8-K

UNITED STATES

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 1, 2022

Commission File Number of Issuing Entity: 333-75276	Commission File Number of Issuing Entity:	000-25762
Central Index Key Number of Issuing Entity: 0001163321	Central Index Key Number of Issuing Entity:	0000922869
CAPITAL ONE MULTI-ASSET EXECUTION TRUST	CAPITAL ONE MASTER TRUST
(Exact name of issuing entity as specified in its charter)	(Exact name of issuing entity as specified in its charter)
(Issuing Entity of the Notes)	(Issuing Entity of the Collateral Certificate)

Central Index Key Number of Depositor:    0001162387

CAPITAL ONE FUNDING, LLC

(Exact name of Depositor as specified in its charter)

Central Index Key Number of Sponsor: 0000047288

CAPITAL ONE, NATIONAL ASSOCIATION

(Successor to Capital One Bank (USA), National Association)

(Exact name of sponsor as specified in its charter)

Virginia	333-75276-01	54-2058720
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1600 Capital One Drive Room 27907-A McLean, Virginia		22102
(Address of Principal Executive Office)		(Zip Code)

Registrant’s telephone number, including area code (804) 284-2500

(Former name or address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[    ] Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[    ] Soliciting material pursuant to Rule 14a-22 under the Exchange Act (17 CFR 240.14a-22)

[    ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[    ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company         ☐              

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Section 6 – Asset Backed Securities

Item 6.02 – Change of Servicer.

As discussed below under “Item 8.01. Other Events,” upon the merger of Capital One Bank (USA), National Association (“COBNA”) with and into Capital One, National Association (“CONA”), with CONA as the surviving entity, CONA assumed all rights, duties and obligations of COBNA in any capacity relating to the Capital One Master Trust (“COMT”) and the Capital One Multi-asset Execution Trust (“COMET”), including responsibility for originating credit card accounts and servicing the credit card receivables held by COMT.

CONA is a national banking association, and a wholly-owned direct subsidiary of Capital One Financial Corporation (the “Corporation”), a bank holding company incorporated in Delaware on July 21, 1994. CONA’s principal executive offices are located at 1680 Capital One Drive, McLean, Virginia, 22102. CONA offers a broad spectrum of financial products and services to consumers, small businesses and commercial clients. CONA is a member of the Federal Reserve System, and its deposits are insured up to the applicable limits by the Federal Deposit Insurance Corporation.

The Corporation is a diversified financial services holding company with assets totaling approximately $440 billion as of June 30, 2022. The Corporation and its subsidiaries offer a broad array of financial products and services to consumers, small businesses and commercial clients.

COBNA (or its affiliates) had been the servicer for COMT and had been servicing the credit card receivables in COMT since before November 22, 1994 (when it operated as a division of Signet Bank/Virginia, a wholly owned subsidiary of Signet Banking Corporation).

Pursuant to a pooling agreement, the servicer is responsible for servicing, collecting, enforcing and administering the receivables in accordance with its customary and usual procedures for servicing receivables comparable to the receivables and the lending guidelines.

Servicing activities to be performed by the servicer include: collecting and recording payments, communicating with accountholders, investigating payment delinquencies, card embossing, evaluating the increase of credit limits, providing billing and tax records to accountholders and maintaining internal records for each account. Managerial and custodial services performed by the servicer on behalf of COMT include providing assistance in any inspections of the documents and records relating to the accounts and receivables by the master trust trustee pursuant to the pooling agreement, maintaining the agreements, documents and files relating to the accounts and receivables as custodian for COMT and providing related data processing and reporting services for investor certificateholders of any series and on behalf of the master trust trustee.

The servicer’s rights and obligations with respect to servicing the credit card receivables held by COMT are described in the prospectus filed with the SEC on June 8, 2022, which is included as

part of the Registration Statement on Form SF-3 relating to the notes of COMET (File Nos. 333-262382, 333-262382-01, and 333-262382-02).

Section 8 – Other Events.

Item 8.01. Other Events.

On October 1, 2022, the Corporation completed the merger of its wholly-owned subsidiary, COBNA with and into CONA, a wholly-owned subsidiary of the Corporation, with CONA as the surviving entity. By virtue of the merger, all property and rights and all of the liabilities and obligations of COBNA as they existed at the time of the merger became the property and rights and liabilities and obligations of CONA, which also became the successor to COBNA in each of its capacities in relation to Capital One Funding, LLC, as transferor, COMT and COMET, including as sponsor, servicer and asset originator.

In connection with the merger, succession and related events described above, the documents listed below under “Item 9.01(d). Exhibits” were executed on October 1, 2022.

Section 9 – Financial Statements and Exhibits.

Item 9.01 (d). Exhibits.

Exhibit Index

Each of the following are filed as an Exhibit to this Report.

Exhibit Number	Description
Exhibit 3.1.1	Second Amendment to Amended and Restated Limited Liability Company Agreement, dated as of October  1, 2022, to the Amended and Restated Limited Liability Company Agreement of Capital One Funding, LLC, dated as of July 31, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008.
Exhibit 4.1.1	Omnibus Securitization Agreements Assignment and Assumption Agreement, dated as of October 1, 2022.
Exhibit 4.1.2	Third Amendment to the Amended and Restated Receivables Purchase Agreement, dated as of October 1, 2022, to the Amended and Restated Receivables Purchase Agreement, dated as of August  1, 2002, as amended and restated as of July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008, and as amended by the Second Amendment thereto, dated as of March 17, 2016.

Exhibit 4.1.3	Second Amendment to Amended and Restated Pooling and Servicing Agreement, dated as of October 1, 2022, to the Amended and Restated Pooling and Servicing Agreement, dated as of September  30, 1993, as amended and restated as of August 1, 2002, January 13, 2006, July 1, 2007 and March 17, 2016, and as amended by the First Amendment thereto, dated as of January 27, 2017.
Exhibit 4.1.4	First Amendment to Amended and Restated Series 2002-CC Supplement, dated as of October  1, 2022, to the Amended and Restated 2002-CC Supplement, dated as of October 9, 2002, as amended and restated as of March 17, 2016.
Exhibit 4.1.5	First Amendment to Indenture, dated as of October 1, 2022, to the Indenture, dated as of October 9, 2002, as amended and restated as of January 13, 2006 and March 17, 2016.
Exhibit 4.1.6	Second Amendment to the Asset Pool 1 Supplement, dated as of October 1, 2022, to the Asset Pool 1 Supplement, dated as of October  9, 2002, as amended by the First Amendment thereto, dated March 1, 2008.
Exhibit 4.1.7	Second Amendment to Transfer and Administration Agreement, dated as of October 1, 2022, to the Transfer and Administration Agreement, dated as of October  9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008.
Exhibit 4.1.8	First Amendment to Defaulted Receivables Supplemental Servicing Agreement, dated as of October 1, 2022, to the Defaulted Receivables Supplemental Servicing Agreement, dated as of July 15, 2010.
Exhibit 4.1.9	First Amendment to Dispute Resolution Agreement, dated as of October 1, 2022, to the Dispute Resolution Agreement, dated as of March 17, 2016.
Exhibit 4.1.10	First Amendment to Asset Representations Review Agreement, dated as of October 1, 2022, to the Asset Representations Review Agreement, dated as of March 17, 2016.
Exhibit 4.1.11	First Amendment to Subservicing Agreement, dated as of October 1, 2022, to the Subservicing Agreement, dated as of January 1, 2006.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CAPITAL ONE FUNDING, LLC
Acting solely in its capacity as depositor of Capital One Master Trust and Capital One Multi-asset Execution Trust
By:	/s/ Eric D. Bauder
	Name:  Eric D. Bauder
	Title:    Assistant Vice President

October 3, 2022

EX-3.1(1)

Exhibit 3.1.1

EXECUTION VERSION

CAPITAL ONE MASTER TRUST

SECOND AMENDMENT TO AMENDED AND

RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF CAPITAL ONE FUNDING, LLC

This SECOND AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of October 1, 2022 (this “Amendment”), to the Amended and Restated Limited Liability Company Agreement of Capital One Funding, LLC, dated as of July 31, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (as so amended and restated, the “Agreement”), is entered into by CAPITAL ONE, NATIONAL ASSOCIATION, a national banking association (“CONA”), and Karla Boyd, as Independent Director of Capital One Funding, LLC (the “Independent Director”).

RECITALS

WHEREAS, effective October 1, 2022, Capital One Bank (USA), National Association, a national banking association (“COBNA”), was merged with and into CONA (said transaction, the “Merger”);

WHEREAS, by virtue of the Merger, all property of every type and interests therein, all rights, franchises, and choses in action, and all of the liabilities and obligations of every kind and description of COBNA became the property, rights, franchises, and choses in action, and liabilities and obligations of CONA without any other transfer, and, upon the Merger, and without any order or other action, CONA shall hold and enjoy all rights of property, franchises, and interests in the same manner and to the same extent as such rights, franchises, and interests were held or enjoyed by COBNA at the time of the Merger, subject to applicable law; and

WHEREAS, for the avoidance of doubt, in connection with the Merger, COBNA, in its individual capacity, assigned all of its right, title, and interest, and delegated all of its duties, obligations, and liabilities, in, to, and under the Agreement to CONA, in its individual capacity, pursuant to an Omnibus Securitization Agreements Assignment and Assumption Agreement, dated as of October 1, 2022 (the “Assignment and Assumption Agreement”), among COBNA, in its capacity as Original Seller, Servicer and Administrator and in its individual capacity, Capital One Funding, LLC, a Virginia limited liability company, as Transferor and in its individual capacity, CONA, in its capacity as New Seller, Servicer and Administrator and in its individual capacity, The Bank of New York Mellon, a New York banking corporation, as Trustee and as Indenture Trustee, Capital One Multi-asset Execution Trust, a statutory trust organized under the laws of the State of Delaware, as Issuer, the Independent Director, Clayton Fixed Income Services LLC, a Delaware limited liability company, as Asset Representations Reviewer, and Capital One Services, LLC, a Delaware limited liability company, as subservicer and in its individual capacity;

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, do covenant and agree as follows:

ARTICLE I

AMENDMENTS

SECTION 1.1.  Amendments to the Agreement.  Each party to the Agreement hereby agrees that the Agreement shall be amended as follows:

          (a)      by deleting all references therein to “Capital One Bank (USA), National Association” and replacing such references with “Capital One, National Association”;

(b)      by deleting in Section 2 the phrase “140 East Shore Drive, Room 1048, Glen Allen, Virginia 23059” and replacing it with “1600 Capital One Drive, Room 27907A, McLean, Virginia 22102, Attention: Assistant Vice President”; and

(c)     by deleting in Schedule B the mailing address “2980 Fairview Park Drive, Suite 1300, Falls Church, Virginia 22042” and replacing it with “1680 Capital One Drive, McLean, Virginia 22102, Attention: Managing Vice President, Treasury Capital Markets, with a copy to Senior Director, Associate General Counsel, Corporate Capital Markets”.

ARTICLE II

ACKNOWLEDGEMENT OF ASSIGNMENT AND ASSUMPTION

SECTION 2.1.  Acknowledgement of Assignment and Assumption of the Agreement.  CONA, in its individual capacity, acknowledges and confirms that it is bound by the Agreement, that it has accepted all of COBNA’s right, title, and interest, and has assumed all of COBNA’s duties, obligations, and liabilities and the performance of every covenant, in, to, and under the Agreement, and has agreed that it shall be substituted for COBNA, in its individual capacity, under the Agreement. For the avoidance of doubt, CONA hereby expressly assumes the performance of every covenant and obligation of COBNA under the Agreement.

ARTICLE III

CONDITIONS PRECEDENT

SECTION 3.1.  Conditions to Effectiveness.  The amendments provided for by this Amendment shall become effective upon satisfaction of the following conditions:

(a)      satisfaction of the Rating Agency Condition;

(b)      delivery of counterparts of this Amendment, duly executed by the parties hereto;

(c)      delivery of counterparts of the Assignment and Assumption Agreement, duly executed by the parties thereto; and

(d)      COBNA has been merged with and into CONA.

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ARTICLE IV

MISCELLANEOUS

SECTION 4.1.  Waiver of Notice. Notwithstanding anything to the contrary set forth in the Agreement, each of the undersigned parties hereby waives any notice or other timing requirements with respect to and gives its consent to the amendments provided for herein.

SECTION 4.2.  Ratification of Agreement. Except as specifically amended, modified or supplemented by this Amendment, the Agreement is hereby confirmed and ratified in all respects and shall remain in full force and effect. This Amendment shall not constitute a novation of the Agreement, but shall constitute an amendment thereof. Each of the parties to the Agreement agrees to be bound by the terms of the obligations of the Agreement, as amended by this Amendment, as though the terms and obligations of the Agreement were set forth herein.

SECTION 4.3.  Counterparts. This Amendment may be executed in any number of counterparts and by separate parties hereto on separate counterparts, each of which, when executed, shall be deemed an original, but all such counterparts taken together shall constitute one and the same instrument. The words “executed,” “signed,” “signature,” and words of like import in this Amendment or in any other certificate, agreement or document related to this transaction shall include, in addition to manually executed signature pages, images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, any electronic sound, symbol, or process, attached to or logically associated with a contract or other record and executed or adopted by a person with the intent to sign the record). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.

SECTION 4.4.  Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF VIRGINIA, 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 4.5.  Defined Terms and Section References. Capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Agreement or, if not defined therein, in the Assignment and Assumption Agreement. All Section or Subsection references herein shall mean Sections or Subsections in the Agreement, except as otherwise provided herein.

[Signature page follows]

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, have duly executed this Amendment as of the date first above written.

MEMBER:
CAPITAL ONE, NATIONAL ASSOCIATION
By:	/s/ Franco E. Harris
	Name:  Franco E. Harris
	Title:    Managing Vice President,
	Treasury Capital Markets
INDEPENDENT DIRECTOR:
By:	/s/ Karla Boyd
	Name:  Karla Boyd

[Signature Page to Second Amendment to Limited Liability Company Agreement of

Capital One Funding, LLC]

EX-4.1(1)

Exhibit 4.1.1

EXECUTION VERSION

OMNIBUS SECURITIZATION AGREEMENTS ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of October 1, 2022 (this “Agreement”), among Capital One Bank (USA), National Association, a national banking association (“COBNA”), in its capacity as original seller, servicer and administrator (collectively, the “Original Seller, Servicer, and Administrator,” and, individually, the “Original Seller,” “Original Servicer,” or “Original Administrator”) and in its individual capacity, Capital One Funding, LLC, a Virginia limited liability company (“Funding”), as transferor (the “Transferor”) and in its individual capacity, Capital One, National Association, a national banking association (“CONA”), in its capacity as new seller, servicer and administrator (collectively, the “New Seller, Servicer, and Administrator,” and, individually, the “New Seller,” “New Servicer,” or “New Administrator”) and in its individual capacity, The Bank of New York Mellon, a New York banking corporation, as trustee (the “Trustee”) for the Capital One Master Trust (the “Master Trust”) and as indenture trustee (the “Indenture Trustee”) for the Capital One Multi-asset Execution Trust, a statutory trust organized under the laws of the State of Delaware (the “Issuer”), the Issuer, the Independent Director of Funding, Clayton Fixed Income Services LLC, a Delaware limited liability company, as asset representations reviewer (the “Asset Representations Reviewer”), and Capital One Services, LLC, a Delaware limited liability company (“Capital One Services”), as subservicer and in its individual capacity.

RECITALS

WHEREAS, COBNA and Funding are parties to the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008, and as further amended by the Second Amendment thereto, dated as of March 17, 2016 (as so amended, and as further amended, restated, supplemented, or otherwise modified from time to time, the “Receivables Purchase Agreement”);

WHEREAS, the Transferor, the Original Servicer, and the Trustee are parties to the Amended and Restated Pooling and Servicing Agreement, dated as of September 30, 1993, as amended and restated as of August 1, 2002, January 13, 2006, July 1, 2007 and March 17, 2016, and as amended by the First Amendment thereto, dated as of January 27, 2017 (as so amended and restated and as further amended, restated, supplemented, or otherwise modified from time to time, the “PSA”), and as supplemented by the Amended and Restated Series 2002-CC Supplement thereto, dated as of October 9, 2002, as amended and restated as of March 17, 2016 (as so amended and restated and as further amended, restated, supplemented, or otherwise modified from time to time, the “Series Supplement” and, together with the PSA, the “Pooling and Servicing Agreement”);

WHEREAS, the Original Servicer and the Transferor are parties to the Defaulted Receivables Supplemental Servicing Agreement, dated as of July 15, 2010 (as amended, restated, supplemented, or otherwise modified from time to time, the “Supplemental Servicing Agreement”);

WHEREAS, COBNA and the Independent Director appointed in accordance therein are parties to the Amended and Restated Limited Liability Company Agreement of Capital One Funding, LLC, dated as of July 31, 2002, as amended by the First Amendment thereto, dated as

of March 1, 2008 (as so amended and as further amended, restated, supplemented, or otherwise modified from time to time, the “LLC Agreement”);

WHEREAS, the Issuer and the Indenture Trustee are parties to the Indenture, dated as of October 9, 2002, as amended and restated as of January 13, 2006 and March 17, 2016 (as so amended and restated and as further amended, restated, supplemented, or otherwise modified from time to time, the “Base Indenture”), as supplemented by the Asset Pool 1 Supplement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (as so amended and as further amended, restated, supplemented, or otherwise modified from time to time, the “Asset Pool 1 Supplement”), as further supplemented by the Card Series Indenture Supplement, dated as of October 9, 2002, as amended and restated as of March 17, 2016, and, in each case, as supplemented by the Terms Documents listed on Schedule A hereto (as so amended, restated, and supplemented, and as further amended, restated, supplemented, or otherwise modified from time to time, the “Indenture Supplement” and, together with the Base Indenture and the Asset Pool 1 Supplement, the “Indenture”);

WHEREAS, the Issuer, the Transferor, the Original Administrator, and the Indenture Trustee are parties to the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (as so amended and as further amended, restated, supplemented, or otherwise modified from time to time, the “Transfer and Administration Agreement”);

WHEREAS, Funding, COBNA, and the Trustee are parties to the Dispute Resolution Agreement, dated as of March 17, 2016 (as amended, restated, supplemented, or otherwise modified from time to time, the “Dispute Resolution Agreement”);

WHEREAS, the Transferor, the Original Servicer, COBNA, and the Asset Representations Reviewer are parties to the Asset Representations Review Agreement, dated as of March 17, 2016 (as amended, restated, supplemented, or otherwise modified from time to time, the “Asset Representations Review Agreement”);

WHEREAS, COBNA (as successor to Capital One Bank, a then Virginia banking corporation), as Original Servicer, and Capital One Services, as subservicer, are parties to the Subservicing Agreement, dated as of January 1, 2006 (as amended, restated, supplemented, or otherwise modified from time to time, the “Subservicing Agreement”);

WHEREAS, Schedule A hereto lists all agreements relating to the securitization program contemplated by the Pooling and Servicing Agreement and the Indenture, including the Receivables Purchase Agreement, the Pooling and Servicing Agreement, the Supplemental Servicing Agreement, the LLC Agreement, the Indenture, the Transfer and Administration Agreement, the Dispute Resolution Agreement, the Asset Representations Review Agreement, and the Subservicing Agreement, and all amendments or supplements thereto (each, a “Securitization Agreement” and, collectively, the “Securitization Agreements”);

WHEREAS, COBNA owns the sole membership interest in Funding;

WHEREAS, effective October 1, 2022, COBNA shall merge with and into CONA (said transaction, the “Merger”);

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WHEREAS, by virtue of the Merger, all property of every type and interests therein, all rights, franchises, and choses in action, and all of the liabilities and obligations of every kind and description of COBNA as they exist at the time of the Merger shall become the property, rights, franchises, and choses in action, and liabilities and obligations of CONA without any other transfer, and, upon the Merger, and without any order or other action, CONA shall hold and enjoy all rights of property, franchises, and interests in the same manner and to the same extent as such rights, franchises, and interests were held or enjoyed by COBNA at the time of the Merger, subject to applicable law; and

WHEREAS, for the avoidance of doubt, in connection with the Merger, COBNA, in its capacity as the Original Seller, Servicer, and Administrator or in its individual capacity, as applicable, seeks to assign all of its right, title, and interest, and delegate all of its duties, obligations, and liabilities, in, to, and under the Receivables Purchase Agreement, the Pooling and Servicing Agreement, the Supplemental Servicing Agreement, the LLC Agreement, the Indenture, the Transfer and Administration Agreement, the Dispute Resolution Agreement, the Asset Representations Review Agreement, and the Subservicing Agreement as they exist at the time of the Merger, to CONA, in its capacity as the New Seller, Servicer, and Administrator or in its individual capacity, as applicable;

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, do covenant and agree as follows:

ARTICLE I

ASSIGNMENT AND ASSUMPTION;

INTENTION OF ASSIGNMENT

SECTION 1.1. Definitions. Unless otherwise defined in this Agreement, all defined terms used herein, including the Recitals hereto, shall have the meanings ascribed to such terms in the Pooling and Servicing Agreement and, if not defined therein, in the Indenture and, if not defined therein, in any other Securitization Agreement, as the context requires.

SECTION 1.2. Assignment, Assumption, and Acceptance; Consent.

(a)      For good and valuable consideration, receipt of which is hereby acknowledged, effective as of the date hereof, COBNA, in its capacity as the Original Seller, Servicer, and Administrator or in its individual capacity, as applicable, does hereby assign all of its right, title, and interest, and delegate all of its duties, obligations, and liabilities, in, to, and under the Receivables Purchase Agreement, the Pooling and Servicing Agreement, the Supplemental Servicing Agreement, the LLC Agreement, the Indenture, the Transfer and Administration Agreement, the Dispute Resolution Agreement, the Asset Representations Review Agreement, and the Subservicing Agreement as they exist at the time of the Merger, to CONA, in its capacity as the New Seller, Servicer, and Administrator or in its individual capacity, as applicable.

(b)      For good and valuable consideration, receipt of which is hereby acknowledged, effective as of the date hereof, CONA, in its capacity as the New Seller, Servicer, and

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Administrator or in its individual capacity, as applicable, does hereby accept all such assigned right, title, and interest, and assume all such duties, obligations, and liabilities and the performance of every covenant under the Securitization Agreements as they exist at the time of the Merger, and agrees that it shall be substituted for COBNA, in its capacity as the Original Seller, Servicer, and Administrator or in its individual capacity, as applicable, under each of the Receivables Purchase Agreement, the Pooling and Servicing Agreement, the Supplemental Servicing Agreement, the LLC Agreement, the Indenture, the Transfer and Administration Agreement, the Dispute Resolution Agreement, the Asset Representations Review Agreement, and the Subservicing Agreement.

(c)      Each of the Trustee, the Indenture Trustee, the Transferor, the Issuer, the Independent Director of Funding, the Asset Representations Reviewer, and Capital One Services hereby severally (i) acknowledges and consents to the assignment and delegation described above and (ii) acknowledges and agrees that as of the date hereof, CONA, in its capacity as the New Seller, Servicer, and Administrator or in its individual capacity, as applicable, has been substituted for COBNA, in its capacity as the Original Seller, Servicer, and Administrator or in its individual capacity, as applicable, under each of the Receivables Purchase Agreement, the Pooling and Servicing Agreement, the Supplemental Servicing Agreement, the LLC Agreement, the Indenture, the Transfer and Administration Agreement, the Dispute Resolution Agreement, the Asset Representations Review Agreement, and the Subservicing Agreement.

SECTION 1.3. Intention of Parties Relating to Succession and the Securitization Agreements.

(a)      Receivables Purchase Agreement.

(i)      The parties hereto that are also parties to the Receivables Purchase Agreement agree that, on and after the date hereof, CONA shall be the successor by merger to COBNA under the Receivables Purchase Agreement.

(ii)     The parties hereto that are also parties to the Receivables Purchase Agreement agree that, on and after the date hereof, references to “Capital One Bank (USA), National Association” and “Capital One” in the Receivables Purchase Agreement, including all obligations, benefits, and requirements thereof, shall relate to CONA, as successor by merger to COBNA, in each case unless otherwise specified herein.

(iii)    CONA, as successor by merger to COBNA, confirms and agrees to be bound by the terms of the Receivables Purchase Agreement on and after the date hereof in the same manner as COBNA was bound thereunder prior to the date hereof.

(b)      Pooling and Servicing Agreement.

(i)      The parties hereto that are also parties to the Pooling and Servicing Agreement agree that, on and after the date hereof, CONA, in its capacity as the New Servicer, shall be the successor by merger to COBNA, in its capacity as the Original Servicer, under the Pooling and Servicing Agreement.

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(ii)     The parties hereto that are also parties to the Pooling and Servicing Agreement agree that, on and after the date hereof, references to “Capital One Bank (USA), National Association,” “Capital One,” and the “Bank” in the Pooling and Servicing Agreement, including all obligations, benefits, and requirements thereof, shall relate to CONA, as successor by merger to COBNA, in each case unless otherwise specified herein.

(iii)    CONA, as successor by merger to COBNA, confirms and agrees to be bound by the terms of the Pooling and Servicing Agreement on and after the date hereof in the same manner as COBNA was bound thereunder prior to the date hereof.

(c)      Supplemental Servicing Agreement.

(i)      The parties hereto that are also parties to the Supplemental Servicing Agreement agree that, on and after the date hereof, CONA, in its capacity as the New Servicer, shall be the successor by merger to COBNA, in its capacity as the Original Servicer, under the Supplemental Servicing Agreement.

(ii)     The parties hereto that are also parties to the Supplemental Servicing Agreement agree that, on and after the date hereof, references to “Capital One Bank (USA), National Association” in the Supplemental Servicing Agreement, including all obligations, benefits, and requirements thereof, shall relate to CONA, as successor by merger to COBNA, in each case unless otherwise specified herein.

(iii)    CONA, as successor by merger to COBNA, confirms and agrees to be bound by the terms of the Supplemental Servicing Agreement on and after the date hereof in the same manner as COBNA was bound thereunder prior to the date hereof.

(d)      LLC Agreement.

(i)      The parties hereto that are also parties to the LLC Agreement agree that, on and after the date hereof, (A) CONA, in its individual capacity, shall be the successor by merger to COBNA, in its individual capacity, under the LLC Agreement and (B) as such merger was effected in compliance with the Basic Documents (as defined in the LLC Agreement), in accordance with Section 21 of the LLC Agreement, without further act, CONA shall be the Member thereunder, and such merger shall not constitute an assignment for purposes of the LLC Agreement and Funding shall continue without dissolution.

(ii)     The parties hereto that are also parties to the LLC Agreement agree that, on and after the date hereof, references to “Capital One Bank (USA), National Association,” the “Bank,” and the “Member” in the LLC Agreement, including all obligations, benefits, and requirements thereof, shall relate to CONA, as successor by merger to COBNA, in each case unless otherwise specified herein.

(iii)    CONA, as successor by merger to COBNA, confirms and agrees to be bound by the terms of the LLC Agreement on and after the date hereof in the same manner as COBNA was bound thereunder prior to the date hereof.

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(e)      Indenture.

(i)      The parties hereto that are also parties to the Indenture agree that, on and after the date hereof, CONA, in its capacity as the New Administrator, shall be the successor by merger to COBNA, in its capacity as the Original Administrator, for purposes of the Indenture.

(ii)     The parties hereto that are also parties to the Indenture agree that, on and after the date hereof, references to “Capital One Bank (USA), National Association” and “Capital One” in the Indenture, including all obligations, benefits, and requirements thereof, shall relate to CONA, as successor by merger to COBNA, in each case unless otherwise specified herein.

(iii)    CONA, as successor by merger to COBNA, confirms and agrees to be bound by the terms of the Indenture on and after the date hereof in the same manner as COBNA was bound thereunder prior to the date hereof.

(f)      Transfer and Administration Agreement.

(i)      The parties hereto that are also parties to the Transfer and Administration Agreement agree that, on and after the date hereof, CONA, in its capacity as the New Administrator, shall be the successor by merger to COBNA, in its capacity as the Original Administrator, under the Transfer and Administration Agreement.

(ii)     The parties hereto that are also parties to the Transfer and Administration Agreement agree that, on and after the date hereof, references to “Capital One Bank (USA), National Association” and “Capital One Bank” in the Transfer and Administration Agreement, including all obligations, benefits, and requirements thereof, shall relate to CONA, as successor by merger to COBNA, in each case unless otherwise specified herein.

(iii)    CONA, as successor by merger to COBNA, confirms and agrees to be bound by the terms of the Transfer and Administration Agreement on and after the date hereof in the same manner as COBNA was bound thereunder prior to the date hereof.

(g)      Dispute Resolution Agreement.

(i)      The parties hereto that are also parties to the Dispute Resolution Agreement agree that, on and after the date hereof, CONA, in its individual capacity, shall be the successor by merger to COBNA, in its individual capacity, under the Dispute Resolution Agreement.

(ii)     The parties hereto that are also parties to the Dispute Resolution Agreement agree that, on and after the date hereof, references to “Capital One Bank (USA), National Association” and the “Bank” in the Dispute Resolution Agreement, including all obligations, benefits, and requirements thereof, shall relate to CONA, as successor by merger to COBNA, in each case unless otherwise specified herein.

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(iii)    CONA, as successor by merger to COBNA, confirms and agrees to be bound by the terms of the Dispute Resolution Agreement on and after the date hereof in the same manner as COBNA was bound thereunder prior to the date hereof.

(h)      Asset Representations Review Agreement.

(i)      The parties hereto that are also parties to the Asset Representations Review Agreement agree that, on and after the date hereof, CONA, in its capacity as the New Servicer and in its individual capacity, shall be the successor by merger to COBNA, in its capacity as the Original Servicer and in its individual capacity, under the Asset Representations Review Agreement.

(ii)     The parties hereto that are also parties to the Asset Representations Review Agreement agree that, on and after the date hereof, references to “Capital One Bank (USA), National Association” and “Capital One” in the Asset Representations Review Agreement, including all obligations, benefits, and requirements thereof, shall relate to CONA, as successor by merger to COBNA, in each case unless otherwise specified herein.

(iii)    CONA, as successor by merger to COBNA, confirms and agrees to be bound by the terms of the Asset Representations Review Agreement on and after the date hereof in the same manner as COBNA was bound thereunder prior to the date hereof.

(i)      Subservicing Agreement.

(i)      The parties hereto that are also parties to the Subservicing Agreement agree that, on and after the date hereof, CONA, in its capacity as the New Servicer and in its individual capacity, shall be the successor by merger to COBNA, in its capacity as the Original Servicer and in its individual capacity, under the Subservicing Agreement.

(ii)     The parties hereto that are also parties to the Subservicing Agreement agree that, on and after the date hereof, references to “Capital One Bank,” “Capital One Bank (USA), National Association,” and “COB” in the Subservicing Agreement, including all obligations, benefits, and requirements thereof, shall relate to CONA, as successor by merger to COBNA, in each case unless otherwise specified herein.

(iii)    CONA, as successor by merger to COBNA, confirms and agrees to be bound by the terms of the Subservicing Agreement on and after the date hereof in the same manner as COBNA was bound thereunder prior to the date hereof.

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ARTICLE II

MISCELLANEOUS

SECTION 2.1. Conditions to Effectiveness. The assignments and assumptions provided for by this Agreement shall become effective upon satisfaction of the following conditions:

(a)      Receivables Purchase Agreement.

(i)      delivery of an Opinion of Counsel, to Funding from COBNA, to the effect that all actions have been taken, and all filings have been made, as are necessary to continue and maintain the first-priority perfected ownership interest of Funding in the Purchased Assets, delivered pursuant to Subsection 5.01(k) of the Receivables Purchase Agreement;

(ii)     ten (10) days’ prior notice from COBNA to Funding, the Trustee and each Rating Agency of this Agreement, delivered pursuant to Section 9.05 of the Receivables Purchase Agreement;

(iii)    delivery of written confirmation to Funding and the Trustee from each Rating Agency that the assignments and assumption will not result in the reduction or withdrawal of the respective ratings of such Rating Agency for any securities issued by the Capital One Master Trust, delivered pursuant to Section 9.05 of the Receivables Purchase Agreement;

(iv)    delivery of counterparts of this Agreement, duly executed by the parties hereto; and

(v)     COBNA has been merged with and into CONA.

(b)      Pooling and Servicing Agreement.

(i)      delivery of an Opinion of Counsel, pursuant to Subsection 8.02(a)(ii) of the Pooling and Servicing Agreement, stating that this Agreement complies with Section 8.02 of the Pooling and Servicing Agreement, and that this Agreement is a valid and binding obligation of CONA enforceable against CONA in accordance with its terms, except as such enforceability may be limited by applicable Debtor Relief Laws and except as such enforceability may be limited by general principles of equity, and that all conditions precedent therein provided for relating to such transaction have been complied with;

(ii)     notice from COBNA to each Rating Agency of this Agreement, delivered pursuant to Subsection 8.02(b) of the Pooling and Servicing Agreement

(iii)    delivery of an Officer’s Certificate, pursuant to Subsection 8.02(a)(ii) of the Pooling and Servicing Agreement, from COBNA to Funding and the Trustee, stating that this Agreement complies with Section 8.02 of the Pooling and Servicing Agreement, and that this Agreement is a valid and binding obligation of CONA enforceable against CONA in accordance with its terms, except as such enforceability

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may be limited by applicable Debtor Relief Laws and except as such enforceability may be limited by general principles of equity, and that all conditions precedent therein provided for relating to such transaction have been complied with;

(iv)    delivery of counterparts of this Agreement, duly executed by the parties hereto; and

(v)     COBNA has been merged with and into CONA.

(c)      Supplemental Servicing Agreement.

(i)      delivery of counterparts of this Agreement, duly executed by the parties hereto; and

(ii)     COBNA has been merged with and into CONA.

(d)      LLC Agreement.

(i)      delivery of counterparts of this Agreement, duly executed by the parties hereto; and

(ii)     COBNA has been merged with and into CONA.

(e)      Indenture.

(i)      delivery of an Officer’s Certificate, pursuant to Section 102 of the Indenture, from the Issuer to the Indenture Trustee, to the effect that all conditions precedent to the execution of this Agreement have been complied with;

(ii)     delivery of an Opinion of Counsel, pursuant to Section 102 of the Indenture, from the Issuer to the Indenture Trustee, to the effect that all conditions precedent to the execution of this Agreement have been complied with;

(iii)    delivery of counterparts of this Agreement, duly executed by the parties hereto; and

(iv)    COBNA has been merged with and into CONA.

(f)      Transfer and Administration Agreement.

(i)      delivery of counterparts of this Agreement duly executed by the parties hereto; and

(ii)     COBNA has been merged with and into CONA.

(g)      Dispute Resolution Agreement.

(i)      delivery of counterparts of this Agreement duly executed by the parties hereto; and

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(ii)     COBNA has been merged with and into CONA.

(h)      Asset Representations Review Agreement.

(i)      delivery of counterparts of this Agreement duly executed by the parties hereto; and

(ii)     COBNA has been merged with and into CONA.

(i)      Subservicing Agreement.

(i)      delivery of counterparts of this Agreement duly executed by the parties hereto; and

(ii)     COBNA has been merged with and into CONA.

SECTION 2.2. Filing of Financing Statements. In connection herewith, each of COBNA and the Transferor agrees to prepare for filing, and CONA agrees to record and file, any financing statements (or if a financing statement is already on record, an assignment of such financing statement) and continuation statements with respect to such financing statements, when applicable, meeting the requirements of applicable state law, in such jurisdictions as are necessary to perfect and maintain perfection of the transfers and other assignments contemplated hereby.

SECTION 2.3. Counterparts. This Agreement may be executed in any number of counterparts, each of which, when so executed, shall be deemed to be an original, and all of which, when taken together, shall constitute one and the same instrument. The words “executed,” “signed,” “signature,” and words of like import in this Agreement or in any other certificate, agreement or document related to this transaction shall include, in addition to manually executed signature pages, images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, any electronic sound, symbol, or process, attached to or logically associated with a contract or other record and executed or adopted by a person with the intent to sign the record). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.

SECTION 2.4. Governing Law. This Agreement shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions (other than Section 5-1401 of the General Obligations Law), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

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SECTION 2.5. Indenture Trustee and Trustee. Neither the Indenture Trustee nor the Trustee shall be responsible for the validity or sufficiency of this Agreement nor for the recitals herein. The parties hereto agree that the Indenture Trustee and the Trustee shall be afforded all the rights, privileges, protections, immunities and indemnities provided to each of them under the Securitization Agreements to which the Indenture Trustee or the Trustee is a party.

SECTION 2.6. Schedule. The schedule attached hereto and referenced herein shall constitute a part of this Agreement and is incorporated into this Agreement for all purposes.

SECTION 2.7. Limitation of Liability of the Owner Trustee. It is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered on behalf of the Issuer by Deutsche Bank Trust Company Delaware, not individually or personally but solely as Owner Trustee (the “Owner Trustee”) of the Issuer, 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, and is binding only on, the Issuer, (iii) nothing herein contained will be construed as creating any liability on Deutsche Bank Trust Company Delaware, individually or personally or as Owner Trustee, 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 Agreement and by any Person claiming by, through or under them, (iv) Deutsche Bank Trust Company Delaware has made no investigation and will make no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement or any related document and (v) under no circumstances will Deutsche Bank Trust Company Delaware be personally liable for the payment of any indebtedness, indemnities or expenses of the Issuer or be liable for the performance, breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement or any related documents, as to all of which recourse shall be had solely to the assets of the Issuer.

[Signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers as of the date first set forth above.

CAPITAL ONE BANK (USA), NATIONAL
ASSOCIATION,
as Original Seller, Servicer and Administrator and in its individual capacity
By:	/s/ Thomas A. Feil
	Name:	Thomas A. Feil
	Title:	Treasurer
CAPITAL ONE FUNDING, LLC,
as Transferor and in its individual capacity
By:	/s/ Eric D. Bauder
	Name:	Eric D. Bauder
	Title:	Assistant Vice President
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 Issuer
By:	/s/ Ronaldo R. Reyes
	Name:	Ronaldo R. Reyes
	Title:	Attorney-In-Fact
By:	/s/ Timothy Johnson
	Name:	Timothy Johnson
	Title:	Attorney-In-Fact

[Signature page to Omnibus Securitization Agreements Assignment and Assumption Agreement]

CAPITAL ONE, NATIONAL ASSOCIATION,
as New Seller, Servicer and Administrator and in its individual capacity
By:	/s/ Franco E. Harris
	Name:	Franco E. Harris
	Title:	Managing Vice President, Treasury Capital Markets
THE BANK OF NEW YORK MELLON,
not in its individual capacity but solely as Trustee and Indenture Trustee
By:	/s/ Leslie Morales
	Name:	Leslie Morales
	Title:	Vice President
INDEPENDENT DIRECTOR OF CAPITAL ONE FUNDING, LLC
By:	/s/ Karla Boyd
	Name:	Karla Boyd
CLAYTON FIXED INCOME SERVICES LLC,
as Asset Representations Reviewer
By:	/s/ Anthony Neske
	Name:	Anthony Neske
	Title:	Senior Vice President
CAPITAL ONE SERVICES, LLC,
as subservicer and in its individual capacity
By:	/s/ Sean J. Flanagan
	Name:	Sean J. Flanagan
	Title:	Managing Vice President, Treasury Capital Markets

[Signature page to Omnibus Securitization Agreements Assignment and Assumption Agreement]

Schedule A

Securitization Agreements

A. The Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008, and as further amended by the Second Amendment thereto, dated as of March 17, 2016, between COBNA and Funding;

B. The Amended and Restated Pooling and Servicing Agreement, dated as of September 30, 1993, as amended and restated as of August 1, 2002, January 13, 2006, July 1, 2007 and March 17, 2016, and as amended by the First Amendment thereto, dated as of January 27, 2017, among Funding, as Transferor, COBNA, as Servicer, and The Bank of New York Mellon, as Trustee;

C. The Amended and Restated Series 2002-CC Supplement, dated as of October 9, 2002, as amended and restated as of March 17, 2016, among the Transferor, the Servicer, and the Trustee;

D. The Amended and Restated Limited Liability Company Agreement of Capital One Funding, LLC, dated as of July 31, 2002,as amended by the First Amendment thereto, dated as of March 1, 2008, between COBNA, as the sole equity member, and the Independent Director of Funding;

E. The Indenture, dated as of October 9, 2002, as amended and restated as of January 13, 2006 and March 17, 2016, between the Issuer and The Bank of New York Mellon, as Indenture Trustee;

F. The Asset Pool 1 Supplement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, between the Issuer and the Indenture Trustee;

G. The Card Series Indenture Supplement, dated as of October 9, 2002, as amended and restated as of March 17, 2016, between the Issuer and the Indenture Trustee, in each case, together with the following Terms Document relating to specified Classes and Tranches of Notes belonging to the Card Series, each between the Issuer and the Indenture Trustee (each, as amended, restated, supplemented or otherwise modified through the date hereof):

Class A(2017-5) Terms Document dated as of October 10, 2017

Class A(2018-2) Terms Document dated as of May 16, 2018

Class A(2019-3) Terms Document dated as of September 5, 2019

Class A(2021-1) Terms Document dated as of July 22, 2021

Class A(2021-2) Terms Document dated as of July 22, 2021

Class A(2021-3) Terms Document dated as of November 30, 2021

Class A(2022-1) Terms Document dated as of March 30, 2022

Class A(2022-2) Terms Document dated as of June 14, 2022

Class B(2005-3) Terms Document dated as of August 4, 2005

Class B(2009-C) Terms Document dated as of October 9, 2009

Class C(2009-A) Terms Document dated as of October 9, 2009

H. The Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Issuer, the Transferor, COBNA, as Administrator, and the Indenture Trustee;

I. The Defaulted Receivables Supplemental Servicing Agreement, dated as of July 15, 2010, by and between COBNA, as Servicer, and the Transferor.

J. The Dispute Resolution Agreement, dated as of March 17, 2016, among COBNA, Funding, and the Trustee;

K. The Asset Representations Review Agreement, dated as of March 17, 2016, among COBNA, as Servicer and in its individual capacity, the Transferor, and Clayton Fixed Income Services LLC, as Asset Representations Reviewer; and

L. The Subservicing Agreement, dated as of January 1, 2006, by and between COBNA, as successor to Capital One Bank, a then Virginia banking corporation, as Servicer and in its individual capacity, and Capital One Services, as subservicer and in its individual capacity.

EX-4.1(2)

Exhibit 4.1.2

EXECUTION VERSION

CAPITAL ONE MASTER TRUST

THIRD AMENDMENT TO AMENDED AND

RESTATED RECEIVABLES PURCHASE AGREEMENT

This THIRD AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of October 1, 2022 (this “Amendment”), to the Amended and Restated Receivables Purchase Agreement, dated as of August 1, 2002, as amended and restated as of July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008, and as amended by the Second Amendment thereto, dated as of March 17, 2016 (as so amended and restated, the “Agreement”), is entered into between CAPITAL ONE, NATIONAL ASSOCIATION, a national banking association (“CONA”), and CAPITAL ONE FUNDING, LLC, a Virginia limited liability company (“Funding”).

RECITALS

WHEREAS, effective October 1, 2022, Capital One Bank (USA), National Association, a national banking association (“COBNA”), was merged with and into CONA (said transaction, the “Merger”);

WHEREAS, by virtue of the Merger, all property of every type and interests therein, all rights, franchises, and choses in action, and all of the liabilities and obligations of every kind and description of COBNA became the property, rights, franchises, and choses in action, and liabilities and obligations of CONA without any other transfer, and, upon the Merger, and without any order or other action, CONA shall hold and enjoy all rights of property, franchises, and interests in the same manner and to the same extent as such rights, franchises, and interests were held or enjoyed by COBNA at the time of the Merger, subject to applicable law; and

WHEREAS, for the avoidance of doubt, in connection with the Merger, COBNA, in its individual capacity, assigned all of its right, title, and interest, and delegated all of its duties, obligations, and liabilities, in, to, and under the Agreement to CONA, in its individual capacity, pursuant to an Omnibus Securitization Agreements Assignment and Assumption Agreement, dated as of October 1, 2022 (the “Assignment and Assumption Agreement”), among COBNA, in its capacity as Original Seller, Servicer and Administrator and in its individual capacity, Funding, as Transferor and in its individual capacity, CONA, in its capacity as New Seller, Servicer and Administrator and in its individual capacity, The Bank of New York Mellon, a New York banking corporation, as Trustee and as Indenture Trustee, Capital One Multi-asset Execution Trust, a statutory trust organized under the laws of the State of Delaware, as Issuer, the Independent Director of Funding, Clayton Fixed Income Services LLC, a Delaware limited liability company, as Asset Representations Reviewer, and Capital One Services, LLC, a Delaware limited liability company, as subservicer and in its individual capacity;

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, do covenant and agree as follows:

ARTICLE I

AMENDMENTS

SECTION 1.1.  Amendments to the Agreement. Each party to the Agreement hereby agrees that the Agreement shall be amended as follows:

          (a)       by deleting all references therein to “Capital One Bank (USA), National Association” and replacing such references with “Capital One, National Association”;

(b)       by deleting in Section 9.03 the phrase “4851 Cox Road, Glen Allen, Virginia 23060, Attention: General Counsel, with a copy to Vice President Securitization (facsimile: (804) 967-1220)” and replacing it with “1680 Capital One Drive, McLean, Virginia 22102, Attention: Managing Vice President, Treasury Capital Markets, with a copy to Senior Director, Associate General Counsel, Corporate Capital Markets”; and

(c)     by deleting in Section 9.03 the phrase “140 East Shore Drive, Room 1071-B, Glen Allen, Virginia 23059, Attention: Assistant Vice President (facsimile no. 804-290-6666)” and replacing it with “1600 Capital One Drive, Room 27907A, McLean, Virginia 22102, Attention: Assistant Vice President”.

ARTICLE II

ACKNOWLEDGEMENT OF ASSIGNMENT AND ASSUMPTION

SECTION 2.1.  Acknowledgement of Assignment and Assumption of the Agreement. CONA, in its individual capacity, acknowledges and confirms that it is bound by the Agreement, that it has accepted all of COBNA’s right, title, and interest, and has assumed all of COBNA’s duties, obligations, and liabilities and the performance of every covenant, in, to, and under the Agreement, and has agreed that it shall be substituted for COBNA, in its individual capacity, under the Agreement. CONA also ratifies, confirms, and effects the sales and other conveyances described in the Agreement and in each Supplemental Conveyance. For the avoidance of doubt, CONA hereby expressly assumes the performance of every covenant and obligation of COBNA under the Agreement.

ARTICLE III

CONDITIONS PRECEDENT

SECTION 3.1.  Conditions to Effectiveness. The amendments provided for by this Amendment shall become effective upon satisfaction of the following conditions:

(a)     ten (10) days’ prior notice from COBNA and CONA to Funding, the Trustee and each Rating Agency of this Amendment, delivered pursuant to Section 9.01 of the Agreement;

(b)       delivery of written confirmation to Funding and the Trustee from each Rating Agency that this Amendment will not result in the reduction or withdrawal of the respective ratings

2

of such Rating Agency for any securities issued by the Trust, delivered pursuant to Section 9.01 of the Agreement;

(c)       delivery of an Officer’s Certificate, from COBNA and CONA to Funding, stating that CONA reasonably believes that this Amendment will not cause a Pay Out Event, delivered pursuant to Section 9.01 of the Agreement;

(d)       delivery of a copy of this Amendment to each Rating Agency;

(e)       delivery of counterparts of this Amendment, duly executed by the parties hereto;

(f)       delivery of counterparts of the Assignment and Assumption Agreement, duly executed by the parties thereto; and

(g)       COBNA has been merged with and into CONA.

ARTICLE IV

MISCELLANEOUS

SECTION 4.1.  Waiver of Notice. Notwithstanding anything to the contrary set forth in the Agreement, each of the undersigned parties hereby waives any notice or other timing requirements with respect to and gives its consent to the amendments provided for herein.

SECTION 4.2.  Ratification of Agreement. Except as specifically amended, modified or supplemented by this Amendment, the Agreement is hereby confirmed and ratified in all respects and shall remain in full force and effect. This Amendment shall not constitute a novation of the Agreement, but shall constitute an amendment thereof. Each of the parties to the Agreement agrees to be bound by the terms of the obligations of the Agreement, as amended by this Amendment, as though the terms and obligations of the Agreement were set forth herein.

SECTION 4.3.  Counterparts. This Amendment may be executed in any number of counterparts and by separate parties hereto on separate counterparts, each of which, when executed, shall be deemed an original, but all such counterparts taken together shall constitute one and the same instrument. The words “executed,” “signed,” “signature,” and words of like import in this Amendment or in any other certificate, agreement or document related to this transaction shall include, in addition to manually executed signature pages, images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, any electronic sound, symbol, or process, attached to or logically associated with a contract or other record and executed or adopted by a person with the intent to sign the record). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.

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SECTION 4.4.  Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

SECTION 4.5.  Defined Terms and Section References. Capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Agreement or, if not defined therein, in the Assignment and Assumption Agreement. All Section or Subsection references herein shall mean Sections or Subsections in the Agreement, except as otherwise provided herein.

[Signature page follows]

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IN WITNESS WHEREOF, the undersigned parties have caused this Amendment to be duly executed by their respective officers thereunto duly authorized, all as of the date first above written.

CAPITAL ONE, NATIONAL ASSOCIATION
By:	/s/ Franco E. Harris
	Name:  Franco E. Harris
	Title:    Managing Vice President,
	Treasury Capital Markets
CAPITAL ONE FUNDING, LLC
By:	/s/ Eric D. Bauder
	Name:  Eric D. Bauder
	Title:    Assistant Vice President

Acknowledged and Accepted by:

THE BANK OF NEW YORK MELLON,

not in its individual capacity but solely as Trustee

By:	/s/ Leslie Morales
	Name:  Leslie Morales
	Title:    Vice President

[Signature Page to Third Amendment to COMT Receivables Purchase Agreement]

EX-4.1(3)

Exhibit 4.1.3

EXECUTION VERSION

CAPITAL ONE MASTER TRUST

SECOND AMENDMENT TO AMENDED AND

RESTATED POOLING AND SERVICING AGREEMENT

This SECOND AMENDMENT TO AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT, dated as of October 1, 2022 (this “Amendment”), to the Amended and Restated Pooling and Servicing Agreement, dated as of September 30, 1993, as amended and restated as of August 1, 2002, January 13, 2006, July 1, 2007 and March 17, 2016, and as amended by the First Amendment thereto, dated as of January 27, 2017 (as so amended and restated, the “Agreement”), is entered into among CAPITAL ONE, NATIONAL ASSOCIATION, a national banking association (“CONA”), as Servicer (the “Servicer”), CAPITAL ONE FUNDING, LLC, a Virginia limited liability company (“Funding”), as Transferor (the “Transferor”), and THE BANK OF NEW YORK MELLON, a New York banking corporation (“BNYM”), as Trustee (the “Trustee”).

RECITALS

WHEREAS, effective October 1, 2022, Capital One Bank (USA), National Association, a national banking association (“COBNA”), was merged with and into CONA (said transaction, the “Merger”);

WHEREAS, by virtue of the Merger, all property of every type and interests therein, all rights, franchises, and choses in action, and all of the liabilities and obligations of every kind and description of COBNA became the property, rights, franchises, and choses in action, and liabilities and obligations of CONA without any other transfer, and, upon the Merger, and without any order or other action, CONA shall hold and enjoy all rights of property, franchises, and interests in the same manner and to the same extent as such rights, franchises, and interests were held or enjoyed by COBNA at the time of the Merger, subject to applicable law; and

WHEREAS, for the avoidance of doubt, in connection with the Merger, COBNA, in its capacity as Original Servicer, assigned all of its right, title, and interest, and delegated all of its duties, obligations, and liabilities, in, to, and under the Agreement to CONA, in its capacity as New Servicer, pursuant to an Omnibus Securitization Agreements Assignment and Assumption Agreement, dated as of October 1, 2022 (the “Assignment and Assumption Agreement”), among COBNA, in its capacity as Original Seller, Servicer and Administrator and in its individual capacity, Funding, as Transferor and in its individual capacity, CONA, in its capacity as New Seller, Servicer and Administrator and in its individual capacity, BNYM, as Trustee and as Indenture Trustee, Capital One Multi-asset Execution Trust, a statutory trust organized under the laws of the State of Delaware, as Issuer, the Independent Director of Funding, Clayton Fixed Income Services LLC, a Delaware limited liability company, as Asset Representations Reviewer, and Capital One Services, LLC, a Delaware limited liability company, as subservicer and in its individual capacity;

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, do covenant and agree as follows:

ARTICLE I

AMENDMENTS

SECTION 1.1. Amendments to the Agreement. Each party to the Agreement hereby agrees that the Agreement shall be amended as follows:

          (a)      by deleting all references therein to “Capital One Bank (USA), National Association” and replacing such references with “Capital One, National Association”;

(b)      by deleting in Subsection 13.05(a) the phrase “1680 Capital One Drive, McLean, VA 22102, Attention: General Counsel, with a copy to Managing Vice President, Treasury Capital Markets” and replacing it with “1680 Capital One Drive, McLean, Virginia 22102, Attention: Managing Vice President, Treasury Capital Markets, with a copy to Senior Director, Associate General Counsel, Corporate Capital Markets”;

(c)      by deleting in Subsection 13.05(a) the phrase “140 East Shore Drive, Room 1071-B, Glen Allen, Virginia 23059, Attention: Assistant Vice President, Treasury Capital Markets” and replacing it with “1600 Capital One Drive, Room 27907A, McLean, Virginia 22102, Attention: Assistant Vice President”; and

(d)     by amending the definition of “Asset Representations Review Agreement” in Section 1.01 to add at the end of such definition the words “, and as further amended and supplemented from time to time”.

ARTICLE II

ACKNOWLEDGEMENT OF ASSIGNMENT AND ASSUMPTION

SECTION 2.1. Acknowledgement of Assignment and Assumption of the Agreement. CONA, in its capacity as New Servicer, acknowledges and confirms that it is bound by the Agreement, that it has accepted all of COBNA’s right, title, and interest, and has assumed all of COBNA’s duties, obligations, and liabilities and the performance of every covenant, in, to, and under the Agreement, and has agreed that it shall be substituted for COBNA, in its capacity as Original Servicer, under the Agreement. For the avoidance of doubt, CONA hereby expressly assumes the performance of every covenant and obligation of COBNA under the Agreement.

ARTICLE III

CONDITIONS PRECEDENT

SECTION 3.1. Conditions to Effectiveness. The amendments provided for by this Amendment shall become effective upon satisfaction of the following conditions:

(a)      delivery of an Opinion of Counsel, from Funding to the Trustee and any Series Enhancer, to the effect specified in Exhibit H-1 of the Agreement pursuant to Subsection 13.02(d) of the Agreement;

(b)      delivery of written confirmation to CONA and Funding from each Rating Agency that this Amendment will not have a Ratings Effect, and copies of such confirmation to the Trustee, delivered pursuant to Subsection 13.01(a) of the Agreement;

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(c)      delivery of an Officer’s Certificate, from Funding to the Trustee and each provider of Series Enhancement, stating that Funding reasonably believes that this Amendment will not, based on the facts known to such officer at the time of such certification, have a material adverse effect and is not reasonably expected to have an Adverse Effect at any time in the future, on the interests of the Certificateholders;

(d)      delivery of counterparts of this Amendment, duly executed by the parties hereto;

(e)      delivery of counterparts of the Assignment and Assumption Agreement, duly executed by the parties thereto; and

(f)      COBNA has been merged with and into CONA.

ARTICLE IV

MISCELLANEOUS

SECTION 4.1. Waiver of Notice. Notwithstanding anything to the contrary set forth in the Agreement, each of the undersigned parties hereby waives any notice or other timing requirements with respect to and gives its consent to the amendments provided for herein.

SECTION 4.2. Ratification of Agreement. Except as specifically amended, modified or supplemented by this Amendment, the Agreement is hereby confirmed and ratified in all respects and shall remain in full force and effect. This Amendment shall not constitute a novation of the Agreement, but shall constitute an amendment thereof. Each of the parties to the Agreement agrees to be bound by the terms of the obligations of the Agreement, as amended by this Amendment, as though the terms and obligations of the Agreement were set forth herein.

SECTION 4.3. Counterparts. This Amendment may be executed in any number of counterparts and by separate parties hereto on separate counterparts, each of which, when executed, shall be deemed an original, but all such counterparts taken together shall constitute one and the same instrument. The words “executed,” “signed,” “signature,” and words of like import in this Amendment or in any other certificate, agreement or document related to this transaction shall include, in addition to manually executed signature pages, images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, any electronic sound, symbol, or process, attached to or logically associated with a contract or other record and executed or adopted by a person with the intent to sign the record). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.

SECTION 4.4. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401

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OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

SECTION 4.5. Trustee. The Trustee shall not be responsible for the validity or sufficiency of this Amendment nor for the recitals herein. The parties hereto agree that the Trustee shall be afforded all the rights, privileges, protections, immunities and indemnities provided to it under the Agreement.

SECTION 4.6. Defined Terms and Section References. Capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Agreement or, if not defined therein, in the Assignment and Assumption Agreement. All Section or Subsection references herein shall mean Sections or Subsections in the Agreement, except as otherwise provided herein.

[Signature page follows]

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IN WITNESS WHEREOF, the undersigned parties have caused this Amendment to be duly executed by their respective officers thereunto duly authorized, all as of the date first above written.

CAPITAL ONE, NATIONAL ASSOCIATION,
as Servicer
By:	/s/ Franco E. Harris
	Name:  Franco E. Harris
	Title:    Managing Vice President,
	Treasury Capital Markets
CAPITAL ONE FUNDING, LLC, as Transferor
By:	/s/ Eric D. Bauder
	Name:  Eric D. Bauder
	Title:    Assistant Vice President
THE BANK OF NEW YORK MELLON, not in
its individual capacity but solely as Trustee
By:	/s/ Leslie Morales
	Name:  Leslie Morales
	Title:    Vice President

[Signature Page to Second Amendment to COMT Pooling and Servicing Agreement]

EX-4.1(4)

Exhibit 4.1.4

EXECUTION VERSION

CAPITAL ONE MASTER TRUST

FIRST AMENDMENT TO AMENDED AND

RESTATED SERIES 2002-CC SUPPLEMENT

This FIRST AMENDMENT TO AMENDED AND RESTATED SERIES 2002-CC SUPPLEMENT, dated as of October 1, 2022 (this “Amendment”), to the Amended and Restated Series 2002-CC Supplement, dated as of October 9, 2002, as amended and restated as of March 17, 2016 (as so amended and restated, the “Supplement”), is entered into among CAPITAL ONE, NATIONAL ASSOCIATION, a national banking association (“CONA”), as Servicer (the “Servicer”), CAPITAL ONE FUNDING, LLC, a Virginia limited liability company (“Funding”), as Transferor (the “Transferor”), and THE BANK OF NEW YORK MELLON, a New York banking corporation (“BNYM”), as Trustee (the “Trustee”).

RECITALS

WHEREAS, effective October 1, 2022, Capital One Bank (USA), National Association, a national banking association (“COBNA”), was merged with and into CONA (said transaction, the “Merger”);

WHEREAS, by virtue of the Merger, all property of every type and interests therein, all rights, franchises, and choses in action, and all of the liabilities and obligations of every kind and description of COBNA became the property, rights, franchises, and choses in action, and liabilities and obligations of CONA without any other transfer, and, upon the Merger, and without any order or other action, CONA shall hold and enjoy all rights of property, franchises, and interests in the same manner and to the same extent as such rights, franchises, and interests were held or enjoyed by COBNA at the time of the Merger, subject to applicable law; and

WHEREAS, for the avoidance of doubt, in connection with the Merger, COBNA, in its capacity as Original Servicer, assigned all of its right, title, and interest, and delegated all of its duties, obligations, and liabilities, in, to, and under the Supplement to CONA, in its capacity as New Servicer, pursuant to an Omnibus Securitization Agreements Assignment and Assumption Agreement, dated as of October 1, 2022 (the “Assignment and Assumption Agreement”), among COBNA, in its capacity as Original Seller, Servicer and Administrator and in its individual capacity, Funding, as Transferor and in its individual capacity, CONA, in its capacity as New Seller, Servicer and Administrator and in its individual capacity, BNYM, as Trustee and as Indenture Trustee, Capital One Multi-asset Execution Trust, a statutory trust organized under the laws of the State of Delaware, as Issuer, the Independent Director of Funding, Clayton Fixed Income Services LLC, a Delaware limited liability company, as Asset Representations Reviewer, and Capital One Services, LLC, a Delaware limited liability company, as subservicer and in its individual capacity;

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, do covenant and agree as follows:

ARTICLE I

AMENDMENTS

SECTION 1.1. Amendments to the Supplement. Each party to the Supplement hereby agrees that the Supplement shall be amended as follows:

(a) by deleting all references therein to “Capital One Bank (USA), National Association” and replacing such references with “Capital One, National Association”.

ARTICLE II

ACKNOWLEDGEMENT OF ASSIGNMENT AND ASSUMPTION

SECTION 2.1. Acknowledgement of Assignment and Assumption of the Supplement. CONA, in its capacity as New Servicer, acknowledges and confirms that it is bound by the Supplement, that it has accepted all of COBNA’s right, title, and interest, and has assumed all of COBNA’s duties, obligations, and liabilities and the performance of every covenant, in, to, and under the Supplement, and has agreed that it shall be substituted for COBNA, in its capacity as Original Servicer, under the Supplement. For the avoidance of doubt, CONA hereby expressly assumes the performance of every covenant and obligation of COBNA under the Supplement.

ARTICLE III

CONDITIONS PRECEDENT

SECTION 3.1. Conditions to Effectiveness. The amendments provided for by this Amendment shall become effective upon satisfaction of the following conditions:

(a)      delivery of an Opinion of Counsel, from Funding to the Trustee and any Series Enhancer, to the effect specified in Exhibit H-1 of the Pooling and Servicing Agreement (as defined below) pursuant to Subsection 13.02(d) of the Amended and Restated Pooling and Servicing Agreement, dated as of September 30, 1993, as amended and restated as of August 1, 2002, January 13, 2006, July 1, 2007 and March 17, 2016, and as amended by the First Amendment thereto, dated as of January 27, 2017 and the Second Amendment thereto, dated as of October 1, 2022 (as so amended and restated, the “Pooling and Servicing Agreement”), among CONA, as Servicer, Funding, as Transferor, and BNYM, as Trustee;

(b)      delivery of written confirmation to CONA and Funding from each Rating Agency that this Amendment will not have a Ratings Effect, and copies of such confirmation to the Trustee, delivered pursuant to Subsection 13.01(a) of the Pooling and Servicing Agreement;

(c)      delivery of an Officer’s Certificate, from Funding to the Trustee and each provider of Series Enhancement, stating that Funding reasonably believes that this Amendment will not, based on the facts known to such officer at the time of such certification, have a material adverse effect and is not reasonably expected to have an Adverse Effect at any time in the future, on the interests of the Certificateholders;

(d)      delivery of counterparts of this Amendment, duly executed by the parties hereto;

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(e)      delivery of counterparts of the Assignment and Assumption Agreement, duly executed by the parties thereto; and

(f)      COBNA has been merged with and into CONA.

ARTICLE IV

MISCELLANEOUS

SECTION 4.1. Waiver of Notice. Notwithstanding anything to the contrary set forth in the Supplement, each of the undersigned parties hereby waives any notice or other timing requirements with respect to and gives its consent to the amendments provided for herein.

SECTION 4.2. Ratification of Supplement. Except as specifically amended, modified or supplemented by this Amendment, the Supplement is hereby confirmed and ratified in all respects and shall remain in full force and effect. This Amendment shall not constitute a novation of the Supplement, but shall constitute an amendment thereof. Each of the parties to the Supplement agrees to be bound by the terms of the obligations of the Supplement, as amended by this Amendment, as though the terms and obligations of the Supplement were set forth herein.

SECTION 4.3. Counterparts. This Amendment may be executed in any number of counterparts and by separate parties hereto on separate counterparts, each of which, when executed, shall be deemed an original, but all such counterparts taken together shall constitute one and the same instrument. The words “executed,” “signed,” “signature,” and words of like import in this Amendment or in any other certificate, agreement or document related to this transaction shall include, in addition to manually executed signature pages, images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, any electronic sound, symbol, or process, attached to or logically associated with a contract or other record and executed or adopted by a person with the intent to sign the record). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.

SECTION 4.4. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

SECTION 4.5. Trustee. The Trustee shall not be responsible for the validity or sufficiency of this Amendment nor for the recitals herein. The parties hereto agree that the Trustee shall be

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afforded all the rights, privileges, protections, immunities and indemnities provided to it under the Supplement.

SECTION 4.6. Defined Terms and Section References. Capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Supplement, the Pooling and Servicing Agreement or the Assignment and Assumption Agreement, as applicable. All Section or Subsection references herein shall mean Sections or Subsections in the Supplement or the Pooling and Servicing Agreement, as applicable, except as otherwise provided herein.

[Signature page follows]

4

IN WITNESS WHEREOF, the undersigned parties have caused this Amendment to be duly executed by their respective officers thereunto duly authorized, all as of the date first above written.

CAPITAL ONE, NATIONAL ASSOCIATION, as Servicer
By:	/s/ Franco E. Harris
	Name:   Franco E. Harris
	Title:     Managing Vice President,
	Treasury Capital Markets
CAPITAL ONE FUNDING, LLC, as Transferor
By:	/s/ Eric D. Bauder
	Name:   Eric D. Bauder
	Title:     Assistant Vice President
THE BANK OF NEW YORK MELLON, not in its individual capacity but solely as Trustee
By:	/s/ Leslie Morales
	Name:   Leslie Morales
	Title:     Vice President

[Signature Page to First Amendment to COMT Series 2002-C Supplement]

EX-4.1(5)

Exhibit 4.1.5

EXECUTION VERSION

CAPITAL ONE MASTER TRUST

FIRST AMENDMENT TO INDENTURE

This FIRST AMENDMENT TO INDENTURE, dated as of October 1, 2022 (this “Amendment”), to the Indenture, dated as of October 9, 2002, as amended and restated as of January 13, 2006 and March 17, 2016 (as so amended and restated, the “Indenture”), is entered into between CAPITAL ONE MULTI-ASSET EXECUTION TRUST, a statutory trust organized under the laws of the State of Delaware, as Issuer (the “Issuer”), and THE BANK OF NEW YORK MELLON, a New York banking corporation (“BNYM”), as Indenture Trustee (the “Indenture Trustee”).

RECITALS

WHEREAS, effective October 1, 2022, Capital One Bank (USA), National Association, a national banking association (“COBNA”), was merged with and into Capital One, National Association, a national banking association (“CONA”) (said transaction, the “Merger”);

WHEREAS, by virtue of the Merger, all property of every type and interests therein, all rights, franchises, and choses in action, and all of the liabilities and obligations of every kind and description of COBNA became the property, rights, franchises, and choses in action, and liabilities and obligations of CONA without any other transfer, and, upon the Merger, and without any order or other action, CONA shall hold and enjoy all rights of property, franchises, and interests in the same manner and to the same extent as such rights, franchises, and interests were held or enjoyed by COBNA at the time of the Merger, subject to applicable law; and

WHEREAS, for the avoidance of doubt, in connection with the Merger, COBNA, in its capacity as Original Administrator, assigned all of its right, title, and interest, and delegated all of its duties, obligations, and liabilities, in, to, and under the Indenture to CONA, in its capacity as New Administrator, pursuant to an Omnibus Securitization Agreements Assignment and Assumption Agreement, dated as of October 1, 2022 (the “Assignment and Assumption Agreement”), among COBNA, in its capacity as Original Seller, Servicer and Administrator and in its individual capacity, Capital One Funding, LLC, a Virginia limited liability company (“Funding”), as Transferor and in its individual capacity, CONA, in its capacity as New Seller, Servicer and Administrator and in its individual capacity, BNYM, as Trustee and as Indenture Trustee, the Issuer, the Independent Director of Funding, Clayton Fixed Income Services LLC, a Delaware limited liability company, as Asset Representations Reviewer, and Capital One Services, LLC, a Delaware limited liability company, as subservicer and in its individual capacity;

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, do covenant and agree as follows:

ARTICLE I

AMENDMENTS

SECTION 1.1. Amendments to the Indenture. Each party to the Indenture hereby agrees that the Indenture shall be amended as follows:

(a)    by deleting all references therein to “Capital One Bank (USA), National Association” and replacing such references with “Capital One, National Association”.

ARTICLE II

ACKNOWLEDGEMENT OF ASSIGNMENT AND ASSUMPTION

SECTION 2.1. Acknowledgement of Assignment and Assumption of the Indenture. CONA, in its capacity as New Administrator, acknowledges and confirms that it is bound by the Indenture, that it has accepted all of COBNA’s right, title, and interest, and has assumed all of COBNA’s duties, obligations, and liabilities and the performance of every covenant, in, to, and under the Indenture, and has agreed that it shall be substituted for COBNA, in its capacity as Original Administrator, under the Indenture. For the avoidance of doubt, CONA hereby expressly assumes the performance of every covenant and obligation of COBNA under the Indenture.

ARTICLE III

CONDITIONS PRECEDENT

SECTION 3.1. Conditions to Effectiveness.  The amendments provided for by this Amendment shall become effective upon satisfaction of the following conditions:

(a)      delivery of a Master Trust Tax Opinion, pursuant to Section 901 of the Indenture;

(b)      delivery of an Issuer Tax Opinion, pursuant to Section 901 of the Indenture;

(c)      prior notice to each Note Rating Agency of this Amendment;

(d)    delivery of written confirmation from each Note Rating Agency that this Amendment will not have a Ratings Effect;

(e)    delivery of an Officer’s Certificate, pursuant to Sections 102 and 901 of the Indenture, from the Issuer to the Indenture Trustee and Owner Trustee, to the effect that: (i) all conditions precedent to the execution of this Amendment have been complied with, and (ii) the Issuer reasonably believes that this Amendment will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future;

(f)      delivery of an Opinion of Counsel, pursuant to Sections 102 and 903 of the Indenture, from the Issuer to Indenture Trustee, to the effect that: (i) all conditions precedent to the execution of this Amendment have been complied with, and (ii) this Amendment is authorized or permitted by the Indenture;

(g)      delivery of counterparts of this Amendment, duly executed by the parties hereto;

(h)      delivery of counterparts of the Assignment and Assumption Agreement, duly executed by the parties thereto; and

(i)      COBNA has been merged with and into CONA.

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ARTICLE IV

MISCELLANEOUS

SECTION 4.1. Waiver of Notice. Notwithstanding anything to the contrary set forth in the Indenture, each of the undersigned parties hereby waives any notice or other timing requirements with respect to and gives its consent to the amendments provided for herein.

SECTION 4.2. Ratification of Indenture. Except as specifically amended, modified or supplemented by this Amendment, the Indenture is hereby confirmed and ratified in all respects and shall remain in full force and effect. This Amendment shall not constitute a novation of the Indenture, but shall constitute an amendment thereof. Each of the parties to the Indenture agrees to be bound by the terms of the obligations of the Indenture, as amended by this Amendment, as though the terms and obligations of the Indenture were set forth herein.

SECTION 4.3. Counterparts. This Amendment may be executed in any number of counterparts and by separate parties hereto on separate counterparts, each of which, when executed, shall be deemed an original, but all such counterparts taken together shall constitute one and the same instrument. The words “executed,” “signed,” “signature,” and words of like import in this Amendment or in any other certificate, agreement or document related to this transaction shall include, in addition to manually executed signature pages, images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, any electronic sound, symbol, or process, attached to or logically associated with a contract or other record and executed or adopted by a person with the intent to sign the record). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.

SECTION 4.4. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

SECTION 4.5. Defined Terms and Section References. Capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Indenture or, if not defined therein, in the Assignment and Assumption Agreement. All Section or Subsection references herein shall mean Sections or Subsections in the Indenture, except as otherwise provided herein.

SECTION 4.6. Indenture Trustee. The Indenture Trustee shall not be responsible for the validity or sufficiency of this Amendment nor for the recitals herein. The parties hereto agree that

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the Indenture Trustee shall be afforded all the rights, privileges, protections, immunities and indemnities provided to it under the Indenture.

SECTION 4.7. Limitation of Liability of the Owner Trustee. It is expressly understood and agreed by the parties hereto that (i) this Amendment is executed and delivered on behalf of the Issuer by Deutsche Bank Trust Company Delaware, not individually or personally but solely as Owner Trustee (the “Owner Trustee”) of the Issuer, 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, and is binding only on, the Issuer, (iii) nothing herein contained will be construed as creating any liability on Deutsche Bank Trust Company Delaware, individually or personally or as Owner Trustee, 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 Amendment and by any Person claiming by, through or under them, (iv) Deutsche Bank Trust Company Delaware has made no investigation and will make no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Amendment, the Indenture or any related document and (v) under no circumstances will Deutsche Bank Trust Company Delaware be personally liable for the payment of any indebtedness, indemnities or expenses of the Issuer or be liable for the performance, breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Amendment, the Indenture or any related documents, as to all of which recourse shall be had solely to the assets of the Issuer.

[Signature pages follow]

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IN WITNESS WHEREOF, the undersigned parties have caused this Amendment to be duly executed by their respective officers thereunto duly authorized, all as of the date 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 Issuer
By:	/s/ Ronaldo R. Reyes
	Name: Ronaldo R. Reyes
	Title:   Attorney-In-Fact
By:	/s/ Timothy Johnson
	Name: Timothy Johnson
	Title:   Attorney-In-Fact
THE BANK OF NEW YORK MELLON, not in its individual capacity but solely as Indenture Trustee
By:	/s/ Leslie Morales
	Name: Leslie Morales
	Title:   Vice President

[Signature Page to First Amendment to COMET Indenture]

Acknowledged and Accepted by:
CAPITAL ONE, NATIONAL ASSOCIATION, as Administrator
By:	/s/ Franco E. Harris
	Name: Franco E. Harris
	Title:   Managing Vice President,
	Treasury Capital Markets
CAPITAL ONE FUNDING, LLC, as Transferor
By:	/s/ Eric D. Bauder
	Name: Eric D. Bauder
	Title:   Assistant Vice President

[Signature Page to First Amendment to COMET Indenture]

EX-4.1(6)

Exhibit 4.1.6

EXECUTION VERSION

CAPITAL ONE MASTER TRUST

SECOND AMENDMENT TO THE ASSET POOL 1 SUPPLEMENT

This SECOND AMENDMENT TO THE ASSET POOL 1 SUPPLEMENT, dated as of October 1, 2022 (this “Amendment”), to the Asset Pool 1 Supplement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated March 1, 2008 (as so amended, the “Supplement”), is entered into between CAPITAL ONE MULTI-ASSET EXECUTION TRUST, a statutory trust organized under the laws of the State of Delaware, as Issuer (the “Issuer”), and THE BANK OF NEW YORK MELLON, a New York banking corporation (“BNYM”), as Indenture Trustee (the “Indenture Trustee”).

RECITALS

WHEREAS, effective October 1, 2022, Capital One Bank (USA), National Association, a national banking association (“COBNA”), was merged with and into Capital One, National Association, a national banking association (“CONA”) (said transaction, the “Merger”);

WHEREAS, by virtue of the Merger, all property of every type and interests therein, all rights, franchises, and choses in action, and all of the liabilities and obligations of every kind and description of COBNA became the property, rights, franchises, and choses in action, and liabilities and obligations of CONA without any other transfer, and, upon the Merger, and without any order or other action, CONA shall hold and enjoy all rights of property, franchises, and interests in the same manner and to the same extent as such rights, franchises, and interests were held or enjoyed by COBNA at the time of the Merger, subject to applicable law; and

WHEREAS, for the avoidance of doubt, in connection with the Merger, COBNA, in its capacity as Original Administrator, assigned all of its right, title, and interest, and delegated all of its duties, obligations, and liabilities, in, to, and under the Supplement to CONA, in its capacity as New Administrator, pursuant to an Omnibus Securitization Agreements Assignment and Assumption Agreement, dated as of October 1, 2022 (the “Assignment and Assumption Agreement”), among COBNA, in its capacity as Original Seller, Servicer and Administrator and in its individual capacity, Capital One Funding, LLC, a Virginia limited liability company (“Funding”), as Transferor and in its individual capacity, CONA, in its capacity as New Seller, Servicer and Administrator and in its individual capacity, BNYM, as Trustee and as Indenture Trustee, the Issuer, the Independent Director of Funding, Clayton Fixed Income Services LLC, a Delaware limited liability company, as Asset Representations Reviewer, and Capital One Services, LLC, a Delaware limited liability company, as subservicer and in its individual capacity;

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, do covenant and agree as follows:

ARTICLE I

AMENDMENTS

SECTION 1.1. Amendments to the Supplement. Each party to the Supplement hereby agrees that the Supplement shall be amended as follows:

(a)     by deleting all references therein to “Capital One Bank (USA), National Association” and replacing such references with “Capital One, National Association”.

ARTICLE II

ACKNOWLEDGEMENT OF ASSIGNMENT AND ASSUMPTION

SECTION 2.1. Acknowledgement of Assignment and Assumption of the Supplement. CONA, in its capacity as New Administrator, acknowledges and confirms that it is bound by the Supplement, that it has accepted all of COBNA’s right, title, and interest, and has assumed all of COBNA’s duties, obligations, and liabilities and the performance of every covenant, in, to, and under the Supplement, and has agreed that it shall be substituted for COBNA, in its capacity as Original Administrator, under the Supplement. For the avoidance of doubt, CONA hereby expressly assumes the performance of every covenant and obligation of COBNA under the Supplement.

ARTICLE III

CONDITIONS PRECEDENT

SECTION 3.1. Conditions to Effectiveness. The amendments provided for by this Amendment shall become effective upon satisfaction of the following conditions:

(a)       delivery of a Master Trust Tax Opinion, pursuant to Section 901 of the Indenture, dated as of October 9, 2002, as amended and restated as of January 13, 2006 and March 17, 2016, and as amended by the First Amendment thereto, dated October 1, 2022 (as so amended and restated, the “Indenture”), between the Issuer and the Indenture Trustee, for each applicable Master Trust;

(b)       delivery of an Issuer Tax Opinion, pursuant to Section 901 of the Indenture;

(c)       prior notice to each Note Rating Agency of this Amendment;

(d)     delivery of written confirmation from each Note Rating Agency that this Amendment will not have a Ratings Effect;

(e)     delivery of an Officer’s Certificate, pursuant to Sections 102 and 901 of the Indenture, from the Issuer to the Indenture Trustee and Owner Trustee, to the effect that: (i) all conditions precedent to the execution of this Amendment have been complied with, and (ii) the Issuer reasonably believes that this Amendment will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future;

(f)      delivery of an Opinion of Counsel, pursuant to Sections 102 and 903 of the Indenture, from the Issuer to Indenture Trustee, to the effect that: (i) all conditions precedent to the execution of this Amendment have been complied with, and (ii) this Amendment is authorized or permitted by the Indenture;

(g)       delivery of counterparts of this Amendment, duly executed by the parties hereto;

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(h)       delivery of counterparts of the Assignment and Assumption Agreement, duly executed by the parties thereto; and

(i)       COBNA has been merged with and into CONA.

ARTICLE IV

MISCELLANEOUS

SECTION 4.1. Waiver of Notice. Notwithstanding anything to the contrary set forth in the Supplement, each of the undersigned parties hereby waives any notice or other timing requirements with respect to and gives its consent to the amendments provided for herein.

SECTION 4.2. Ratification of Supplement. Except as specifically amended, modified or supplemented by this Amendment, the Supplement is hereby confirmed and ratified in all respects and shall remain in full force and effect. This Amendment shall not constitute a novation of the Supplement, but shall constitute an amendment thereof. Each of the parties to the Supplement agrees to be bound by the terms of the obligations of the Supplement, as amended by this Amendment, as though the terms and obligations of the Supplement were set forth herein.

SECTION 4.3. Counterparts. This Amendment may be executed in any number of counterparts and by separate parties hereto on separate counterparts, each of which, when executed, shall be deemed an original, but all such counterparts taken together shall constitute one and the same instrument. The words “executed,” “signed,” “signature,” and words of like import in this Amendment or in any other certificate, agreement or document related to this transaction shall include, in addition to manually executed signature pages, images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, any electronic sound, symbol, or process, attached to or logically associated with a contract or other record and executed or adopted by a person with the intent to sign the record). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.

SECTION 4.4. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

SECTION 4.5. Indenture Trustee. The Indenture Trustee shall not be responsible for the validity or sufficiency of this Amendment nor for the recitals herein. The parties hereto agree that

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the Indenture Trustee shall be afforded all the rights, privileges, protections, immunities and indemnities provided to it under the Supplement.

SECTION 4.6. Defined Terms and Section References. Capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Supplement or, if not defined therein, in the Assignment and Assumption Agreement. All Section or Subsection references herein shall mean Sections or Subsections in the Supplement, except as otherwise provided herein.

SECTION 4.7. Limitation of Liability of the Owner Trustee. It is expressly understood and agreed by the parties hereto that (i) this Amendment is executed and delivered on behalf of the Issuer by Deutsche Bank Trust Company Delaware, not individually or personally but solely as Owner Trustee (the “Owner Trustee”) of the Issuer, 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, and is binding only on, the Issuer, (iii) nothing herein contained will be construed as creating any liability on Deutsche Bank Trust Company Delaware, individually or personally or as Owner Trustee, 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 Amendment and by any Person claiming by, through or under them, (iv) Deutsche Bank Trust Company Delaware has made no investigation and will make no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Amendment, the Supplement or any related document and (v) under no circumstances will Deutsche Bank Trust Company Delaware be personally liable for the payment of any indebtedness, indemnities or expenses of the Issuer or be liable for the performance, breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Amendment, the Supplement or any related documents, as to all of which recourse shall be had solely to the assets of the Issuer.

[Signature pages follow]

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IN WITNESS WHEREOF, the undersigned parties have caused this Amendment to be duly executed by their respective officers thereunto duly authorized, all as of the date 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 Issuer
By:	/s/ Ronaldo R. Reyes
	Name: Ronaldo R. Reyes
	Title:   Attorney-In-Fact
By:	/s/ Timothy Johnson
	Name: Timothy Johnson
	Title:   Attorney-In-Fact
THE BANK OF NEW YORK MELLON, not in its individual capacity but solely as Indenture Trustee
By:	/s/ Leslie Morales
	Name: Leslie Morales
	Title:   Vice President

[Signature Page to Second Amendment to COMET Asset Pool 1 Supplement]

Acknowledged and Accepted by:
CAPITAL ONE, NATIONAL ASSOCIATION,
as Administrator
By:	/s/ Franco E. Harris
	Name: Franco E. Harris
	Title:   Managing Vice President,
	Treasury Capital Markets
CAPITAL ONE FUNDING, LLC,
as Transferor
By:	/s/ Eric D. Bauder
	Name: Eric D. Bauder
	Title:   Assistant Vice President

[Signature Page to Second Amendment to COMET Asset Pool 1 Supplement]

EX-4.1(7)

Exhibit 4.1.7

EXECUTION VERSION

CAPITAL ONE MASTER TRUST

SECOND AMENDMENT TO TRANSFER AND ADMINISTRATION AGREEMENT

This SECOND AMENDMENT TO TRANSFER AND ADMINISTRATION AGREEMENT, dated as of October 1, 2022 (this “Amendment”), to the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (as so amended, the “Agreement”), is entered into among CAPITAL ONE, NATIONAL ASSOCIATION, a national banking association (“CONA”), as Administrator (the “Administrator”), CAPITAL ONE FUNDING, LLC, a Virginia limited liability company (“Funding”), as Transferor (the “Transferor”), CAPITAL ONE MULTI-ASSET EXECUTION TRUST, a statutory trust organized under the laws of the State of Delaware, as Issuer (the “Issuer”), and THE BANK OF NEW YORK MELLON, a New York banking corporation (“BNYM”), as Indenture Trustee (the “Indenture Trustee”).

RECITALS

WHEREAS, effective October 1, 2022, Capital One Bank (USA), National Association, a national banking association (“COBNA”), was merged with and into CONA (said transaction, the “Merger”);

WHEREAS, by virtue of the Merger, all property of every type and interests therein, all rights, franchises, and choses in action, and all of the liabilities and obligations of every kind and description of COBNA became the property, rights, franchises, and choses in action, and liabilities and obligations of CONA without any other transfer, and, upon the Merger, and without any order or other action, CONA shall hold and enjoy all rights of property, franchises, and interests in the same manner and to the same extent as such rights, franchises, and interests were held or enjoyed by COBNA at the time of the Merger, subject to applicable law; and

WHEREAS, for the avoidance of doubt, in connection with the Merger, COBNA, in its capacity as Original Administrator, assigned all of its right, title, and interest, and delegated all of its duties, obligations, and liabilities, in, to, and under the Agreement to CONA, in its capacity as New Administrator, pursuant to an Omnibus Securitization Agreements Assignment and Assumption Agreement, dated as of October 1, 2022 (the “Assignment and Assumption Agreement”), among COBNA, in its capacity as Original Seller, Servicer and Administrator and in its individual capacity, Funding, as Transferor and in its individual capacity, CONA, in its capacity as New Seller, Servicer and Administrator and in its individual capacity, BNYM, as Trustee and as Indenture Trustee, the Issuer, the Independent Director of Funding, Clayton Fixed Income Services LLC, a Delaware limited liability company, as Asset Representations Reviewer, and Capital One Services, LLC, a Delaware limited liability company, as subservicer and in its individual capacity;

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, do covenant and agree as follows:

ARTICLE I

AMENDMENTS

SECTION 1.1. Amendments to the Agreement. Each party to the Agreement hereby agrees that the Agreement shall be amended as follows:

(a)    by deleting all references therein to “Capital One Bank (USA), National Association” and replacing such references with “Capital One, National Association”;

(b)      by deleting all references therein to “Capital One Bank” and replacing such references with “CONA”;

(c)      by deleting in Subsection 9.03(a) the phrase “in care of Capital One Services, Inc., 4851 Cox Road, Glen Allen, Virginia 23060.” and replacing it with “1680 Capital One Drive, McLean, Virginia 22102, Attention: Managing Vice President, Treasury Capital Markets, with a copy to Senior Director, Associate General Counsel, Corporate Capital Markets”; and

(d)      by deleting in Subsection 9.03(a) the phrase “140 East Shore Drive, Room 1048, Glen Allen, Virginia 23059” and replacing it with “1600 Capital One Drive, Room 27907A, McLean, Virginia 22102, Attention: Assistant Vice President”.

ARTICLE II

ACKNOWLEDGEMENT OF ASSIGNMENT AND ASSUMPTION

SECTION 2.1. Acknowledgement of Assignment and Assumption of the Agreement. CONA, in its capacity as New Administrator, acknowledges and confirms that it is bound by the Agreement, that it has accepted all of COBNA’s right, title, and interest, and has assumed all of COBNA’s duties, obligations, and liabilities and the performance of every covenant, in, to, and under the Agreement, and has agreed that it shall be substituted for COBNA, in its capacity as Original Administrator, under the Agreement. For the avoidance of doubt, CONA hereby expressly assumes the performance of every covenant and obligation of COBNA under the Agreement.

ARTICLE III

CONDITIONS PRECEDENT

SECTION 3.1. Conditions to Effectiveness. The amendments provided for by this Amendment shall become effective upon satisfaction of the following conditions:

(a)      delivery of a Master Trust Tax Opinion, pursuant to Subsection 9.01(a) of the Agreement;

(b)      delivery of an Issuer Tax Opinion, pursuant to Subsection 9.01(a) of the Agreement;

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(c)      delivery of written confirmation from each Note Rating Agency that this Amendment will not have a Ratings Effect;

(d)      delivery of an Officer’s Certificate, from Funding to the Indenture Trustee and the Owner Trustee, to the effect that Funding reasonably believes that this Amendment will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future, delivered pursuant to Subsection 9.01(a) of the Agreement;

(e)      delivery of counterparts of this Amendment, duly executed by the parties hereto;

(f)      delivery of counterparts of the Assignment and Assumption Agreement, duly executed by the parties thereto; and

(g)      COBNA has been merged with and into CONA.

ARTICLE IV

MISCELLANEOUS

SECTION 4.1. Waiver of Notice. Notwithstanding anything to the contrary set forth in the Agreement, each of the undersigned parties hereby waives any notice or other timing requirements with respect to and gives its consent to the amendments provided for herein.

SECTION 4.2. Ratification of Agreement. Except as specifically amended, modified or supplemented by this Amendment, the Agreement is hereby confirmed and ratified in all respects and shall remain in full force and effect. This Amendment shall not constitute a novation of the Agreement, but shall constitute an amendment thereof. Each of the parties to the Agreement agrees to be bound by the terms of the obligations of the Agreement, as amended by this Amendment, as though the terms and obligations of the Agreement were set forth herein.

SECTION 4.3. Counterparts. This Amendment may be executed in any number of counterparts and by separate parties hereto on separate counterparts, each of which, when executed, shall be deemed an original, but all such counterparts taken together shall constitute one and the same instrument. The words “executed,” “signed,” “signature,” and words of like import in this Amendment or in any other certificate, agreement or document related to this transaction shall include, in addition to manually executed signature pages, images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, any electronic sound, symbol, or process, attached to or logically associated with a contract or other record and executed or adopted by a person with the intent to sign the record). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.

3

SECTION 4.4. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

SECTION 4.5. Indenture Trustee. The Indenture Trustee shall not be responsible for the validity or sufficiency of this Amendment nor for the recitals herein. The parties hereto agree that the Indenture Trustee shall be afforded all the rights, privileges, protections, immunities and indemnities provided to it under the Agreement.

SECTION 4.6. Defined Terms and Section References. Capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Agreement or, if not defined therein, in the Assignment and Assumption Agreement. All Section or Subsection references herein shall mean Sections or Subsections in the Agreement, except as otherwise provided herein.

SECTION 4.7. Limitation of Liability of the Owner Trustee. It is expressly understood and agreed by the parties hereto that (i) this Amendment is executed and delivered on behalf of the Issuer by Deutsche Bank Trust Company Delaware, not individually or personally but solely as Owner Trustee (the “Owner Trustee”) of the Issuer, 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, and is binding only on, the Issuer, (iii) nothing herein contained will be construed as creating any liability on Deutsche Bank Trust Company Delaware, individually or personally or as Owner Trustee, 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 Amendment and by any Person claiming by, through or under them, (iv) Deutsche Bank Trust Company Delaware has made no investigation and will make no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Amendment, the Agreement or any related document and (v) under no circumstances will Deutsche Bank Trust Company Delaware be personally liable for the payment of any indebtedness, indemnities or expenses of the Issuer or be liable for the performance, breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Amendment, the Agreement or any related documents, as to all of which recourse shall be had solely to the assets of the Issuer.

[Signature pages follow]

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IN WITNESS WHEREOF, the undersigned parties have caused this Amendment to be duly executed by their respective officers thereunto duly authorized, all as of the date first above written.

CAPITAL ONE, NATIONAL ASSOCIATION, as Administrator
By:	/s/ Franco E. Harris
	Name: Franco E. Harris
	Title:   Managing Vice President,
	Treasury Capital Markets
CAPITAL ONE FUNDING, LLC, as Transferor
By:	/s/ Eric D. Bauder
	Name: Eric D. Bauder
	Title:   Assistant Vice President
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 Issuer
By:	/s/ Ronaldo R. Reyes
	Name: Ronaldo R. Reyes
	Title:   Attorney-In-Fact
By:	/s/ Timothy Johnson
	Name: Timothy Johnson
	Title:   Attorney-In-Fact

[Signature Page to Second Amendment to COMET Transfer and Administration Agreement]

THE BANK OF NEW YORK MELLON, not in its individual capacity but solely as Indenture Trustee
By:	/s/ Leslie Morales
	Name: Leslie Morales
	Title:   Vice President

[Signature Page to Second Amendment to COMET Transfer and Administration Agreement]

EX-4.1(8)

Exhibit 4.1.8

EXECUTION VERSION

CAPITAL ONE MASTER TRUST

FIRST AMENDMENT TO DEFAULTED RECEIVABLES SUPPLEMENTAL

SERVICING AGREEMENT

This FIRST AMENDMENT TO DEFAULTED RECEIVABLES SUPPLEMENTAL SERVICING AGREEMENT, dated as of October 1, 2022 (this “Amendment”), to the Defaulted Receivables Supplemental Servicing Agreement, dated as of July 15, 2010 (the “Agreement”), is entered into between CAPITAL ONE, NATIONAL ASSOCIATION, a national banking association (“CONA”), as Servicer (the “Servicer”), and CAPITAL ONE FUNDING, LLC, a Virginia limited liability company (“Funding”), as Transferor (the “Transferor”).

RECITALS

WHEREAS, effective October 1, 2022, Capital One Bank (USA), National Association, a national banking association (“COBNA”), was merged with and into CONA (said transaction, the “Merger”);

WHEREAS, by virtue of the Merger, all property of every type and interests therein, all rights, franchises, and choses in action, and all of the liabilities and obligations of every kind and description of COBNA became the property, rights, franchises, and choses in action, and liabilities and obligations of CONA without any other transfer, and, upon the Merger, and without any order or other action, CONA shall hold and enjoy all rights of property, franchises, and interests in the same manner and to the same extent as such rights, franchises, and interests were held or enjoyed by COBNA at the time of the Merger, subject to applicable law; and

WHEREAS, for the avoidance of doubt, in connection with the Merger, COBNA, in its capacity as Original Servicer, assigned all of its right, title, and interest, and delegated all of its duties, obligations, and liabilities, in, to, and under the Agreement to CONA, in its capacity as New Servicer, pursuant to an Omnibus Securitization Agreements Assignment and Assumption Agreement, dated as of October 1, 2022 (the “Assignment and Assumption Agreement”), among COBNA, in its capacity as Original Seller, Servicer and Administrator and in its individual capacity, Funding, as Transferor and in its individual capacity, CONA, in its capacity as New Seller, Servicer and Administrator and in its individual capacity, The Bank of New York Mellon, a New York banking corporation, as Trustee and as Indenture Trustee, Capital One Multi-asset Execution Trust, a statutory trust organized under the laws of the State of Delaware, as Issuer, the Independent Director of Funding, Clayton Fixed Income Services LLC, a Delaware limited liability company, as Asset Representations Reviewer, and Capital One Services, LLC, a Delaware limited liability company, as subservicer and in its individual capacity;

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, do covenant and agree as follows:

ARTICLE I

AMENDMENTS

SECTION 1.1. Amendments to the Agreement. Each party to the Agreement hereby agrees that the Agreement shall be amended as follows:

(a)     by deleting all references therein to “Capital One Bank (USA), National Association” and replacing such references with “Capital One, National Association”.

ARTICLE II

ACKNOWLEDGEMENT OF ASSIGNMENT AND ASSUMPTION

SECTION 2.1. Acknowledgement of Assignment and Assumption of the Agreement. CONA, in its capacity as New Servicer, acknowledges and confirms that it is bound by the Agreement, that it has accepted all of COBNA’s right, title, and interest, and has assumed all of COBNA’s duties, obligations, and liabilities and the performance of every covenant, in, to, and under the Agreement, and has agreed that it shall be substituted for COBNA, in its capacity as Original Servicer, under the Agreement. For the avoidance of doubt, CONA hereby expressly assumes the performance of every covenant and obligation of COBNA under the Agreement.

ARTICLE III

CONDITIONS PRECEDENT

SECTION 3.1. Conditions to Effectiveness.   The amendments provided for by this Amendment shall become effective upon satisfaction of the following conditions:

(a)       delivery of counterparts of this Amendment, duly executed by the parties hereto;

(b)       delivery of counterparts of the Assignment and Assumption Agreement, duly executed by the parties thereto; and

(c)       COBNA has been merged with and into CONA.

ARTICLE IV

MISCELLANEOUS

SECTION 4.1. Waiver of Notice. Notwithstanding anything to the contrary set forth in the Agreement, each of the undersigned parties hereby waives any notice or other timing requirements with respect to and gives its consent to the amendments provided for herein.

SECTION 4.2. Ratification of Agreement. Except as specifically amended, modified or supplemented by this Amendment, the Agreement is hereby confirmed and ratified in all respects and shall remain in full force and effect. This Amendment shall not constitute a novation of the Agreement, but shall constitute an amendment thereof. Each of the parties to the Agreement agrees to be bound by the terms of the obligations of the Agreement, as amended by this Amendment, as though the terms and obligations of the Agreement were set forth herein.

SECTION 4.3. Counterparts. This Amendment may be executed in any number of counterparts and by separate parties hereto on separate counterparts, each of which, when executed, shall be deemed an original, but all such counterparts taken together shall constitute one and the same instrument. The words “executed,” “signed,” “signature,” and words of like import in this Amendment or in any other certificate, agreement or document related to this transaction shall include, in addition to manually executed signature pages, images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”,

2

“tif” or “jpg”) and other electronic signatures (including, without limitation, any electronic sound, symbol, or process, attached to or logically associated with a contract or other record and executed or adopted by a person with the intent to sign the record). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.

SECTION 4.4. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

SECTION 4.5. Defined Terms and Section References. Capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Agreement or, if not defined therein, in the Assignment and Assumption Agreement. All Section or Subsection references herein shall mean Sections or Subsections in the Agreement, except as otherwise provided herein.

[Signature page follows]

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IN WITNESS WHEREOF, the undersigned parties have caused this Amendment to be duly executed by their respective officers thereunto duly authorized, all as of the date first above written.

CAPITAL ONE, NATIONAL ASSOCIATION, as Servicer
By:	/s/ Franco E. Harris
	Name: Franco E. Harris
	Title:   Managing Vice President,
	Treasury Capital Markets
CAPITAL ONE FUNDING, LLC, as Transferor
By:	/s/ Eric D. Bauder
	Name: Eric D. Bauder
	Title:   Assistant Vice President

[Signature Page to First Amendment to COMT Defaulted Receivables

Supplemental Servicing Agreement]

EX-4.1(9)

Exhibit 4.1.9

EXECUTION VERSION

CAPITAL ONE MASTER TRUST

FIRST AMENDMENT TO DISPUTE RESOLUTION AGREEMENT

This FIRST AMENDMENT TO DISPUTE RESOLUTION AGREEMENT, dated as of October 1, 2022 (this “Amendment”), to the Dispute Resolution Agreement, dated as of March 17, 2016 (the “Agreement”), is entered into among CAPITAL ONE, NATIONAL ASSOCIATION, a national banking association (“CONA”), CAPITAL ONE FUNDING, LLC, a Virginia limited liability company (“Funding”), and THE BANK OF NEW YORK MELLON, a New York banking corporation (“BNYM”), as Trustee (the “Trustee”).

RECITALS

WHEREAS, effective October 1, 2022, Capital One Bank (USA), National Association, a national banking association (“COBNA”), was merged with and into CONA (said transaction, the “Merger”);

WHEREAS, by virtue of the Merger, all property of every type and interests therein, all rights, franchises, and choses in action, and all of the liabilities and obligations of every kind and description of COBNA became the property, rights, franchises, and choses in action, and liabilities and obligations of CONA without any other transfer, and, upon the Merger, and without any order or other action, CONA shall hold and enjoy all rights of property, franchises, and interests in the same manner and to the same extent as such rights, franchises, and interests were held or enjoyed by COBNA at the time of the Merger, subject to applicable law; and

WHEREAS, for the avoidance of doubt, in connection with the Merger, COBNA, in its individual capacity, assigned all of its right, title, and interest, and delegated all of its duties, obligations, and liabilities, in, to, and under the Agreement to CONA, in its individual capacity, pursuant to an Omnibus Securitization Agreements Assignment and Assumption Agreement, dated as of October 1, 2022 (the “Assignment and Assumption Agreement”), among COBNA, in its capacity as Original Seller, Servicer and Administrator and in its individual capacity, Funding, as Transferor and in its individual capacity, CONA, in its capacity as New Seller, Servicer and Administrator and in its individual capacity, BNYM, as Trustee and as Indenture Trustee, Capital One Multi-asset Execution Trust, a statutory trust organized under the laws of the State of Delaware, as Issuer, the Independent Director of Funding, Clayton Fixed Income Services LLC, a Delaware limited liability company, as Asset Representations Reviewer, and Capital One Services, LLC, a Delaware limited liability company, as subservicer and in its individual capacity;

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, do covenant and agree as follows:

ARTICLE I

AMENDMENTS

SECTION 1.1. Amendments to the Agreement. Each party to the Agreement hereby agrees that the Agreement shall be amended as follows:

(a)     by deleting all references therein to “Capital One Bank (USA), National Association” and replacing such references with “Capital One, National Association”;

(b)       by deleting in Section 3.06 the phrase “1680 Capital One Drive, McLean, VA 22102, Attention: General Counsel, with a copy to Managing Vice President, Treasury Capital Markets” and replacing it with “1680 Capital One Drive, McLean, Virginia 22102, Attention: Managing Vice President, Treasury Capital Markets, with a copy to Senior Director, Associate General Counsel, Corporate Capital Markets”; and

(c)     by deleting in Section 3.06 the phrase “140 East Shore Drive, Room 1071-B, Glen Allen, Virginia 23059, Attention: Assistant Vice President, Treasury Capital Markets” and replacing it with “1600 Capital One Drive, Room 27907A, McLean, Virginia 22102, Attention: Assistant Vice President”.

ARTICLE II

ACKNOWLEDGEMENT OF ASSIGNMENT AND ASSUMPTION

SECTION 2.1. Acknowledgement of Assignment and Assumption of the Agreement. CONA, in its individual capacity, acknowledges and confirms that it is bound by the Agreement, that it has accepted all of COBNA’s right, title, and interest, and has assumed all of COBNA’s duties, obligations, and liabilities and the performance of every covenant, in, to, and under the Agreement, and has agreed that it shall be substituted for COBNA, in its individual capacity, under the Agreement. For the avoidance of doubt, CONA hereby expressly assumes the performance of every covenant and obligation of COBNA under the Agreement.

ARTICLE III

CONDITIONS PRECEDENT

SECTION 3.1. Conditions to Effectiveness.   The amendments provided for by this Amendment shall become effective upon satisfaction of the following conditions:

(a)       delivery of prior notice to each Rating Agency of this Amendment;

(b)       delivery of counterparts of this Amendment, duly executed by the parties hereto;

(c)       delivery of counterparts of the Assignment and Assumption Agreement, duly executed by the parties thereto; and

(d)       COBNA has been merged with and into CONA.

ARTICLE IV

MISCELLANEOUS

SECTION 4.1. Waiver of Notice. Notwithstanding anything to the contrary set forth in the Agreement, each of the undersigned parties hereby waives any notice or other timing requirements with respect to and gives its consent to the amendments provided for herein.

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SECTION 4.2. Ratification of Agreement. Except as specifically amended, modified or supplemented by this Amendment, the Agreement is hereby confirmed and ratified in all respects and shall remain in full force and effect. This Amendment shall not constitute a novation of the Agreement, but shall constitute an amendment thereof. Each of the parties to the Agreement agrees to be bound by the terms of the obligations of the Agreement, as amended by this Amendment, as though the terms and obligations of the Agreement were set forth herein.

SECTION 4.3. Counterparts. This Amendment may be executed in any number of counterparts and by separate parties hereto on separate counterparts, each of which, when executed, shall be deemed an original, but all such counterparts taken together shall constitute one and the same instrument. The words “executed,” “signed,” “signature,” and words of like import in this Amendment or in any other certificate, agreement or document related to this transaction shall include, in addition to manually executed signature pages, images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, any electronic sound, symbol, or process, attached to or logically associated with a contract or other record and executed or adopted by a person with the intent to sign the record). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.

SECTION 4.4. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

SECTION 4.5. Trustee. The Trustee shall not be responsible for the validity or sufficiency of this Amendment nor for the recitals herein. The parties hereto agree that the Trustee shall be afforded all the rights, privileges, protections, immunities and indemnities provided to it under the Agreement.

SECTION 4.6. Defined Terms and Section References. Capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Agreement or, if not defined therein, in the Assignment and Assumption Agreement. All Section or Subsection references herein shall mean Sections or Subsections in the Agreement, except as otherwise provided herein.

[Signature page follows]

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IN WITNESS WHEREOF, the undersigned parties have caused this Amendment to be duly executed by their respective officers thereunto duly authorized, all as of the date first above written.

CAPITAL ONE, NATIONAL ASSOCIATION
By:	/s/ Franco E. Harris
	Name: Franco E. Harris
	Title:   Managing Vice President,
	Treasury Capital Markets
CAPITAL ONE FUNDING, LLC
By:	/s/ Eric D. Bauder
	Name: Eric D. Bauder
	Title:   Assistant Vice President
THE BANK OF NEW YORK MELLON, not in its individual capacity but solely as Trustee
By:	/s/ Leslie Morales
	Name: Leslie Morales
	Title:   Vice President

[Signature Page to First Amendment to COMT Dispute Resolution Agreement]

EX-4.1(10)

Exhibit 4.1.10

EXECUTION VERSION

CAPITAL ONE MASTER TRUST

FIRST AMENDMENT TO ASSET REPRESENTATIONS REVIEW AGREEMENT

This FIRST AMENDMENT TO ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of October 1, 2022 (this “Amendment”), to the Asset Representations Review Agreement, dated as of March 17, 2016 (the “Agreement”), is entered into among CAPITAL ONE, NATIONAL ASSOCIATION, a national banking association, in its individual capacity (“CONA”) and as Servicer (the “Servicer”), CAPITAL ONE FUNDING, LLC, a Virginia limited liability company (“Funding”), as Transferor (the “Transferor”), and CLAYTON FIXED INCOME SERVICES LLC, a Delaware limited liability company, as Asset Representations Reviewer (the “Asset Representations Reviewer”).

RECITALS

WHEREAS, effective October 1, 2022, Capital One Bank (USA), National Association, a national banking association (“COBNA”), was merged with and into CONA (said transaction, the “Merger”);

WHEREAS, by virtue of the Merger, all property of every type and interests therein, all rights, franchises, and choses in action, and all of the liabilities and obligations of every kind and description of COBNA became the property, rights, franchises, and choses in action, and liabilities and obligations of CONA without any other transfer, and, upon the Merger, and without any order or other action, CONA shall hold and enjoy all rights of property, franchises, and interests in the same manner and to the same extent as such rights, franchises, and interests were held or enjoyed by COBNA at the time of the Merger, subject to applicable law; and

WHEREAS, for the avoidance of doubt, in connection with the Merger, COBNA, in its individual capacity and as Original Servicer, assigned all of its right, title, and interest, and delegated all of its duties, obligations, and liabilities, in, to, and under the Agreement to CONA, in its individual capacity and as New Servicer, pursuant to an Omnibus Securitization Agreements Assignment and Assumption Agreement, dated as of October 1, 2022 (the “Assignment and Assumption Agreement”), among COBNA, in its capacity as Original Seller, Servicer and Administrator and in its individual capacity, Funding, as Transferor and in its individual capacity, CONA, in its capacity as New Seller, Servicer and Administrator and in its individual capacity, The Bank of New York Mellon, a New York banking corporation, as Trustee and as Indenture Trustee, Capital One Multi-asset Execution Trust, a statutory trust organized under the laws of the State of Delaware, as Issuer, the Independent Director of Funding, the Asset Representations Reviewer, and Capital One Services, LLC, a Delaware limited liability company, as subservicer and in its individual capacity;

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, do covenant and agree as follows:

ARTICLE I

AMENDMENTS

SECTION 1.1. Amendments to the Agreement. Each party to the Agreement hereby agrees that the Agreement shall be amended as follows:

(a)     the preamble is hereby amended by inserting the words “together with its successors and assigns,” at the beginning of the parenthetical that reads, “(the “Servicer”)”;

(b)    by deleting all references therein to “Capital One Bank (USA), National Association” and replacing such references with “Capital One, National Association”;

(c)       by deleting in Section 9.02 the phrase “1680 Capital One Drive, McLean, VA 22102, Attention: General Counsel” in each place that it appears and replacing it in each case with “1680 Capital One Drive, McLean, Virginia 22102, Attention: Managing Vice President, Treasury Capital Markets”;

(d)       by deleting in Section 9.02 the phrase “1680 Capital One Drive, McLean, VA 22102, Attention: Managing Vice President, Treasury Capital Markets” in each place that it appears and replacing it in each case with “1680 Capital One Drive, McLean, Virginia 22102, Attention: Senior Director, Associate General Counsel, Corporate Capital Markets”;

(e)       by deleting in Section 9.02 the phrase “140 East Shore Drive, Room 1071-B, Glen Allen, VA 23059, Attention: Assistant Vice President, Treasury Capital Markets” in each place that it appears and replacing it in each case with “1600 Capital One Drive, Room 27907A, McLean, Virginia 22102, Attention: Assistant Vice President”;

(f)     by deleting in Section 9.02 the phrase “1700 Lincoln Street, Suite 2600, Denver, CO 80203 Attn: SVP, Surveillance” in each place that it appears and replacing it in each case with “2638 S. Falkenburg Road, Riverview, Florida 33578, Attention: VP, Servicing Oversight, Email: ARRNotices@clayton.com”; and

(g)       by deleting in Section 9.02 the phrase “c/o Clayton Holdings LLC, 100 Beard Sawmill Road, Shelton, CT, 06484, Attn: General Counsel” in each place that it appears and replacing it in each case with “720 S. Colorado Blvd., Suite 200, Glendale, Colorado 80246, Attention: General Counsel, Email: legal@covius.com”.

ARTICLE II

ACKNOWLEDGEMENT OF ASSIGNMENT AND ASSUMPTION

SECTION 2.1. Acknowledgement of Assignment and Assumption of the Agreement. CONA, in its individual capacity and as New Servicer, acknowledges and confirms that it is bound by the Agreement, that it has accepted all of COBNA’s right, title, and interest, and has assumed all of COBNA’s duties, obligations, and liabilities and the performance of every covenant, in, to, and under the Agreement, and has agreed that it shall be substituted for COBNA, in its individual capacity and as Original Servicer, under the Agreement. For the avoidance of doubt, CONA hereby expressly assumes the performance of every covenant and obligation of COBNA under the Agreement.

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ARTICLE III

CONDITIONS PRECEDENT

SECTION 3.1. Conditions to Effectiveness. The amendments provided for by this Amendment shall become effective upon satisfaction of the following conditions:

(a)      delivery of an officer’s certificate of Funding to CONA and the Trustee to the effect that Funding reasonably believes that this Amendment will not adversely affect in any material respect the interests of any Investor Certificateholder;

(b)       delivery of prior notice to each Rating Agency of this Amendment;

(c)       delivery of counterparts of this Amendment, duly executed by the parties hereto;

(d)       delivery of counterparts of the Assignment and Assumption Agreement, duly executed by the parties thereto; and

(e)       COBNA has been merged with and into CONA.

ARTICLE IV

MISCELLANEOUS

SECTION 4.1. Waiver of Notice. Notwithstanding anything to the contrary set forth in the Agreement, each of the undersigned parties hereby waives any notice or other timing requirements with respect to and gives its consent to the amendments provided for herein.

SECTION 4.2. Ratification of Agreement. Except as specifically amended, modified or supplemented by this Amendment, the Agreement is hereby confirmed and ratified in all respects and shall remain in full force and effect. This Amendment shall not constitute a novation of the Agreement, but shall constitute an amendment thereof. Each of the parties to the Agreement agrees to be bound by the terms of the obligations of the Agreement, as amended by this Amendment, as though the terms and obligations of the Agreement were set forth herein.

SECTION 4.3. Counterparts. This Amendment may be executed in any number of counterparts and by separate parties hereto on separate counterparts, each of which, when executed, shall be deemed an original, but all such counterparts taken together shall constitute one and the same instrument. The words “executed,” “signed,” “signature,” and words of like import in this Amendment or in any other certificate, agreement or document related to this transaction shall include, in addition to manually executed signature pages, images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, any electronic sound, symbol, or process, attached to or logically associated with a contract or other record and executed or adopted by a person with the intent to sign the record). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and

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Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.

SECTION 4.4. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

SECTION 4.5. Defined Terms and Section References. Capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Agreement or, if not defined therein, in the Assignment and Assumption Agreement. All Section or Subsection references herein shall mean Sections or Subsections in the Agreement, except as otherwise provided herein.

[Signature page follows]

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IN WITNESS WHEREOF, the undersigned parties have caused this Amendment to be duly executed by their respective officers thereunto duly authorized, all as of the date first above written.

CAPITAL ONE, NATIONAL ASSOCIATION, as Servicer and in its individual capacity
By:	/s/ Franco E. Harris
	Name: Franco E. Harris
	Title:   Managing Vice President,
	Treasury Capital Markets
CAPITAL ONE FUNDING, LLC, as Transferor
By:	/s/ Eric D. Bauder
	Name: Eric D. Bauder
	Title:   Assistant Vice President
CLAYTON FIXED INCOME SERVICES LLC, as Asset Representations Reviewer
By:	/s/ Anthony Neske
	Name: Anthony Neske
	Title:   Senior Vice President

[Signature Page to First Amendment to COMT Asset Representations Review Agreement]

EX-4.1(11)

Exhibit 4.1.11

EXECUTION VERSION

CAPITAL ONE MASTER TRUST

FIRST AMENDMENT TO SUBSERVICING AGREEMENT

This FIRST AMENDMENT TO SUBSERVICING AGREEMENT, dated as of October 1, 2022 (this “Amendment”), to the Subservicing Agreement, dated as of January 1, 2006 (the “Agreement”), is entered into between CAPITAL ONE, NATIONAL ASSOCIATION, a national banking association (“CONA”), as Servicer (the “Servicer”), and CAPITAL ONE SERVICES, LLC, a Delaware limited liability company (“Capital One Services”), as subservicer.

RECITALS

WHEREAS, effective March 1, 2008, Capital One Bank, a Virginia banking corporation (“Capital One Bank”), converted into and became Capital One Bank (USA), National Association, a national banking association (“COBNA”);

WHEREAS, by operation of law on March 1, 2008, all of the assets and rights of Capital One Bank became vested in COBNA, and COBNA assumed all of the liabilities and obligations of Capital One Bank;

WHEREAS, effective October 1, 2022, COBNA was merged with and into CONA (said transaction, the “Merger”);

WHEREAS, by virtue of the Merger, all property of every type and interests therein, all rights, franchises, and choses in action, and all of the liabilities and obligations of every kind and description of COBNA became the property, rights, franchises, and choses in action, and liabilities and obligations of CONA without any other transfer, and, upon the Merger, and without any order or other action, CONA shall hold and enjoy all rights of property, franchises, and interests in the same manner and to the same extent as such rights, franchises, and interests were held or enjoyed by COBNA at the time of the Merger, subject to applicable law; and

WHEREAS, for the avoidance of doubt, in connection with the Merger, COBNA, in its capacity as Original Servicer, assigned all of its right, title, and interest, and delegated all of its duties, obligations, and liabilities, in, to, and under the Agreement to CONA, in its capacity as New Servicer, pursuant to an Omnibus Securitization Agreements Assignment and Assumption Agreement, dated as of October 1, 2022 (the “Assignment and Assumption Agreement”), among COBNA, in its capacity as Original Seller, Servicer and Administrator and in its individual capacity, Capital One Funding, LLC, a Virginia limited liability company (“Funding”), as Transferor and in its individual capacity, CONA, in its capacity as New Seller, Servicer and Administrator and in its individual capacity, The Bank of New York Mellon, a New York banking corporation, as Trustee and as Indenture Trustee, Capital One Multi-asset Execution Trust, a statutory trust organized under the laws of the State of Delaware, as Issuer, the Independent Director of Funding, Clayton Fixed Income Services LLC, a Delaware limited liability company, as Asset Representations Reviewer, and Capital One Services, as subservicer and in its individual capacity;

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, do covenant and agree as follows:

ARTICLE I

AMENDMENTS

SECTION 1.1. Amendments to the Agreement. Each party to the Agreement hereby agrees that the Agreement shall be amended as follows:

(a)       by deleting all references therein to “Capital One Bank” and “Capital One Bank (USA), National Association” and replacing such references with “Capital One, National Association”; and

(b)       by deleting all references therein to “COB” and replacing such references with “CONA”.

ARTICLE II

ACKNOWLEDGEMENT OF ASSIGNMENT AND ASSUMPTION

SECTION 2.1. Acknowledgement of Assignment and Assumption of the Agreement. CONA, in its capacity as New Servicer, acknowledges and confirms that it is bound by the Agreement, that it has accepted all of COBNA’s right, title, and interest, and has assumed all of COBNA’s duties, obligations, and liabilities and the performance of every covenant, in, to, and under the Agreement, and has agreed that it shall be substituted for COBNA, in its capacity as Original Servicer, under the Agreement. For the avoidance of doubt, CONA hereby expressly assumes the performance of every covenant and obligation of COBNA under the Agreement.

ARTICLE III

CONDITIONS PRECEDENT

SECTION 3.1. Conditions to Effectiveness. The amendments provided for by this Amendment shall become effective upon satisfaction of the following conditions:

(a)       delivery of counterparts of this Amendment, duly executed by the parties hereto;

(b)       delivery of counterparts of the Assignment and Assumption Agreement, duly executed by the parties thereto; and

(c)       COBNA has been merged with and into CONA.

ARTICLE IV

MISCELLANEOUS

SECTION 4.1. Waiver of Notice. Notwithstanding anything to the contrary set forth in the Agreement, each of the undersigned parties hereby waives any notice or other timing requirements with respect to and gives its consent to the amendments provided for herein.

2

SECTION 4.2. Ratification of Agreement. Except as specifically amended, modified or supplemented by this Amendment, the Agreement is hereby confirmed and ratified in all respects and shall remain in full force and effect. This Amendment shall not constitute a novation of the Agreement, but shall constitute an amendment thereof. Each of the parties to the Agreement agrees to be bound by the terms of the obligations of the Agreement, as amended by this Amendment, as though the terms and obligations of the Agreement were set forth herein.

SECTION 4.3. Counterparts. This Amendment may be executed in any number of counterparts and by separate parties hereto on separate counterparts, each of which, when executed, shall be deemed an original, but all such counterparts taken together shall constitute one and the same instrument. The words “executed,” “signed,” “signature,” and words of like import in this Amendment or in any other certificate, agreement or document related to this transaction shall include, in addition to manually executed signature pages, images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, any electronic sound, symbol, or process, attached to or logically associated with a contract or other record and executed or adopted by a person with the intent to sign the record). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.

SECTION 4.4. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF VIRGINIA, 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 4.5. Defined Terms and Section References. Capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Agreement or, if not defined therein, in the Assignment and Assumption Agreement. All Section or Subsection references herein shall mean Sections or Subsections in the Agreement, except as otherwise provided herein.

[Signature page follows]

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IN WITNESS WHEREOF, the undersigned parties have caused this Amendment to be duly executed by their respective officers thereunto duly authorized, all as of the date first above written.

CAPITAL ONE, NATIONAL ASSOCIATION,
as Servicer
By:	/s/ Franco E. Harris
	Name: Franco E. Harris
	Title:   Managing Vice President,
	Treasury Capital Markets
CAPITAL ONE SERVICES, LLC, as subservicer
By:	/s/ Sean J. Flanagan
	Name: Sean J. Flanagan
	Title:   Managing Vice President, Treasury
	Capital Markets

[Signature Page to First Amendment to COMT Subservicing Agreement]