the Indenture Supplement as so supplemented and this Terms Document shall be read, taken and construed as one and the same instrument. [END OF ARTICLE I] 7 ARTICLE II The Class A(2002-2) Notes Section 2.01. Creation and Designation. There is hereby created a tranche of Card Series Class A Notes to be issued pursuant to the Indenture, the Asset Pool 1 Supplement and the Indenture Supplement to be known as the "Card Series Class A(2002-2) Notes." Section 2.02. Adjustments to Required Subordinated Percentages. (a) On any date, the Issuer may change the Required Subordinated Percentage of Class B Notes or the Required Subordinated Percentage of Class C Notes, in each case for the Class A(2002-2) Notes, without the consent of any Noteholders or any Note Rating Agencies, provided that, after giving effect to such change, (x) the sum of the Required Subordination Percentage of Class B Notes and the Required Subordinated Percentage of Class C Notes, in each case, for the Class A(2002-2) Notes after giving effect to such change is equal to or greater than the sum of the Required Subordination Percentage of Class B Notes and the Required Subordinated Percentage of Class C Notes, in each case, for the Class A(2002-2) Notes immediately prior to giving effect to such change and (y) the Required Subordinated Amount of Class B Notes for the Class A(2002-2) Notes does not exceed the Maximum Subordinated Amount of Class B Notes. (b) On any date, the Issuer may change the Required Subordinated Percentage of Class B Notes, the Required Subordinated Percentage of Class C Notes or the Required Subordinated Percentage of Class D Notes, in each case for the Class A(2002-2) Notes, such that after giving effect to all changes to such percentages on such date the sum of the Required Subordination Percentage of Class B Notes, the Required Subordinated Percentage of Class C Notes and the Required Subordinated Amount of Class D Notes, in each case, for the Class A(2002-2) Notes after giving effect to such change is less than the sum of the Required Subordination Percentage of Class B Notes, the Required Subordinated Percentage of Class C Notes and the Required Subordinated Amount of Class D Notes, in each case, for the Class A(2002-2) Notes immediately prior to giving effect to such change, without the consent of any Noteholders, provided that the Issuer has (i) received written confirmation from each Note Rating Agency that has rated any Outstanding Notes of the Card Series that the change in such percentage will not result in a Ratings Effect with respect to any Outstanding Class A(2002-2) Notes and (ii) delivered to the Indenture Trustee and the Note Rating Agencies a Master Trust Tax Opinion for each Master Trust and an Issuer Tax Opinion. Section 2.03. Interest Payment. (a) For each Interest Payment Date, the amount of interest due with respect to the Class A(2002-2) Notes shall be an amount equal to the product of (i)(A) a fraction, the numerator of which is the actual number of days in the related Interest Period and the denominator of which is 360, times (B) the Note Interest Rate in effect with respect to the related Interest Period, times (ii) the Outstanding Dollar Principal Amount of the Class A(2002-2) Notes determined as of the Record Date preceding the related Distribution Date. Any interest on the Class A(2002-2) Notes will be calculated on the basis of the actual number of days in the related Interest Period and a 360-day year. 8 (b) Pursuant to Section 3.03 of the Indenture Supplement, on each Distribution Date, the Indenture Trustee shall deposit into the Class A(2002-2) Interest Funding sub-Account the portion of Card Series Available Finance Charge Amounts allocable to the Class A(2002-2) Notes. Section 2.04. Calculation Agent; Determination of LIBOR. (a) The Issuer hereby agrees that for so long as any Class A(2002-2) Notes are Outstanding, there shall at all times be an agent appointed to calculate LIBOR for each Interest Period (the "Calculation Agent"). The Issuer hereby initially appoints the Indenture Trustee as the Calculation Agent for purposes of determining LIBOR for each Interest Period. The Calculation Agent may be removed by the Issuer at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer, or if the Calculation Agent fails to determine LIBOR for an Interest Period, the Issuer shall promptly appoint a replacement Calculation Agent that does not control or is not controlled by or under common control with the Issuer or its Affiliates. The Calculation Agent may not resign its duties, and the Issuer may not remove the Calculation Agent, without a successor having been duly appointed. (b) On each LIBOR Determination Date, the Calculation Agent shall determine LIBOR on the basis of the rate for deposits in United States dollars for a one-month period which appears on Telerate Page 3750 as of 11:00 a.m., London time, on such date. If such rate does not appear on Telerate Page 3750, the rate for that LIBOR Determination Date shall be determined on the basis of the rates at which deposits in United States dollars are offered by the Reference Banks at approximately 11:00 a.m., London time, on that day to prime banks in the London interbank market for a one-month period. The Calculation Agent shall request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two such quotations are provided, the rate for that LIBOR Determination Date shall be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that LIBOR Determination Date will be the arithmetic mean of the rates quoted by major banks in New York City, selected by the Beneficiary, at approximately 11:00 a.m., New York City time, on that day for loans in United States dollars to leading European banks for a one-month period. (c) The Note Interest Rate applicable to the then current and the immediately preceding Interest Periods may be obtained by telephoning the Indenture Trustee at its corporate trust office at (212) 815-3247 or such other telephone number as shall be designated by the Indenture Trustee for such purpose by prior written notice by the Indenture Trustee to each Noteholder from time to time. (d) On each LIBOR Determination Date, the Calculation Agent shall send to the Indenture Trustee, the Issuer and the Beneficiary, by facsimile transmission, notification of LIBOR for the following Interest Period. Section 2.05. Payments of Interest and Principal. (a) Any installment of interest or principal, if any, payable on any Class A(2002-2) Note which is punctually paid or duly provided for by the Issuer and the Indenture Trustee on the applicable Interest Payment Date or Principal Payment Date shall be paid by the Paying Agent to the Person in whose name such Class A(2002-2) Note (or one or more Predecessor Notes) is registered on the Record Date, by wire transfer of immediately available funds to such 9 Person's account as has been designated by written instructions received by the Paying Agent from such Person not later than the close of business on the third Business Day preceding the date of payment or, if no such account has been so designated, by check mailed first-class, postage prepaid to such Person's address as it appears on the Note Register on such Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of Cede & Co., payment shall be made by wire transfer in immediately available funds to the account designated by such nominee. (b) The right of the Class A(2002-2) Noteholders to receive payments from the Issuer will terminate on the first Business Day following the Class A(2002-2) Termination Date. Section 2.06. Form of Delivery of Class A(2002-2) Notes; Depository; Denominations. (a) The Class A(2002-2) Notes shall be delivered in the form of a global Registered Note as provided in Sections 202 and 301(i) of the Indenture, respectively. (b) The Depository for the Class A(2002-2) Notes shall be The Depository Trust Company, and the Class A(2002-2) Notes shall initially be registered in the name of Cede & Co., its nominee. (c) The Class A(2002-2) Notes will be issued in minimum denominations of $1,000 and integral multiples of that amount. Section 2.07. Delivery and Payment for the Class A(2002-2) Notes. The Issuer shall execute and deliver the Class A(2002-2) Notes to the Indenture Trustee for authentication, and the Indenture Trustee shall deliver the Class A(2002-2) Notes when authenticated, each in accordance with Section 303 of the Indenture. Section 2.08. Targeted Deposits to the Accumulation Reserve Account. The deposit targeted to be made to the Accumulation Reserve Account for any Monthly Period during the Accumulation Reserve Funding Period will be an amount equal to the Required Accumulation Reserve sub-Account Amount. Section 2.09. Capital One Derivative Agreement. (a) On any Distribution Date, any amount owed by the Issuer pursuant to the ISDA Master Agreement, dated as of October 9, 2002, as supplemented by the Schedule thereto, dated as of October 9, 2002, and the Confirmation thereto relating to the Class A(2002-2) Notes, dated as of October 9, 2002 (collectively, the "Capital One Derivative Agreement"), each between Capital One Bank and the Issuer, shall be paid to Capital One Bank from Card Series Finance Charge Amounts (available after giving effect to Sections 3.01(a) through (l) of the Indenture Supplement) for such Distribution Date in an amount not to exceed the lesser of (i) the product of (x) the amount of Card Series Finance Charge Amounts available for application pursuant to Section 3.01(m) of the Indenture Supplement times (y) a fraction, the numerator of which is the Nominal Liquidation Amount of the Class A(2002-2) Notes as of the close of business on the last day of the preceding Monthly Period and the denominator of which is the Nominal Liquidation Amount of all tranches of Card Series Notes as of the close of business on the last day of the preceding Monthly 10 Period and (ii) the amount of such payment owed by the Issuer to Capital One Bank on such Distribution Date. (b) On any Distribution Date, any amount owed to the Issuer pursuant to the Capital One Derivative Agreement shall be, when received by the Issuer, treated as Card Series Finance Charge Amounts for the purposes of Section 3.01(n) of the Indenture Supplement. (c) The Capital One Derivative Agreement shall not be considered a "Derivative Agreement" (as such term is defined in the Indenture) for the purposes of Indenture, the Asset Pool Supplement or the Indenture Supplement. [END OF ARTICLE II] 11 IN WITNESS WHEREOF, the parties hereto have caused this Terms Document to be duly executed, all as of the day and year first above written. CAPITAL ONE MULTI-ASSET EXECUTION TRUST, by DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual capacity, but solely as Owner Trustee on behalf of the Trust By: /s/ Michele Voon ------------------------------------ Name: Michele Voon Title: Attorney-in-Fact THE BANK OF NEW YORK, as Indenture Trustee and not in its individual capacity By: /s/ Scott J. Tepper ------------------------------------ Name: Scott J. Tepper Title: Assistant Vice President [Signature Page to the Class A(2002-2) Terms Document] EX-4.9 11 dex49.txt CLASS B 2002-1 TERM DOCUMENT Exhibit 4.9 EXECUTION COPY ================================================================================ CAPITAL ONE MULTI-ASSET EXECUTION TRUST as Issuer and THE BANK OF NEW YORK as Indenture Trustee CLASS B(2002-1) TERMS DOCUMENT dated as of October 9, 2002 to CARD SERIES INDENTURE SUPPLEMENT dated as of October 9, 2002 to ASSET POOL 1 SUPPLEMENT dated as of October 9, 2002 to INDENTURE dated as of October 9, 2002 ================================================================================ TABLE OF CONTENTS
Page ARTICLE I Definitions and Other Provisions of General Application Section 1.01. Definitions ............................................................................. 1 Section 1.02. Governing Law ........................................................................... 7 Section 1.03. Counterparts ............................................................................ 7 Section 1.04. Ratification of Indenture, the Asset Pool 1 Supplement and Indenture Supplement ......... 7 ARTICLE II The Class B(2002-1) Notes Section 2.01. Creation and Designation ................................................................ 9 Section 2.02. Adjustments to Required Subordinated Percentages ........................................ 9 Section 2.03. Interest Payment ........................................................................ 9 Section 2.04. Calculation Agent; Determination of LIBOR ............................................... 9 Section 2.05. Payments of Interest and Principal ...................................................... 10 Section 2.06. Form of Delivery of Class B(2002-1) Notes; Depository; Denominations .................... 10 Section 2.07. Delivery and Payment for the Class B(2002-1) Notes ...................................... 11 Section 2.08. Targeted Deposits to the Accumulation Reserve Account ................................... 11 Section 2.09. Capital One Derivative Agreement ........................................................ 11
-i- THIS CLASS B(2002-1) TERMS DOCUMENT (this "Terms Document"), by and between CAPITAL ONE MULTI-ASSET EXECUTION TRUST, a statutory trust created 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 and THE BANK OF NEW YORK, a New York banking corporation, as Indenture Trustee (the "Indenture Trustee"), is made and entered into as of October 9, 2002. Pursuant to this Terms Document, the Issuer shall create a new tranche of Class B Notes and shall specify the principal terms thereof. ARTICLE I Definitions and Other Provisions of General Application Section 1.01. Definitions. For all purposes of this Terms Document, except as otherwise expressly provided or unless the context otherwise requires: (1) the terms defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular; (2) all other terms used herein which are defined in the Indenture Supplement, the Asset Pool 1 Supplement or the Indenture, either directly or by reference therein, have the meanings assigned to them therein; (3) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles and, except as otherwise herein expressly provided, the term "generally accepted accounting principles" with respect to any computation required or permitted hereunder means such accounting principles as are generally accepted in the United States of America at the date of such computation; (4) all references in this Terms Document to designated "Articles," "Sections" and other subdivisions are to the designated Articles, Sections and other subdivisions of this Terms Document; (5) the words "herein," "hereof" and "hereunder" and other words of similar import refer to this Terms Document as a whole and not to any particular Article, Section or other subdivision; (6) in the event that any term or provision contained herein shall conflict with or be inconsistent with any term or provision contained in the Indenture Supplement, the Asset Pool 1 Supplement, the Indenture or the Transfer and Administration Agreement, the terms and provisions of this Terms Document shall be controlling; (7) each capitalized term defined herein shall relate only to the Class B(2002-1) Notes and no other Tranche of Notes issued by the Issuer; and 1 (8) "including" and words of similar import will be deemed to be followed by "without limitation." "Accumulation Period Amount" means $29,166,666.66; provided, however, if the Accumulation Period Length is determined to be less than twelve (12) months pursuant to Section 3.10(b)(ii) of the Indenture Supplement, the Accumulation Period Amount shall be the amount specified in the definition of "Accumulation Period Amount" in the Indenture Supplement. "Accumulation Reserve Funding Period" shall mean, (a) if the Accumulation Period Length is determined to be one (1) month, there shall be no Accumulation Reserve Funding Period and (b) otherwise, the period (x) commencing on the earliest to occur of (i) the Monthly Period beginning three (3) calendar months prior to the first Distribution Date for which a budgeted deposit is targeted to be made into the Principal Funding sub-Account of the Class B(2002-1) Notes pursuant to Section 3.10(b) of the Indenture Supplement, (ii) the Monthly Period following the first Distribution Date following and including the August 2003 Distribution Date for which the Quarterly Excess Spread Percentage is less than 2%, but in such event the Accumulation Reserve Funding Period shall not be required to commence earlier than 12 months prior to the first Distribution Date for which a budgeted deposit is targeted to be made into the Principal Funding sub-Account for the Class B(2002-1) Notes pursuant to Section 3.10(b) of the Indenture Supplement, (iii) the Monthly Period following the first Distribution Date following and including the February 2004 Distribution Date for which the Quarterly Excess Spread Percentage is less than 3%, but in such event the Accumulation Reserve Funding Period shall not be required to commence earlier than 6 months prior to the first Distribution Date for which a budgeted deposit is targeted to be made into the Principal Funding sub-Account for the Class B(2002-1) Notes pursuant to Section 3.10(b) of the Indenture Supplement, and (iv) the Monthly Period following the first Distribution Date following and including the April 2004 Distribution Date for which the Quarterly Excess Spread Percentage is less than 4%, but in such event the Accumulation Reserve Funding Period shall not be required to commence earlier than 4 months prior to the first Distribution Date for which a budgeted deposit is targeted to be made into the Principal Funding sub-Account for the Class B(2002-1) Notes pursuant to Section 3.10(b) of the Indenture Supplement and (y) ending on the close of business on the last day of the Monthly Period preceding the earlier to occur of (i) the Expected Principal Payment Date for the Class B(2002-1) Notes and (ii) the date on which the Class B(2002-1) Notes are paid in full. "Aggregate Class B Unencumbered Amount" means an amount equal to the Adjusted Outstanding Dollar Principal Amount of all Class B Notes in the Card Series minus the sum of the Required Subordinated Amount of Class B Notes for all Class A Notes in the Card Series. "Asset Pool 1 Supplement" means the Asset Pool 1 Supplement dated as of October 9, 2002, by and between the Issuer and the Indenture Trustee, as amended and supplemented from time to time. "Base Rate" means, with respect to any Monthly Period, the sum of (a) the Card Series Servicing Fee Percentage and (b) the weighted average (based on the Outstanding Dollar Principal Amount of the related Card Series Notes) of the following: 2 (i) in the case of a Tranche of Card Series Dollar Interest-bearing Notes with no Derivative Agreement for interest, the rate of interest applicable to such Tranche for the period from and including the Monthly Interest Accrual Date for such Tranche of Card Series Dollar Interest-bearing Notes in such Monthly Period to but excluding the Monthly Interest Accrual Date for such Tranche of Card Series Dollar Interest-bearing Notes in the following Monthly Period; (ii) in the case of a Tranche of Card Series Discount Notes, the rate of accretion (converted to an accrual rate) of such Tranche for the period from and including the Monthly Interest Accrual Date for such Tranche of Card Series Discount Notes in such Monthly Period to but excluding the Monthly Interest Accrual Date for such Tranche of Card Series Discount Notes in the following Monthly Period; (iii) in the case of a Tranche of Card Series Notes with a Performing Derivative Agreement for interest, the rate at which payments by the Issuer to the applicable Derivative Counterparty accrue (prior to the netting of such payments, if applicable) for the period from and including the Monthly Interest Accrual Date for such Tranche of Card Series Notes in such Monthly Period to but excluding the Monthly Interest Accrual Date for such Tranche of Card Series Notes in the following Monthly Period; provided, however, that in the case of a Tranche of Card Series Notes with a Performing Derivative Agreement for interest in which the rating on such Tranche of Card Series Notes is not dependant upon the rating of the applicable Derivative Counterparty, the amount determined pursuant to this clause (iii) will be the higher of (1) the rate determined pursuant to this clause (iii) above and (2) the rate of interest applicable to such Tranche for the period from and including the Monthly Interest Accrual Date for such Tranche of Card Series Notes in such Monthly Period to but excluding the Monthly Interest Accrual Date for such Tranche of Card Series Notes in the following Monthly Period; and (iv) in the case of a tranche of Card Series Notes with a non-Performing Derivative Agreement for interest, the rate specified for that date in the related Terms Document. "Calculation Agent" is defined in Section 2.04(a). "Class B(2002-1) Adverse Event" means the occurrence of any of the following: (a) an Early Redemption Event with respect to the Class B(2002-1) Notes or (b) an Event of Default and acceleration of the Class B(2002-1) Notes. "Class B(2002-1) Note" means any Note, substantially in the form set forth in Exhibit A-2 to the Indenture Supplement, designated therein as a Class B(2002-1) Note and duly executed and authenticated in accordance with the Indenture. "Class B(2002-1) Noteholder" means a Person in whose name a Class B(2002-1) Note is registered in the Note Register. "Class B(2002-1) Termination Date" means the earliest to occur of (a) the Principal Payment Date on which the Outstanding Dollar Principal Amount of the Class B(2002-1) Notes is 3 paid in full, (b) the Legal Maturity Date and (c) the date on which the Indenture is discharged and satisfied pursuant to Article VI thereof. "Encumbered Required Subordinated Amount of Class C Notes" means, for the Class B(2002-1) Notes, an amount equal to the product of (a) the aggregate Required Subordinated Amount of Class C Notes for all Class A Notes in the Card Series with a Required Subordinated Amount of Class B Notes greater than zero and (b) the percentage equivalent of a fraction, the numerator of which is the Adjusted Outstanding Dollar Principal Amount of the Class B(2002-1) Notes and the denominator of which is the Adjusted Outstanding Dollar Principal Amount of all Class B Notes in the Card Series. "Encumbered Required Subordinated Amount of Class D Notes" means, for the Class B(2002-1) Notes, an amount equal to the product of (a) the aggregate Required Subordinated Amount of Class D Notes for all Class A Notes in the Card Series with a Required Subordinated Amount of Class B Notes greater than zero and (b) the percentage equivalent of a fraction, the numerator of which is the Adjusted Outstanding Dollar Principal Amount of the Class B(2002-1) Notes and the denominator of which is the Adjusted Outstanding Dollar Principal Amount of all Class B Notes in the Card Series. "Excess Spread Percentage" shall mean, with respect to any Distribution Date, the amount, if any, by which the Portfolio Yield for the preceding Monthly Period exceeds the Base Rate for such Monthly Period. "Expected Principal Payment Date" means September 15, 2005. "Initial Dollar Principal Amount" means $350,000,000. "Indenture" means the Indenture dated as of October 9, 2002, by and between the Issuer and the Indenture Trustee, as amended and supplemented from time to time. "Indenture Supplement" means the Card Series Indenture Supplement dated as of October 9, 2002, by and between the Issuer and the Indenture Trustee, as amended and supplemented from time to time. "Interest Payment Date" means the fifteenth day of each month commencing in November 2002, or if such fifteenth day is not a Business Day, the next succeeding Business Day. "Interest Period" means, with respect to any Interest Payment Date, the period from and including the previous Interest Payment Date (or in the case of the initial Interest Payment Date, from and including the Issuance Date) through the day preceding such Interest Payment Date. "Issuance Date" means October 9, 2002. "Legal Maturity Date" means July 15, 2008. "LIBOR" means, for any Interest Period, the London interbank offered rate for one-month United States dollar deposits determined by the Indenture Trustee on the LIBOR Determination Date for each Interest Period in accordance with the provisions of Section 2.04. 4 "LIBOR Determination Date" means October 7, 2002 for the period from and including the Issuance Date to but excluding November 15, 2002 and the second London Business Day prior to the commencement of the second and each subsequent Interest Period. "London Business Day" means any Business Day on which dealings in deposits in United States Dollars are transacted in the London interbank market. "Note Interest Rate" means a rate per annum equal to 0.68% in excess of LIBOR as determined by the Calculation Agent on the related LIBOR Determination Date with respect to each Interest Period. "Paying Agent" means The Bank of New York. "Portfolio Yield" means, with respect to any Monthly Period, the annualized percentage equivalent of a fraction: (a) the numerator of which is equal to the sum of: (i) the aggregate amount of Finance Charge Amounts allocated to the Card Series with respect to such Monthly Period; plus (ii) the aggregate amount of Interest Funding sub-Account Earnings on all Tranches of Card Series Notes for such Monthly Period; plus (iii) any amounts to be treated as Card Series Finance Charge Amounts pursuant to Sections 3.20(d) and 3.27(a) of the Indenture Supplement, minus (iv) the aggregate of (1) the excess, if any, of the sum of the PFA Prefunding Earnings Shortfall plus the PFA Accumulation Earnings Shortfall over the sum of the aggregate amount to be treated as Card Series Finance Charge Amounts for such Monthly Period pursuant to Sections 3.04(a)(ii) and 3.25(a) of the Indenture Supplement plus any other amounts applied to cover earnings shortfalls on amounts in the Principal Funding sub-Account for any tranche of Card Series Notes for such Monthly Period, minus (v) the Card Series Default Amount for such Monthly Period, and (b) the denominator of which is the numerator used in the calculation of the Card Series Floating Allocation Percentage for such Monthly Period. "Quarterly Excess Spread Percentage" means, with respect to the August 2003 Distribution Date and each Distribution Date thereafter, the percentage equivalent of a fraction the numerator of which is the sum of the Excess Spread Percentages with respect to the immediately preceding three Monthly Periods and the denominator of which is three. "Record Date" means, for any Distribution Date, the last Business Day of the preceding Monthly Period. 5 "Reference Banks" means four major banks in the London interbank market selected by the Beneficiary. "Required Accumulation Reserve sub-Account Amount" means, with respect to any Monthly Period during the Accumulation Reserve Funding Period, an amount equal to (i) 0.5% of the Outstanding Dollar Principal Amount of the Class B(2002-1) Notes as of the close of business on the last day of the preceding Monthly Period or (ii) any other amount designated by the Issuer; provided, however, that if such designation is of a lesser amount, the Note Rating Agencies shall have provided prior written confirmation that a Ratings Effect will not occur with respect to such change. "Required Subordinated Amount of Class C Notes" means, for the Class B(2002-1) Notes, an amount equal to the sum of (a) the Unencumbered Required Subordinated Amount of Class C Notes for such Class B(2002-1) Notes and (b) the Encumbered Required Subordinated Amount of Class C Notes for such Class B(2002-1) Notes; provided, however, that for any date of determination, unless (i) the Prefunding Target Amount for any Tranche of Card Series Notes on such date of determination is greater than zero or (ii) any prefunded amounts are on deposit in a Principal Funding sub-Account on such date of determination for any Tranche of Card Series Notes, the Required Subordinated Amount of Class C Notes for the Class B(2002-1) Notes will not be less than an amount equal to (i) 3.0% of the Initial Dollar Principal Amount of the Class B(2002-1) Notes, minus (ii) the Required Subordinated Amount of Class D Notes for the Class B(2002-1) Notes; provided further, however, that for any date of determination on or after the occurrence and during the continuation of a Class B(2002-1) Adverse Event, the Required Subordinated Amount of Class C Notes for the Class B(2002-1) Notes will be the greater of (x) the amount determined above for such date of determination, (y) the amount determined above for the date immediately prior to the date on which such Class B(2002-1) Adverse Event shall have occurred and (z) unless (i) the Prefunding Target Amount for any Tranche of Card Series Notes on such date of determination is greater than zero or (ii) any prefunded amounts are on deposit in a Principal Funding sub-Account on such date of determination for any Tranche of Card Series Notes, the amount determined pursuant to the preceding proviso. "Required Subordinated Amount of Class D Notes" means, for the Class B(2002-1) Notes, an amount equal to the sum of (a) the Unencumbered Required Subordinated Amount of Class D Notes for such Class B(2002-1) Notes and (b) the Encumbered Required Subordinated Amount of Class D Notes for such Class B(2002-1) Notes; provided, however, that for any date of determination, unless (i) the Prefunding Target Amount for any Tranche of Card Series Notes on such date of determination is greater than zero or (ii) any prefunded amounts are on deposit in a Principal Funding sub-Account on such date of determination for any Tranche of Card Series Notes, the Required Subordinated Amount of Class D Notes for the Class B(2002-1) Notes will not be less than an amount equal to 1.6438% of the Initial Dollar Principal Amount of the Class B(2002-1) Notes, provided further, however, that for any date of determination on or after the occurrence and during the continuation of a Class B(2002-1) Adverse Event, the Required Subordinated Amount of Class D Notes for the Class B(2002-1) Notes will be the greatest of (x) the amount determined above for such date of determination, (y) the amount determined above for the date immediately prior to the date on which such Class B(2002-1) Adverse Event shall have occurred and (z) unless (i) the Prefunding Target Amount for any Tranche of Card Series Notes on such date of determination is greater than zero or (ii) any prefunded amounts are on deposit in a Principal 6 Funding sub-Account on such date of determination for any Tranche of Card Series Notes, the amount determined pursuant to the preceding proviso. "Required Subordinated Percentage of Class C Notes" means, for the Class B(2002-1) Notes, 7.9452%, subject to adjustment in accordance with Section 2.02. "Required Subordinated Percentage of Class D Notes" means, for the Class B(2002-1) Notes, 1.6438%, subject to adjustment in accordance with Section 2.02. "Stated Principal Amount" means $350,000,000. "Telerate Page 3750" means the display page currently so designated on the Bridge Telerate Market Report (or such other page as may replace that page on that service for the purpose of displaying comparable rates or prices). "Unencumbered Amount" means, for the Class B(2002-1) Notes, an amount equal to the product of (a) the percentage equivalent of a fraction, the numerator of which is the Aggregate Class B Unencumbered Amount and the denominator of which is the Adjusted Outstanding Dollar Principal Amount of all Class B Notes in the Card Series and (b) the Adjusted Outstanding Dollar Principal Amount of the Class B(2002-1) Notes. "Unencumbered Required Subordinated Amount of Class C Notes" means, for the Class B(2002-1) Notes, an amount equal to the product of (a) the Unencumbered Amount for the Class B(2002-1) Notes and (b) the Required Subordinated Percentage of Class C Notes for the Class B(2002-1) Notes. "Unencumbered Required Subordinated Amount of Class D Notes" means, for the Class B(2002-1) Notes, an amount equal to the product of (a) the Unencumbered Amount for the Class B(2002-1) Notes and (b) the Required Subordinated Percentage of Class D Notes for the Class B(2002-1) Notes. Section 1.02. Governing Law. THIS TERMS DOCUMENT WILL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATION LAW, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Section 1.03. Counterparts. This Terms Document may be executed in any number of counterparts, each of which so executed will be deemed to be an original, but all such counterparts will together constitute but one and the same instrument. Section 1.04. Ratification of Indenture, the Asset Pool 1 Supplement and Indenture Supplement. As supplemented by this Terms Document, each of the Indenture, the Asset Pool 1 Supplement and the Indenture Supplement is in all respects ratified and confirmed and the Indenture as so supplemented by the Asset Pool 1 Supplement as so supplemented by the Indenture Supplement as so supplemented and this Terms Document shall be read, taken and construed as one and the same instrument. 7 [END OF ARTICLE I] 8 ARTICLE II The Class B(2002-1) Notes Section 2.01. Creation and Designation. There is hereby created a tranche of Card Series Class B Notes to be issued pursuant to the Indenture, the Asset Pool 1 Supplement and the Indenture Supplement to be known as the "Card Series Class B(2002-1) Notes." Section 2.02. Adjustments to Required Subordinated Percentages. (a) On any date, the Issuer may increase the Required Subordinated Percentage of Class C Notes or the Required Subordinated Percentage of Class D Notes, in each case, for the Class B(2002-1) Notes without the consent of any Noteholders or the Note Rating Agencies. (b) On any date, the Issuer may reduce the Required Subordinated Percentage of Class C Notes or the Required Subordinated Percentage of Class D Notes, in each case for the Class B(2002-1) Notes, provided that the Issuer has (i) received written confirmation from each Note Rating Agency that has rated any Outstanding Notes of the Card Series that the change in such percentage will not result in a Ratings Effect with respect to any Outstanding Class B(2002-1) Notes and (ii) delivered to the Indenture Trustee and the Note Rating Agencies a Master Trust Tax Opinion for the Master Trust and an Issuer Tax Opinion. Section 2.03. Interest Payment. (a) For each Interest Payment Date, the amount of interest due with respect to the Class B(2002-1) Notes shall be an amount equal to the product of (i)(A) a fraction, the numerator of which is the actual number of days in the related Interest Period and the denominator of which is 360, times (B) the Note Interest Rate in effect with respect to the related Interest Period, times (ii) the Outstanding Dollar Principal Amount of the Class B(2002-1) Notes determined as of the Record Date preceding the related Distribution Date. Any interest on the Class B(2002-1) Notes will be calculated on the basis of the actual number of days in the related Interest Period and a 360-day year. (b) Pursuant to Section 3.03 of the Indenture Supplement, on each Distribution Date, the Indenture Trustee shall deposit into the Class B(2002-1) Interest Funding sub-Account the portion of Card Series Finance Charge Amounts allocable to the Class B(2002-1) Notes. Section 2.04. Calculation Agent; Determination of LIBOR. (a) The Issuer hereby agrees that for so long as any Class B(2002-1) Notes are Outstanding, there shall at all times be an agent appointed to calculate LIBOR for each Interest Period (the "Calculation Agent"). The Issuer hereby initially appoints the Indenture Trustee as the Calculation Agent for purposes of determining LIBOR for each Interest Period. The Calculation Agent may be removed by the Issuer at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer, or if the Calculation Agent fails to determine LIBOR for an Interest Period, the Issuer shall promptly appoint a replacement Calculation Agent that does not control or is not controlled by or under common control with the Issuer or its Affiliates. The Calculation Agent may not resign its duties, and the Issuer may not remove the Calculation Agent, without a successor having been duly appointed. 9 (b) On each LIBOR Determination Date, the Calculation Agent shall determine LIBOR on the basis of the rate for deposits in United States dollars for a one-month period which appears on Telerate Page 3750 as of 11:00 a.m., London time, on such date. If such rate does not appear on Telerate Page 3750, the rate for that LIBOR Determination Date shall be determined on the basis of the rates at which deposits in United States dollars are offered by the Reference Banks at approximately 11:00 a.m., London time, on that day to prime banks in the London interbank market for a one-month period. The Calculation Agent shall request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two such quotations are provided, the rate for that LIBOR Determination Date shall be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that LIBOR Determination Date will be the arithmetic mean of the rates quoted by major banks in New York City, selected by the Beneficiary, at approximately 11:00 a.m., New York City time, on that day for loans in United States dollars to leading European banks for a one-month period. (c) The Note Interest Rate applicable to the then current and the immediately preceding Interest Periods may be obtained by telephoning the Indenture Trustee at its corporate trust office at (212) 815-3247 or such other telephone number as shall be designated by the Indenture Trustee for such purpose by prior written notice by the Indenture Trustee to each Noteholder from time to time. (d) On each LIBOR Determination Date, the Calculation Agent shall send to the Indenture Trustee, the Issuer and the Beneficiary, by facsimile transmission, notification of LIBOR for the following Interest Period. Section 2.05. Payments of Interest and Principal. (a) Any installment of interest or principal, if any, payable on any Class B(2002-1) Note which is punctually paid or duly provided for by the Issuer and the Indenture Trustee on the applicable Interest Payment Date or Principal Payment Date shall be paid by the Paying Agent to the Person in whose name such Class B(2002-1) Note (or one or more Predecessor Notes) is registered on the Record Date, by wire transfer of immediately available funds to such Person's account as has been designated by written instructions received by the Paying Agent from such Person not later than the close of business on the third Business Day preceding the date of payment or, if no such account has been so designated, by check mailed first-class, postage prepaid to such Person's address as it appears on the Note Register on such Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of Cede & Co., payment shall be made by wire transfer in immediately available funds to the account designated by such nominee. (b) The right of the Class B(2002-1) Noteholders to receive payments from the Issuer will terminate on the first Business Day following the Class B(2002-1) Termination Date. Section 2.06. Form of Delivery of Class B(2002-1) Notes; Depository; Denominations. (a) The Class B(2002-1) Notes shall be delivered in the form of a global Registered Note as provided in Sections 202 and 301(i) of the Indenture, respectively. 10 (b) The Depository for the Class B(2002-1) Notes shall be The Depository Trust Company, and the Class B(2002-1) Notes shall initially be registered in the name of Cede & Co., its nominee. (c) The Class B(2002-1) Notes will be issued in minimum denominations of $1,000 and integral multiples of that amount. Section 2.07. Delivery and Payment for the Class B(2002-1) Notes. The Issuer shall execute and deliver the Class B(2002-1) Notes to the Indenture Trustee for authentication, and the Indenture Trustee shall deliver the Class B(2002-1) Notes when authenticated, each in accordance with Section 303 of the Indenture. Section 2.08. Targeted Deposits to the Accumulation Reserve Account. The deposit targeted to be made to the Accumulation Reserve Account for any Monthly Period during the Accumulation Reserve Funding Period will be an amount equal to the Required Accumulation Reserve sub-Account Amount. Section 2.09. Capital One Derivative Agreement. (a) On any Distribution Date, any amount owed by the Issuer pursuant to the ISDA Master Agreement, dated as of October 9, 2002, as supplemented by the Schedule thereto, dated as of October 9, 2002, and the Confirmation thereto relating to the Class B(2002-1) Notes, dated as of October 9, 2002 (collectively, the "Capital One Derivative Agreement"), each between Capital One Bank and the Issuer, shall be paid to Capital One Bank from Card Series Finance Charge Amounts (available after giving effect to Sections 3.01(a) through (l) of the Indenture Supplement) for such Distribution Date in an amount not to exceed the lesser of (i) the product of (x) the amount of Card Series Finance Charge Amounts available for application pursuant to Section 3.01(m) of the Indenture Supplement times (y) a fraction, the numerator of which is the Nominal Liquidation Amount of the Class B(2002-1) Notes as of the close of business on the last day of the preceding Monthly Period and the denominator of which is the Nominal Liquidation Amount of all tranches of Card Series Notes as of the close of business on the last day of the preceding Monthly Period and (ii) the amount of such payment owed by the Issuer to Capital One Bank on such Distribution Date. (b) On any Distribution Date, any amount owed to the Issuer pursuant to the Capital One Derivative Agreement shall be, when received by the Issuer, treated as Card Series Finance Charge Amounts for the purposes of Section 3.01(n) of the Indenture Supplement. (c) The Capital One Derivative Agreement shall not be considered a "Derivative Agreement" (as such term is defined in the Indenture) for the purposes of Indenture, the Asset Pool Supplement or the Indenture Supplement. [END OF ARTICLE II] 11 IN WITNESS WHEREOF, the parties hereto have caused this Terms Document to be duly executed, all as of the day and year first above written. CAPITAL ONE MULTI-ASSET EXECUTION TRUST, by DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual capacity, but solely as Owner Trustee on behalf of the Trust By: /s/ Michele Voon ------------------------------------ Name: Michele Voon Title: Attorney-in-Fact THE BANK OF NEW YORK, as Indenture Trustee and not in its individual capacity By: /s/ Scott J. Tepper ------------------------------------ Name: Scott J. Tepper Title: Assistant Vice President [Signature Page to the Class B(2002-1) Terms Document] EX-4.10 12 dex410.txt CLASS C 2002-1 TERM DOCUMENT Exhibit 4.10 EXECUTION COPY ================================================================================ CAPITAL ONE MULTI-ASSET EXECUTION TRUST as Issuer and THE BANK OF NEW YORK as Indenture Trustee CLASS C(2002-1) TERMS DOCUMENT dated as of October 9, 2002 to CARD SERIES INDENTURE SUPPLEMENT dated as of October 9, 2002 to ASSET POOL 1 SUPPLEMENT dated as of October 9, 2002 to INDENTURE dated as of October 9, 2002 ================================================================================ TABLE OF CONTENTS
Page ARTICLE I Definitions and Other Provisions of General Application Section 1.01. Definitions ......................................................................... 1 Section 1.02. Governing Law ....................................................................... 7 Section 1.03. Counterparts ........................................................................ 7 Section 1.04. Ratification of Indenture, the Asset Pool 1 Supplement and Indenture Supplement .......................................................................... 7 ARTICLE II The Class C(2002-1) Notes Section 2.01. Creation and Designation ............................................................ 8 Section 2.02. Adjustments to Required Subordinated Percentages .................................... 8 Section 2.03. Interest Payment .................................................................... 8 Section 2.04. Calculation Agent; Determination of LIBOR ........................................... 8 Section 2.05. Payments of Interest and Principal .................................................. 9 Section 2.06. Targeted Deposit to the Class C Reserve Account ..................................... 9 Section 2.07. Form of Delivery of Class C(2002-1) Notes; Depository; Denominations ....................................................................... 10 Section 2.08. Delivery and Payment for the Class C(2002-1) Notes .................................. 10 Section 2.09. Targeted Deposits to the Accumulation Reserve Account ............................... 10 Section 2.10. Capital One Derivative Agreement .................................................... 10
-i- THIS CLASS C(2002-1) TERMS DOCUMENT (this "Terms Document"), by and between CAPITAL ONE MULTI-ASSET EXECUTION TRUST, a statutory trust created 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, and THE BANK OF NEW YORK, a New York banking corporation, as Indenture Trustee (the "Indenture Trustee"), is made and entered into as of October 9, 2002. Pursuant to this Terms Document, the Issuer shall create a new tranche of Class C Notes and shall specify the principal terms thereof. ARTICLE I Definitions and Other Provisions of General Application Section 1.01. Definitions. For all purposes of this Terms Document, except as otherwise expressly provided or unless the context otherwise requires: (1) the terms defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular; (2) all other terms used herein which are defined in the Indenture Supplement, the Asset Pool 1 Supplement or the Indenture, either directly or by reference therein, have the meanings assigned to them therein; (3) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles and, except as otherwise herein expressly provided, the term "generally accepted accounting principles" with respect to any computation required or permitted hereunder means such accounting principles as are generally accepted in the United States of America at the date of such computation; (4) all references in this Terms Document to designated "Articles," "Sections" and other subdivisions are to the designated Articles, Sections and other subdivisions of this Terms Document; (5) the words "herein," "hereof" and "hereunder" and other words of similar import refer to this Terms Document as a whole and not to any particular Article, Section or other subdivision; (6) in the event that any term or provision contained herein shall conflict with or be inconsistent with any term or provision contained in the Indenture Supplement, the Asset Pool 1 Supplement, the Indenture or the Transfer and Administration Agreement, the terms and provisions of this Terms Document shall be controlling; 1 (7) each capitalized term defined herein shall relate only to the Class C(2002-1) Notes and no other Tranche of Notes issued by the Issuer; and (8) "including" and words of similar import will be deemed to be followed by "without limitation." "Accumulation Period Amount" means $12,500,000; provided, however, if the Accumulation Period Length is determined to be less than twelve (12) months pursuant to Section 3.10(b)(ii) of the Indenture Supplement, the Accumulation Period Amount shall be the amount specified in the definition of "Accumulation Period Amount" in the Indenture Supplement. "Accumulation Reserve Funding Period" shall mean, (a) if the Accumulation Period Length is determined to be one (1) month, there shall be no Accumulation Reserve Funding Period and (b) otherwise, the period (x) commencing on the earliest to occur of (i) the Monthly Period beginning three (3) calendar months prior to the first Distribution Date for which a budgeted deposit is targeted to be made into the Principal Funding sub-Account of the Class C(2002-1) Notes pursuant to Section 3.10(b) of the Indenture Supplement, (ii) the Monthly Period following the first Distribution Date following and including the August 2003 Distribution Date for which the Quarterly Excess Spread Percentage is less than 2%, but in such event the Accumulation Reserve Funding Period shall not be required to commence earlier than 12 months prior to the first Distribution Date for which a budgeted deposit is targeted to be made into the Principal Funding sub-Account for the Class C(2002-1) Notes pursuant to Section 3.10(b) of the Indenture Supplement, (iii) the Monthly Period following the first Distribution Date following and including the February 2004 Distribution Date for which the Quarterly Excess Spread Percentage is less than 3%, but in such event the Accumulation Reserve Funding Period shall not be required to commence earlier than 6 months prior to the first Distribution Date for which a budgeted deposit is targeted to be made into the Principal Funding sub-Account for the Class C(2002-1) Notes pursuant to Section 3.10(b) of the Indenture Supplement, and (iv) the Monthly Period following the first Distribution Date following and including the April 2004 Distribution Date for which the Quarterly Excess Spread Percentage is less than 4%, but in such event the Accumulation Reserve Funding Period shall not be required to commence earlier than 4 months prior to the first Distribution Date for which a budgeted deposit is targeted to be made into the Principal Funding sub-Account for the Class C(2002-1) Notes pursuant to Section 3.10(b) of the Indenture Supplement and (y) ending on the close of business on the last day of the Monthly Period preceding the earlier to occur of (i) the Expected Principal Payment Date for the Class C(2002-1) Notes and (ii) the date on which the Class C(2002-1) Notes are paid in full. "Aggregate Class C Unencumbered Amount" means an amount equal to (a) the Adjusted Outstanding Dollar Principal Amount of all Class C Notes in the Card Series minus (b) the sum of the Required Subordinated Amount of Class C Notes for all Class A Notes in the Card Series plus the Unencumbered Required Subordinated Amount of Class C Notes for all Class B Notes in the Card Series. "Asset Pool 1 Supplement" means the Asset Pool 1 Supplement dated as of October 9, 2002, by and between the Issuer and the Indenture Trustee, as amended and supplemented from time to time. 2 "Base Rate" means, with respect to any Monthly Period, the sum of (a) the Card Series Servicing Fee Percentage and (b) the weighted average (based on the Outstanding Dollar Principal Amount of the related Card Series Notes) of the following: (i) in the case of a Tranche of Card Series Dollar Interest-bearing Notes with no Derivative Agreement for interest, the rate of interest applicable to such Tranche for the period from and including the Monthly Interest Accrual Date for such Tranche of Card Series Dollar Interest-bearing Notes in such Monthly Period to but excluding the Monthly Interest Accrual Date for such Tranche of Card Series Dollar Interest-bearing Notes in the following Monthly Period; (ii) in the case of a Tranche of Card Series Discount Notes, the rate of accretion (converted to an accrual rate) of such Tranche for the period from and including the Monthly Interest Accrual Date for such Tranche of Card Series Discount Notes in such Monthly Period to but excluding the Monthly Interest Accrual Date for such Tranche of Card Series Discount Notes in the following Monthly Period; (iii) in the case of a Tranche of Card Series Notes with a Performing Derivative Agreement for interest, the rate at which payments by the Issuer to the applicable Derivative Counterparty accrue (prior to the netting of such payments, if applicable) for the period from and including the Monthly Interest Accrual Date for such Tranche of Card Series Notes in such Monthly Period to but excluding the Monthly Interest Accrual Date for such Tranche of Card Series Notes in the following Monthly Period; provided, however, that in the case of a Tranche of Card Series Notes with a Performing Derivative Agreement for interest in which the rating on such Tranche of Card Series Notes is not dependant upon the rating of the applicable Derivative Counterparty, the amount determined pursuant to this clause (iii) will be the higher of (1) the rate determined pursuant to this clause (iii) above and (2) the rate of interest applicable to such Tranche for the period from and including the Monthly Interest Accrual Date for such Tranche of Card Series Notes in such Monthly Period to but excluding the Monthly Interest Accrual Date for such Tranche of Card Series Notes in the following Monthly Period; and (iv) in the case of a tranche of Card Series Notes with a non-Performing Derivative Agreement for interest, the rate specified for that date in the related Terms Document. "Calculation Agent" is defined in Section 2.04(a). "Class C(2002-1) Adverse Event" means the occurrence of any of the following: (a) an Early Redemption Event with respect to the Class C(2002-1) Notes or (b) an Event of Default and acceleration of the Class C(2002-1) Notes. "Class C(2002-1) Note" means any Note, substantially in the form set forth in Exhibit A-3 to the Indenture Supplement, designated therein as a Class C(2002-1) Note and duly executed and authenticated in accordance with the Indenture. 3 "Class C(2002-1) Noteholder" means a Person in whose name a Class C(2002-1) Note is registered in the Note Register. "Class C Reserve Account Percentage" means, (i) zero, if the Quarterly Excess Spread Percentage on such Distribution Date is greater than or equal to 4.50%, (ii) 1.25%, if the Quarterly Excess Spread Percentage on such Distribution Date is less than 4.50% and greater than or equal to 4.00%, (iii) 2.25%, if the Quarterly Excess Spread Percentage on such Distribution Date is less than 4.00% and greater than or equal to 3.50%, (iv) 3.00%, if the Quarterly Excess Spread Percentage on such Distribution Date is less than 3.50% and greater than or equal to 3.00%; (v) 4.50%, if the Quarterly Excess Spread Percentage on such Distribution Date is less than 3.00% and greater than or equal to 2.50%, (vi) 5.50%, if the Quarterly Excess Spread Percentage on such Distribution Date is less than 2.50% and greater than or equal to 2.00%, and (vii) 7.25%, if the Quarterly Excess Spread Percentage on such Distribution Date is less than 2.00%. "Class C(2002-1) Termination Date" means the earliest to occur of (a) the Principal Payment Date on which the Outstanding Dollar Principal Amount of the Class C(2002-1) Notes is paid in full, (b) the Legal Maturity Date and (c) the date on which the Indenture is discharged and satisfied pursuant to Article VI thereof. "Encumbered Required Subordinated Amount of Class D Notes" means, for the Class C(2002-1) Notes, an amount equal to the product of (a) the aggregate Required Subordinated Amount of Class D Notes for all Class A Notes in the Card Series plus the sum of the Unencumbered Required Subordinated Amount of Class D Notes for all Class B Notes in the Card Series and (b) the percentage equivalent of a fraction, the numerator of which is the Adjusted Outstanding Dollar Principal Amount of the Class C(2002-1) Notes and the denominator of which is the Adjusted Outstanding Dollar Principal Amount of all Class C Notes in the Card Series. "Excess Spread Percentage" shall mean, with respect to any Distribution Date, the amount, if any, by which the Portfolio Yield for the preceding Monthly Period exceeds the Base Rate for such Monthly Period. "Expected Principal Payment Date" means September 17, 2007. "Initial Dollar Principal Amount" means $150,000,000. "Indenture" means the Indenture dated as of October 9, 2002, by and between the Issuer and the Indenture Trustee, as amended and supplemented from time to time. "Indenture Supplement" means the Card Series Indenture Supplement dated as of October 9, 2002, by and between the Issuer and the Indenture Trustee, as amended and supplemented from time to time. "Interest Payment Date" means the fifteenth day of each month commencing in November 2002, or if such fifteenth day is not a Business Day, the next succeeding Business Day. "Interest Period" means, with respect to any Interest Payment Date, the period from and including the previous Interest Payment Date (or in the case of the initial Interest Payment Date, from and including the Issuance Date) through the day preceding such Interest Payment Date. 4 "Issuance Date" means October 9, 2002. "Legal Maturity Date" means July 15, 2010. "LIBOR" means, for any Interest Period, the London interbank offered rate for one-month United States dollar deposits determined by the Indenture Trustee on the LIBOR Determination Date for each Interest Period in accordance with the provisions of Section 2.04. "LIBOR Determination Date" means October 7, 2002 for the period from and including the Issuance Date to but excluding November 15, 2002 and the second London Business Day prior to the commencement of the second and each subsequent Interest Period. "London Business Day" means any Business Day on which dealings in deposits in United States Dollars are transacted in the London interbank market. "Note Interest Rate" means a rate per annum equal to 2.75% in excess of LIBOR as determined by the Calculation Agent on the related LIBOR Determination Date with respect to each Interest Period. "Paying Agent" means The Bank of New York. "Portfolio Yield" means, with respect to any Monthly Period, the annualized percentage equivalent of a fraction: (a) the numerator of which is equal to the sum of: (i) the aggregate amount of Finance Charge Amounts allocated to the Card Series with respect to such Monthly Period; plus (ii) the aggregate amount of Interest Funding sub-Account Earnings on all Tranches of Card Series Notes for such Monthly Period; plus (iii) any amounts to be treated as Card Series Finance Charge Amounts pursuant to Sections 3.20(d) and 3.27(a) of the Indenture Supplement, minus (iv) the aggregate of (1) the excess, if any, of the sum of the PFA Prefunding Earnings Shortfall plus the PFA Accumulation Earnings Shortfall over the sum of the aggregate amount to be treated as Card Series Finance Charge Amounts for such Monthly Period pursuant to Sections 3.04(a)(ii) and 3.25(a) of the Indenture Supplement plus any other amounts applied to cover earnings shortfalls on amounts in the Principal Funding sub-Account for any tranche of Card Series Notes for such Monthly Period, minus (v) the Card Series Default Amount for such Monthly Period, and (b) the denominator of which is the numerator used in the calculation of the Card Series Floating Allocation Percentage for such Monthly Period. 5 "Quarterly Excess Spread Percentage" means, (i) with respect to the November 2002 Distribution Date, the Excess Spread Percentage with respect to the immediately preceding Monthly Period, (ii) with respect to the December 2002 Distribution Date, the percentage equivalent of a fraction the numerator of which is the sum of the Excess Spread Percentages with respect to the immediately preceding two Monthly Periods and the denominator of which is two, and (iii) with respect to the January 2003 Distribution Date and each Distribution Date thereafter, the percentage equivalent of a fraction the numerator of which is the sum of the Excess Spread Percentages with respect to the immediately preceding three Monthly Periods and the denominator of which is three. "Record Date" means, for any Distribution Date, the last Business Day of the preceding Monthly Period. "Reference Banks" means four major banks in the London interbank market selected by the Beneficiary. "Required Accumulation Reserve sub-Account Amount" means, with respect to any Monthly Period during the Accumulation Reserve Funding Period, an amount equal to (i) 0.5% of the Outstanding Dollar Principal Amount of the Class C(2002-1) Notes as of the close of business on the last day of the preceding Monthly Period or (ii) any other amount designated by the Issuer; provided, however, that if such designation is of a lesser amount, the Note Rating Agencies shall have provided prior written confirmation that a Ratings Effect will not occur with respect to such change. "Required Subordinated Amount of Class D Notes" means, for the Class C(2002-1) Notes, an amount equal to the sum of (a) the Unencumbered Required Subordinated Amount of Class D Notes for such Class C(2002-1) Notes and (b) the Encumbered Required Subordinated Amount of Class D Notes for such Class C(2002-1) Notes; provided, however, that for any date of determination, unless (i) the Prefunding Target Amount for any Tranche of Card Series Notes on such date of determination is greater than zero or (ii) any prefunded amounts are on deposit in a Principal Funding sub-Account on such date of determination for any Tranche of Card Series Notes, the Required Subordinated Amount of Class D Notes for the Class C(2002-1) Notes will not be less than an amount equal to 1.5228% of the Initial Dollar Principal Amount of the Class C(2002-1) Notes, provided further, however, that for any date of determination on or after the occurrence and during the continuation of a Class C(2002-1) Adverse Event, the Required Subordinated Amount of Class D Notes for the Class C(2002-1) Notes will be the greatest of (x) the amount determined above for such date of determination, (y) the amount determined above for the date immediately prior to the date on which such Class C(2002-1) Adverse Event shall have occurred and (z) unless (i) the Prefunding Target Amount for any Tranche of Card Series Notes on such date of determination is greater than zero or (ii) any prefunded amounts are on deposit in a Principal Funding sub-Account on such date of determination for any Tranche of Card Series Notes, the amount determined pursuant to the preceding proviso. "Required Subordinated Percentage of Class D Notes" means, for the Class C(2002-1) Notes, 1.5228%, subject to adjustment in accordance with Section 2.02. "Stated Principal Amount" means $150,000,000. 6 "Telerate Page 3750" means the display page currently so designated on the Bridge Telerate Market Report (or such other page as may replace that page on that service for the purpose of displaying comparable rates or prices). "Unencumbered Amount" means, for the Class C(2002-1) Notes, an amount equal to the product of (a) the percentage equivalent of a fraction, the numerator of which is the Aggregate Class C Unencumbered Amount and the denominator of which is the Adjusted Outstanding Dollar Principal Amount of all Class C Notes in the Card Series and (b) the Adjusted Outstanding Dollar Principal Amount of the Class C(2002-1) Notes. "Unencumbered Required Subordinated Amount of Class D Notes" means, for the Class C(2002-1) Notes, an amount equal to the product of (a) the Unencumbered Amount for the Class C(2002-1) Notes and (b) the Required Subordinated Percentage of Class D Notes for the Class C(2002-1) Notes. Section 1.02. Governing Law. THIS TERMS DOCUMENT WILL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATION LAW, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Section 1.03. Counterparts. This Terms Document may be executed in any number of counterparts, each of which so executed will be deemed to be an original, but all such counterparts will together constitute but one and the same instrument. Section 1.04. Ratification of Indenture, the Asset Pool 1 Supplement and Indenture Supplement. As supplemented by this Terms Document, each of the Indenture, the Asset Pool 1 Supplement and the Indenture Supplement is in all respects ratified and confirmed and the Indenture as so supplemented by the Asset Pool 1 Supplement as so supplemented by the Indenture Supplement as so supplemented and this Terms Document shall be read, taken and construed as one and the same instrument. [END OF ARTICLE I] 7 ARTICLE II The Class C(2002-1) Notes Section 2.01. Creation and Designation. There is hereby created a tranche of Card Series Class C Notes to be issued pursuant to the Indenture, the Asset Pool 1 Supplement and the Indenture Supplement to be known as the "Card Series Class C(2002-1) Notes." Section 2.02. Adjustments to Required Subordinated Percentages. On any date, the Issuer may reduce the Required Subordinated Percentage of Class D Notes for the Class C(2002-1) Notes, provided that the Issuer has (i) received written confirmation from each Note Rating Agency that has rated any Outstanding Notes of the Card Series that the change in such percentage will not result in a Ratings Effect with respect to any Outstanding Class C(2002-1) Notes and (ii) delivered to the Indenture Trustee and the Note Rating Agencies a Master Trust Tax Opinion for the Master Trust and an Issuer Tax Opinion. Section 2.03. Interest Payment. (a) For each Interest Payment Date, the amount of interest due with respect to the Class C(2002-1) Notes shall be an amount equal to the product of (i)(A) a fraction, the numerator of which is the actual number of days in the related Interest Period and the denominator of which is 360, times (B) the Note Interest Rate in effect with respect to the related Interest Period, times (ii) the Outstanding Dollar Principal Amount of the Class C(2002-1) Notes determined as of the Record Date preceding the related Distribution Date. Any interest on the Class C(2002-1) Notes will be calculated on the basis of the actual number of days in the related Interest Period and a 360-day year. (b) Pursuant to Section 3.03 of the Indenture Supplement, on each Distribution Date, the Indenture Trustee shall deposit into the Class C(2002-1) Interest Funding sub-Account the portion of Card Series Available Finance Charge Amounts allocable to the Class C(2002-1) Notes. Section 2.04. Calculation Agent; Determination of LIBOR. (a) The Issuer hereby agrees that for so long as any Class C(2002-1) Notes are Outstanding, there shall at all times be an agent appointed to calculate LIBOR for each Interest Period (the "Calculation Agent"). The Issuer hereby initially appoints the Indenture Trustee as the Calculation Agent for purposes of determining LIBOR for each Interest Period. The Calculation Agent may be removed by the Issuer at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer, or if the Calculation Agent fails to determine LIBOR for an Interest Period, the Issuer shall promptly appoint a replacement Calculation Agent that does not control or is not controlled by or under common control with the Issuer or its Affiliates. The Calculation Agent may not resign its duties, and the Issuer may not remove the Calculation Agent, without a successor having been duly appointed. (b) On each LIBOR Determination Date, the Calculation Agent shall determine LIBOR on the basis of the rate for deposits in United States dollars for a one-month period which appears on Telerate Page 3750 as of 11:00 a.m., London time, on such date. If such rate does not appear on Telerate Page 3750, the rate for that LIBOR Determination Date shall be determined on 8 the basis of the rates at which deposits in United States dollars are offered by the Reference Banks at approximately 11:00 a.m., London time, on that day to prime banks in the London interbank market for a one-month period. The Calculation Agent shall request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two such quotations are provided, the rate for that LIBOR Determination Date shall be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that LIBOR Determination Date will be the arithmetic mean of the rates quoted by major banks in New York City, selected by the Beneficiary, at approximately 11:00 a.m., New York City time, on that day for loans in United States dollars to leading European banks for a one-month period. (c) The Note Interest Rate applicable to the then current and the immediately preceding Interest Periods may be obtained by telephoning the Indenture Trustee at its corporate trust office at (212) 815-3247 or such other telephone number as shall be designated by the Indenture Trustee for such purpose by prior written notice by the Indenture Trustee to each Noteholder from time to time. (d) On each LIBOR Determination Date, the Calculation Agent shall send to the Indenture Trustee, the Issuer and the Beneficiary, by facsimile transmission, notification of LIBOR for the following Interest Period. Section 2.05. Payments of Interest and Principal. (a) Any installment of interest or principal, if any, payable on any Class C(2002-1) Note which is punctually paid or duly provided for by the Issuer and the Indenture Trustee on the applicable Interest Payment Date or Principal Payment Date shall be paid by the Paying Agent to the Person in whose name such Class C(2002-1) Note (or one or more Predecessor Notes) is registered on the Record Date, by wire transfer of immediately available funds to such Person's account as has been designated by written instructions received by the Paying Agent from such Person not later than the close of business on the third Business Day preceding the date of payment or, if no such account has been so designated, by check mailed first-class, postage prepaid to such Person's address as it appears on the Note Register on such Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of Cede & Co., payment shall be made by wire transfer in immediately available funds to the account designated by such nominee. (b) The right of the Class C(2002-1) Noteholders to receive payments from the Issuer will terminate on the first Business Day following the Class C(2002-1) Termination Date. Section 2.06. Targeted Deposit to the Class C Reserve Account. The deposit targeted to be made to the Class C Reserve sub-Account for the Class C(2002-1) Notes for any Distribution Date will be an amount equal to (i) to the product of (A) Class C Reserve Account Percentage for the related Monthly Period times (B) the sum of the Initial Outstanding Dollar Principal Amounts of each tranche of Outstanding Card Series Notes as of the last day of the preceding Monthly Period times (C) a fraction, the numerator of which is the Nominal Liquidation Amount of the Class C(2002-1) Notes as of the close of business on the last day of the preceding Monthly Period and the denominator of which is the Nominal Liquidation Amount of all Class C Notes in the Card Series as of the close of business on the last day of the preceding Monthly Period, minus (ii) any amount previously on deposit in the Class C(2002-1) Reserve sub-Account prior to 9 such targeted deposit; provided however, that if an Early Redemption Event or Event of Default occurs with respect to the Class C(2002-1) Notes, the deposit targeted will be the Adjusted Outstanding Dollar Principal Amount of the Class C(2002-1) notes minus the amount then on deposit in such sub-Account. Section 2.07. Form of Delivery of Class C(2002-1) Notes; Depository; Denominations. (a) The Class C(2002-1) Notes shall be delivered in the form of a global Registered Note as provided in Sections 202 and 301(i) of the Indenture, respectively. (b) The Depository for the Class C(2002-1) Notes shall be The Depository Trust Company, and the Class C(2002-1) Notes shall initially be registered in the name of Cede & Co., its nominee. (c) The Class C(2002-1) Notes will be issued in minimum denominations of $1,000 and integral multiples of that amount. Section 2.08. Delivery and Payment for the Class C(2002-1) Notes. The Issuer shall execute and deliver the Class C(2002-1) Notes to the Indenture Trustee for authentication, and the Indenture Trustee shall deliver the Class C(2002-1) Notes when authenticated, each in accordance with Section 303 of the Indenture. Section 2.09. Targeted Deposits to the Accumulation Reserve Account. The deposit targeted to be made to the Accumulation Reserve Account for any Monthly Period during the Accumulation Reserve Funding Period will be an amount equal to the Required Accumulation Reserve sub-Account Amount. Section 2.10. Capital One Derivative Agreement. (a) On any Distribution Date, any amount owed by the Issuer pursuant to the ISDA Master Agreement, dated as of October 9, 2002, as supplemented by the Schedule thereto, dated as of October 9, 2002, and the Confirmation thereto relating to the Class C(2002-1) Notes, dated as of October 9, 2002 (collectively, the "Capital One Derivative Agreement"), each between Capital One Bank and the Issuer, shall be paid to Capital One Bank from Card Series Finance Charge Amounts (available after giving effect to Sections 3.01(a) through (l) of the Indenture Supplement) for such Distribution Date in an amount not to exceed the lesser of (i) the product of (x) the amount of Card Series Finance Charge Amounts available for application pursuant to Section 3.01(m) of the Indenture Supplement times (y) a fraction, the numerator of which is the Nominal Liquidation Amount of the Class C(2002-1) Notes as of the close of business on the last day of the preceding Monthly Period and the denominator of which is the Nominal Liquidation Amount of all tranches of Card Series Notes as of the close of business on the last day of the preceding Monthly Period and (ii) the amount of such payment owed by the Issuer to Capital One Bank on such Distribution Date. 10 (b) On any Distribution Date, any amount owed to the Issuer pursuant to the Capital One Derivative Agreement shall be, when received by the Issuer, treated as Card Series Finance Charge Amounts for the purposes of Section 3.01(n) of the Indenture Supplement. (c) The Capital One Derivative Agreement shall not be considered a "Derivative Agreement" (as such term is defined in the Indenture) for the purposes of Indenture, the Asset Pool Supplement or the Indenture Supplement. [END OF ARTICLE II] 11 IN WITNESS WHEREOF, the parties hereto have caused this Terms Document to be duly executed, all as of the day and year first above written. CAPITAL ONE MULTI-ASSET EXECUTION TRUST, by DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual capacity, but solely as Owner Trustee on behalf of the Trust By: /s/ Michele Voon ------------------------------------ Name: Michele Voon Title: Attorney-in-Fact THE BANK OF NEW YORK, as Indenture Trustee and not in its individual capacity By: /s/ Scott J. Tepper ------------------------------------ Name: Scott J. Tepper Title: Assistant Vice President [Signature Page to the Class C(2002-1) Terms Document] -xii- -----END PRIVACY-ENHANCED MESSAGE-----