Exhibit 4.1.1
CAPITAL ONEMULTI-ASSET EXECUTION TRUST
as Issuer
and
THE BANK OF NEW YORK MELLON
as Indenture Trustee
CLASSA(2019-2) TERMS DOCUMENT
dated as of September 5, 2019
TO
CARD SERIES INDENTURE SUPPLEMENT
dated as of October 9, 2002,
as amended and restated as of March 17, 2016
TO
ASSET POOL 1 SUPPLEMENT
dated as of October 9, 2002,
as amended by the First Amendment thereto dated as of March 1, 2008
to
INDENTURE
dated as of October 9, 2002, as amended and restated as of January 13, 2006,
and March 17, 2016
TABLE OF CONTENTS
| Page | ||||||
ARTICLE I Definitions and Other Provisions of General Application | 1 | |||||
Section 1.01. | Definitions | 1 | ||||
Section 1.02. | Governing Law | 7 | ||||
Section 1.03. | Counterparts | 7 | ||||
Section 1.04. | Ratification of Indenture, Asset Pool 1 Supplement and Indenture Supplement | 7 | ||||
ARTICLE II TheClass A(2019-2) Notes | 8 | |||||
Section 2.01. | Creation and Designation | 8 | ||||
Section 2.02. | Adjustments to Required Subordinated Percentages | 8 | ||||
Section 2.03. | Interest Payment | 8 | ||||
Section 2.04. | [Reserved] | 9 | ||||
Section 2.05. | Payments of Interest and Principal | 9 | ||||
Section 2.06. | Form of Delivery ofClass A(2019-2) Notes; Depository; Denominations | 9 | ||||
Section 2.07. | Delivery and Payment for theClass A(2019-2) Notes | 9 | ||||
Section 2.08. | Targeted Deposits to the Accumulation Reserve Account | 10 | ||||
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THIS CLASSA(2019-2) TERMS DOCUMENT (this “Terms Document”), by and between CAPITAL ONEMULTI-ASSET EXECUTION TRUST, a statutory trust created under the laws of the State of Delaware (the “Issuer”), having its principal office at E. A. Delle Donne Corporate Center, Montgomery Building, 1011 Centre Road, Wilmington, DE 19805 and THE BANK OF NEW YORK MELLON, a New York banking corporation, as Indenture Trustee (the “Indenture Trustee”), is made and entered into as of September 5, 2019.
Pursuant to this Terms Document, the Issuer shall create a new tranche of Class A Notes and shall specify the principal terms thereof.
ARTICLE I
Definitions and Other Provisions of General Application
Section 1.01. Definitions. For all purposes of this Terms Document, except as otherwise expressly provided or unless the context otherwise requires:
| (1) | the terms defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular; |
| (2) | all other terms used herein which are defined in the Indenture Supplement, the Asset Pool 1 Supplement or the Indenture, either directly or by reference therein, have the meanings assigned to them therein; |
| (3) | all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles and, except as otherwise herein expressly provided, the term “generally accepted accounting principles” with respect to any computation required or permitted hereunder means such accounting principles as are generally accepted in the United States of America at the date of such computation; |
| (4) | all references in this Terms Document to designated “Articles,” “Sections” and other subdivisions are to the designated Articles, Sections and other subdivisions of this Terms Document; |
| (5) | the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Terms Document as a whole and not to any particular Article, Section or other subdivision; |
| (6) | in the event that any term or provision contained herein shall conflict with or be inconsistent with any term or provision contained in the Indenture Supplement, the Asset Pool 1 Supplement, the Indenture or the Transfer and Administration Agreement, the terms and provisions of this Terms Document shall be controlling; |
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| (7) | each capitalized term defined herein shall relate only to theClass A(2019-2) Notes and no other Tranche of Notes issued by the Issuer; and |
| (1) | “including” and words of similar import will be deemed to be followed by “without limitation.” |
“Accumulation Period Amount” means $108,333,333.34;provided,however, if the Accumulation Period Length is determined to be less than twelve (12) months pursuant toSection 3.10(b)(ii) of the Indenture Supplement, the Accumulation Period Amount shall be the amount specified in the definition of “Accumulation Period Amount” in the Indenture Supplement.
“Accumulation Reserve Funding Period” shall mean, (a) if the Accumulation Period Length is determined to be one (1) month, there shall be no Accumulation Reserve Funding Period and (b) otherwise, the period (x) commencing on the earliest to occur of (i) the Monthly Period beginning three (3) calendar months prior to the first Distribution Date for which a budgeted deposit is targeted to be made into the Principal Fundingsub-Account of theClass A(2019-2) Notes pursuant toSection 3.10(b) of the Indenture Supplement, (ii) the Monthly Period following the first Distribution Date following and including the July 2020 Distribution Date for which the Quarterly Excess Spread Percentage is less than 2%, but in such event the Accumulation Reserve Funding Period shall not be required to commence earlier than 12 months prior to the first Distribution Date for which a budgeted deposit is targeted to be made into the Principal Fundingsub-Account for theClass A(2019-2) Notes pursuant toSection 3.10(b) of the Indenture Supplement, (iii) the Monthly Period following the first Distribution Date following and including the January 2021 Distribution Date for which the Quarterly Excess Spread Percentage is less than 3%, but in such event the Accumulation Reserve Funding Period shall not be required to commence earlier than 6 months prior to the first Distribution Date for which a budgeted deposit is targeted to be made into the Principal Fundingsub-Account for theClass A(2019-2) Notes pursuant toSection 3.10(b) of the Indenture Supplement, and (iv) the Monthly Period following the first Distribution Date following and including the March 2021 Distribution Date for which the Quarterly Excess Spread Percentage is less than 4%, but in such event the Accumulation Reserve Funding Period shall not be required to commence earlier than 4 months prior to the first Distribution Date for which a budgeted deposit is targeted to be made into the Principal Fundingsub-Account for theClass A(2019-2) Notes pursuant toSection 3.10(b) of the Indenture Supplement and (y) ending on the close of business on the last day of the Monthly Period preceding the earlier to occur of (i) the Expected Principal Payment Date for theClass A(2019-2) Notes and (ii) the date on which theClass A(2019-2) Notes are paid in full.
“Asset Pool 1 Supplement” means the Asset Pool 1 Supplement dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, by and between the Issuer and the Indenture Trustee, as amended and supplemented from time to time.
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“Base Rate” means, with respect to any Monthly Period, the sum of (a) the Card Series Servicing Fee Percentage and (b) the weighted average (based on the Outstanding Dollar Principal Amount of the related Card Series Notes) of the following:
(i) in the case of a Tranche of Card Series DollarInterest-bearing Notes with no Derivative Agreement for interest, the rate of interest applicable to such Tranche for the period from and including the Monthly Interest Accrual Date for such Tranche of Card Series DollarInterest-bearing Notes in such Monthly Period to but excluding the Monthly Interest Accrual Date for such Tranche of Card Series DollarInterest-bearing Notes in the following Monthly Period;
(ii) in the case of a Tranche of Card Series Discount Notes, the rate of accretion (converted to an accrual rate) of such Tranche for the period from and including the Monthly Interest Accrual Date for such Tranche of Card Series Discount Notes in such Monthly Period to but excluding the Monthly Interest Accrual Date for such Tranche of Card Series Discount Notes in the following Monthly Period;
(iii) in the case of a Tranche of Card Series Notes with a Performing Derivative Agreement for interest, the rate at which payments by the Issuer to the applicable Derivative Counterparty accrue (prior to the netting of such payments, if applicable) for the period from and including the Monthly Interest Accrual Date for such Tranche of Card Series Notes in such Monthly Period to but excluding the Monthly Interest Accrual Date for such Tranche of Card Series Notes in the following Monthly Period; provided, however, that in the case of a Tranche of Card Series Notes with a Performing Derivative Agreement for interest in which the rating on such Tranche of Card Series Notes is not dependent upon the rating of the applicable Derivative Counterparty, the amount determined pursuant to this clause (iii) will be the higher of (1) the rate determined pursuant to this clause (iii) above and (2) the rate of interest applicable to such Tranche for the period from and including the Monthly Interest Accrual Date for such Tranche of Card Series Notes in such Monthly Period to but excluding the Monthly Interest Accrual Date for such Tranche of Card Series Notes in the following Monthly Period; and
(iv) in the case of a tranche of Card Series Notes with anon-Performing Derivative Agreement for interest, the rate specified for that date in the related Terms Document.
“Class A(2019-2) Adverse Event” means the occurrence of any of the following: (a) an Early Redemption Event with respect to theClass A(2019-2) Notes or (b) an Event of Default and acceleration of theClass A(2019-2) Notes.
“Class A(2019-2) Note” means any Note, substantially in the form set forth inExhibit A-2 to the Indenture Supplement, designated therein as aClass A(2019-2) Note and duly executed and authenticated in accordance with the Indenture.
“Class A(2019-2) Noteholder” means a Person in whose name aClass A(2019-2) Note is registered in the Note Register.
“Class A(2019-2) Termination Date” means the earliest to occur of (a) the Principal Payment Date on which the Outstanding Dollar Principal Amount of theClass A(2019-2) Notes is paid in full, (b) the Legal Maturity Date and (c) the date on which the Indenture is discharged and satisfied pursuant toArticle VI thereof.
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“Excess Spread Percentage” shall mean, with respect to any Distribution Date, the amount, if any, by which the Portfolio Yield for the preceding Monthly Period exceeds the Base Rate for such Monthly Period.
“Expected Principal Payment Date” means August 15, 2022.
“Initial Dollar Principal Amount” means $1,300,000,000.
“Indenture” means the Indenture dated as of October 9, 2002, as amended and restated as of January 13, 2006, and March 17, 2016, by and between the Issuer and the Indenture Trustee, as amended and supplemented from time to time.
“Indenture Supplement” means the Card Series Indenture Supplement dated as of October 9, 2002, as amended and restated as of March 17, 2016, by and between the Issuer and the Indenture Trustee, as amended and supplemented from time to time.
“Interest Payment Date” means the fifteenth day of each month, commencing in October 2019, or if such fifteenth day is not a Business Day, the next succeeding Business Day.
“Interest Period” means, with respect to any Interest Payment Date, the period from and including the previous Interest Payment Date (or in the case of the initial Interest Payment Date, from and including the Issuance Date) through the day preceding such Interest Payment Date.
“Issuance Date” means September 5, 2019.
“Legal Maturity Date” means August 15, 2024.
“Maximum Subordination Amount of Class B Notes” means, for theClass A(2019-2) Notes for any date of determination, an amount equal to the product of (a) Adjusted Outstanding Dollar Principal Amount of theClass A(2019-2) Notes on such date of determination and (b) the percentage equivalent of a fraction, the numerator of which is 9 and the denominator of which is 79.00.
“Note Interest Rate” means a rate per annum equal to 1.72%.
“Paying Agent” means The Bank of New York Mellon.
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“Portfolio Yield” means, with respect to any Monthly Period, the annualized percentage equivalent of a fraction:
(a) the numerator of which is equal to the sum of:
(i) the aggregate amount of Finance Charge Amounts allocated to the Card Series with respect to such Monthly Period;plus
(ii) the aggregate amount of Interest Fundingsub-Account Earnings on all Tranches of Card Series Notes for such Monthly Period;plus
(iii) any amounts to be treated as Card Series Finance Charge Amounts pursuant toSections 3.20(d) and3.27(a) of the Indenture Supplement;minus
(iv) the excess, if any, of (1) the sum of the PFA Prefunding Earnings Shortfallplus the PFA Accumulation Earnings Shortfall over (2) the sum of the aggregate amount to be treated as Card Series Finance Charge Amounts for such Monthly Period pursuant toSections 3.04(a)(ii) and3.25(a) of the Indenture Supplementplus any other amounts applied to cover earnings shortfalls on amounts in the Principal Fundingsub-Account for any tranche of Card Series Notes for such Monthly Period;minus
(v) the Card Series Default Amount for such Monthly Period; and
(b) the denominator of which is the numerator used in the calculation of the Card Series Floating Allocation Percentage for such Monthly Period.
“Quarterly Excess Spread Percentage” means, with respect to the July 2020 Distribution Date and each Distribution Date thereafter, the percentage equivalent of a fraction the numerator of which is the sum of the Excess Spread Percentages with respect to the immediately preceding three Monthly Periods and the denominator of which is three.
“Record Date” means, for any Distribution Date, the last day of the preceding Monthly Period.
“Required Accumulation Reserve sub-Account Amount” means, with respect to any Monthly Period during the Accumulation Reserve Funding Period, an amount equal to (i) 0.5% of the Outstanding Dollar Principal Amount of theClass A(2019-2) Notes as of the close of business on the last day of the preceding Monthly Period or (ii) any other amount designated by the Issuer;provided,however, that if such designation is of a lesser amount, the Note Rating Agencies shall have provided prior written confirmation that a Ratings Effect will not occur with respect to such change.
“Required Subordinated Amount of Class B Notes” means, for theClass A(2019-2) Notes for any date of determination, an amount equal to the product of (a) the Required Subordinated Percentage of Class B Notes for suchClass A(2019-2) Notes on such date of determination and (b) the Adjusted Outstanding Dollar Principal Amount of suchClass A(2019-2) Notes on such date of determination;provided,however, that such an amount shall not exceed the Maximum Subordination Amount of Class B Notes for theClass A(2019-2) Notes;providedfurther,however, that for any date of determination on or after the occurrence and during the continuation of aClass A(2019-2) Adverse Event, the Required Subordinated Amount of Class B Notes for theClass A(2019-2) Notes will be the greater of (x) the amount determined above for such date of determination and (y) the amount determined above for the date immediately prior to the date on which suchClass A(2019-2) Adverse Event shall have occurred.
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“Required Subordinated Amount of Class C Notes” means, for theClass A(2019-2) Notes for any date of determination, an amount equal to the product of (a) the Required Subordinated Percentage of Class C Notes for suchClass A(2019-2) Notes on such date of determination and (b) the Adjusted Outstanding Dollar Principal Amount of suchClass A(2019-2) Notes on such date of determination;provided,however, that for any date of determination, unless (i) the Prefunding Target Amount for any Tranche of Card Series Notes on such date of determination is greater than zero or (ii) any prefunded amounts are on deposit in a Principal Fundingsub-Account on such date of determination for any Tranche of Card Series Notes, the Required Subordinated Amount of Class C Notes for theClass A(2019-2) Notes will not be less than an amount equal to (i) 3.0% of the Initial Dollar Principal Amount of theClass A(2019-2) Notes,minus (ii) the Required Subordinated Amount of Class D Notes for theClass A(2019-2) Notes;providedfurther,however, that for any date of determination on or after the occurrence and during the continuation of aClass A(2019-2) Adverse Event, the Required Subordinated Amount of Class C Notes for theClass A(2019-2) Notes will be the greater of (x) the amount determined above for such date of determination, (y) the amount determined above for the date immediately prior to the date on which suchClass A(2019-2) Adverse Event shall have occurred and (z) unless (i) the Prefunding Target Amount for any Tranche of Card Series Notes on such date of determination is greater than zero or (ii) any prefunded amounts are on deposit in a Principal Fundingsub-Account on such date of determination for any Tranche of Card Series Notes, the amount determined pursuant to the preceding proviso.
“Required Subordinated Amount of Class D Notes” means, for theClass A(2019-2) Notes for any date of determination, an amount equal to the product of (a) the Required Subordinated Percentage of Class D Notes for suchClass A(2019-2) Notes on such date of determination and (b) the Adjusted Outstanding Dollar Principal Amount of suchClass A(2019-2) Notes on such date of determination;provided,however, that for any date of determination, unless (i) the Prefunding Target Amount for any Tranche of Card Series Notes on such date of determination is greater than zero or (ii) any prefunded amounts are on deposit in a Principal Fundingsub-Account on such date of determination for any Tranche of Card Series Notes, the Required Subordinated Amount of Class D Notes for theClass A(2019-2) Notes will not be less than an amount equal to 1.2049% of the Initial Dollar Principal Amount of theClass A(2019-2) Notes,providedfurther,however, that for any date of determination on or after the occurrence and during the continuation of aClass A(2019-2) Adverse Event, the Required Subordinated Amount of Class D Notes for theClass A(2019-2) Notes will be the greatest of (x) the amount determined above for such date of determination, (y) the amount determined above for the date immediately prior to the date on which suchClass A(2019-2) Adverse Event shall have occurred and (z) unless (i) the Prefunding Target Amount for any Tranche of Card Series Notes on such date of determination is greater than zero or (ii) any prefunded amounts are on deposit in a Principal Fundingsub-Account on such date of determination for any Tranche of Card Series Notes, the amount determined pursuant to the preceding proviso.
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“Required Subordinated Percentage of Class B Notes” means, for theClass A(2019-2) Notes, 11.3925%, subject to adjustment in accordance withSection 2.02.
“Required Subordinated Percentage of Class C Notes” means, for theClass A(2019-2) Notes, 11.3925%, subject to adjustment in accordance withSection 2.02.
“Required Subordinated Percentage of Class D Notes” means, for theClass A(2019-2) Notes, 3.7975%, subject to adjustment in accordance withSection 2.02.
“Stated Principal Amount” means $1,300,000,000.
Section 1.02. Governing Law. THIS TERMS DOCUMENT WILL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATION LAW, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 1.03. Counterparts. This Terms Document may be executed in any number of counterparts, each of which so executed will be deemed to be an original, but all such counterparts will together constitute but one and the same instrument.
Section 1.04. Ratification of Indenture, Asset Pool 1 Supplement and Indenture Supplement. As supplemented by this Terms Document, each of the Indenture, the Asset Pool 1 Supplement and the Indenture Supplement is in all respects ratified and confirmed and the Indenture as so supplemented by the Asset Pool 1 Supplement as so supplemented by the Indenture Supplement as so supplemented and this Terms Document shall be read, taken and construed as one and the same instrument.
[END OF ARTICLE I]
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ARTICLE II
TheClass A(2019-2) Notes
Section 2.01. Creation and Designation. There is hereby created a tranche of Card Series Class A Notes to be issued pursuant to the Indenture, the Asset Pool 1 Supplement and the Indenture Supplement to be known as the “Card SeriesClass A(2019-2) Notes.”
Section 2.02. Adjustments to Required Subordinated Percentages.
(a) On any date, the Issuer may change the Required Subordinated Percentage of Class B Notes or the Required Subordinated Percentage of Class C Notes, in each case for theClass A(2019-2) Notes, without the consent of any Noteholders or any Note Rating Agencies, provided that, after giving effect to such change (x) the sum of the Required Subordinated Percentage of Class B Notes and the Required Subordinated Percentage of Class C Notes, in each case, for theClass A(2019-2) Notes after giving effect to such change is equal to or greater than the sum of the Required Subordinated Percentage of Class B Notes and the Required Subordinated Percentage of Class C Notes, in each case, for theClass A(2019-2) Notes immediately prior to giving effect to such change and (y) the Required Subordinated Amount of Class B Notes for theClass A(2019-2) Notes does not exceed the Maximum Subordination Amount of Class B Notes.
(b) On any date, the Issuer may change the Required Subordinated Percentage of Class B Notes, the Required Subordinated Percentage of Class C Notes or the Required Subordinated Percentage of Class D Notes, in each case for theClass A(2019-2) Notes, such that after giving effect to all changes to such percentages on such date the sum of the Required Subordinated Percentage of Class B Notes, the Required Subordinated Percentage of Class C Notes and the Required Subordinated Percentage of Class D Notes, in each case, for theClass A(2019-2) Notes after giving effect to such change is less than the sum of the Required Subordinated Percentage of Class B Notes, the Required Subordinated Percentage of Class C Notes and the Required Subordinated Percentage of Class D Notes, in each case, for theClass A(2019-2) Notes immediately prior to giving effect to such change, without the consent of any Noteholders, provided that the Issuer has (i) received written confirmation from each Note Rating Agency that has rated any Outstanding Notes of the Card Series that the change in such percentage will not result in a Ratings Effect with respect to any Outstanding Notes and (ii) delivered to the Indenture Trustee and the Note Rating Agencies a Master Trust Tax Opinion for each Master Trust and an Issuer Tax Opinion.
Section 2.03. Interest Payment.
(a) For each Interest Payment Date, the amount of interest due with respect to theClass A(2019-2) Notes shall be an amount equal toone-twelfth of the product of (i) the Note Interest Ratetimes (ii) the Outstanding Dollar Principal Amount of theClass A(2019-2) Notes determined as of the Record Date preceding the related Distribution Date;provided,however, that for the first Interest Payment Date the amount of interest due is $2,484,444.44. Any interest on theClass A(2019-2) Notes will be calculated on the basis of a360-day year consisting of twelve30-day months.
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(b) Pursuant toSection 3.03 of the Indenture Supplement, on each Distribution Date, the Indenture Trustee shall deposit into theClass A(2019-2) Interest Fundingsub-Account the portion of Card Series Finance Charge Amounts allocable to theClass A(2019-2) Notes.
Section 2.04. [Reserved].
Section 2.05. Payments of Interest and Principal.
(a) Any installment of interest or principal, if any, payable on anyClass A(2019-2) Note which is punctually paid or duly provided for by the Issuer and the Indenture Trustee on the applicable Interest Payment Date or Principal Payment Date shall be paid by the Paying Agent to the Person in whose name suchClass A(2019-2) Note (or one or more Predecessor Notes) is registered on the Record Date, by wire transfer of immediately available funds to such Person’s account as has been designated by written instructions received by the Paying Agent from such Person not later than the close of business on the third Business Day preceding the date of payment or, if no such account has been so designated, by check mailedfirst-class, postage prepaid to such Person’s address as it appears on the Note Register on such Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of Cede & Co., payment shall be made by wire transfer in immediately available funds to the account designated by such nominee.
(b) The right of theClass A(2019-2) Noteholders to receive payments from the Issuer will terminate on the first Business Day following theClass A(2019-2) Termination Date.
Section 2.06. Form of Delivery ofClass A(2019-2)Notes; Depository; Denominations.
(a) TheClass A(2019-2) Notes shall be delivered in the form of a global Registered Note as provided inSections 202 and301(i) of the Indenture, respectively.
(b) The Depository for theClass A(2019-2) Notes shall be The Depository Trust Company, and theClass A(2019-2) Notes shall initially be registered in the name of Cede & Co., its nominee.
(c) TheClass A(2019-2) Notes will be issued in minimum denominations of $1,000 and integral multiples of $1,000 in excess of that amount.
Section 2.07. Delivery and Payment for theClass A(2019-2)Notes. The Issuer shall execute and deliver theClass A(2019-2) Notes to the Indenture Trustee for authentication, and the Indenture Trustee shall deliver theClass A(2019-2) Notes when authenticated, each in accordance withSection 303 of the Indenture.
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Section 2.08. Targeted Deposits to the Accumulation Reserve Account. The deposit targeted to be made to the Accumulation Reserve Account for any Monthly Period during the Accumulation Reserve Funding Period will be an amount equal to the Required Accumulation Reservesub-Account Amount.
[END OF ARTICLE II]
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IN WITNESS WHEREOF, the parties hereto have caused this Terms Document to be duly executed, all as of the day and year first above written.
CAPITAL ONEMULTI-ASSET EXECUTION TRUST, | ||
| By: | DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual capacity, but solely as Owner Trustee on behalf of the Trust | |
| By: | ||
| Name: | ||
| Title: | ||
| By: | ||
| Name: | ||
| Title: | ||
THE BANK OF NEW YORK MELLON,as Indenture Trustee and not in its individual capacity | ||
| By: | ||
| Name: | ||
| Title: | ||
[ClassA(2019-2) Terms Document]