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]