EX-4.1



 Exhibit 4.1 
  

 
  

CAPITAL ONE MULTI-ASSET EXECUTION TRUST 

as Issuer 
 and 

THE BANK OF NEW YORK MELLON 

as Indenture Trustee 
 CLASS A(2014-1) TERMS DOCUMENT 
 dated as of February 10, 2014 

TO 
 CARD SERIES INDENTURE
SUPPLEMENT 
 dated as of October 9, 2002, 

as amended by the First Amendment thereto dated as of March 1, 2008 

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 as further amended by the First Amendment thereto dated as of March 1, 2008 

 
  

 







 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	 ARTICLE I
	 	Definitions and Other Provisions of General Application	  	 	1	  
		
	 Section 1.01. Definitions
	  	 	1	  
	 Section 1.02. Governing Law
	  	 	8	  
	 Section 1.03. Counterparts
	  	 	8	  
	 Section 1.04. Ratification of Indenture, Asset Pool 1 Supplement and Indenture Supplement
	  	 	8	  
			
	 ARTICLE II
	 	The Class A(2014-1) Notes	  	 	9	  
		
	 Section 2.01. Creation and Designation
	  	 	9	  
	 Section 2.02. Adjustments to Required Subordinated Percentages
	  	 	9	  
	 Section 2.03. Interest Payment
	  	 	10	  
	 Section 2.04. Calculation Agent; Determination of LIBOR
	  	 	10	  
	 Section 2.05. Payments of Interest and Principal
	  	 	11	  
	 Section 2.06. Form of Delivery of Class A(2014-1) Notes; Depository;
Denominations
	  	 	12	  
	 Section 2.07. Delivery and Payment for the Class A(2014-1) Notes
	  	 	12	  
	 Section 2.08. Targeted Deposits to the Accumulation Reserve Account
	  	 	12	  


  
 i 








 THIS CLASS A(2014-1) TERMS DOCUMENT (this “Terms
Document”), by and between CAPITAL ONE MULTI-ASSET EXECUTION TRUST, a statutory trust created under the laws of the State of Delaware (the “Issuer”), having its principal office at
E. A. Delle Donne Corporate Center, Montgomery Building, 1011 Centre Road, Wilmington, DE 19805 and THE BANK OF NEW YORK MELLON, a New York banking corporation, as Indenture Trustee (the “Indenture Trustee”), is made and
entered into as of February 10, 2014. 
 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; 


  
 1 









	 	(7)	each capitalized term defined herein shall relate only to the Class A(2014-1) Notes and no other Tranche of Notes issued by the Issuer; and 


 

	 	(8)	“including” and words of similar import will be deemed to be followed by “without limitation.” 


“Accumulation Period Amount” means $79,166,666.67; provided, however, if the Accumulation Period Length is
determined to be less than twelve (12) months pursuant to Section 3.10(b)(ii) of the Indenture Supplement, the Accumulation Period Amount shall be the amount specified in the definition of “Accumulation Period Amount” in
the Indenture Supplement. 
 “Accumulation Reserve Funding Period” shall mean, (a) if the Accumulation Period Length
is determined to be one (1) month, there shall be no Accumulation Reserve Funding Period and (b) otherwise, the period (x) commencing on the earliest to occur of (i) the Monthly Period beginning three (3) calendar months
prior to the first Distribution Date for which a budgeted deposit is targeted to be made into the Principal Funding sub-Account of the Class A(2014-1) Notes
pursuant to Section 3.10(b) of the Indenture Supplement, (ii) the Monthly Period following the first Distribution Date following and including the December 2014 Distribution Date for which the Quarterly Excess Spread Percentage
is less than 2%, but in such event the Accumulation Reserve Funding Period shall not be required to commence earlier than 12 months prior to the first Distribution Date for which a budgeted deposit is targeted to be made into the Principal Funding
sub-Account for the Class A(2014-1) Notes pursuant to Section 3.10(b) of the Indenture Supplement, (iii) the Monthly Period following the first Distribution Date following and including the
June 2015 Distribution Date for which the Quarterly Excess Spread Percentage is less than 3%, but in such event the Accumulation Reserve Funding Period shall not be required to commence earlier than 6 months prior to the first Distribution Date
for which a budgeted deposit is targeted to be made into the Principal Funding sub-Account for the Class A(2014-1) Notes pursuant to Section 3.10(b) of the
Indenture Supplement, and (iv) the Monthly Period following the first Distribution Date following and including the August 2015 Distribution Date for which the Quarterly Excess Spread Percentage is less than 4%, but in such event the
Accumulation Reserve Funding Period shall not be required to commence earlier than 4 months prior to the first Distribution Date for which a budgeted deposit is targeted to be made into the Principal Funding
sub-Account for the Class A(2014-1) Notes pursuant to Section 3.10(b) of the Indenture Supplement and (y) ending on the close of business on the last
day of the Monthly Period preceding the earlier to occur of (i) the Expected Principal Payment Date for the Class A(2014-1) Notes and (ii) the date on which the Class
A(2014-1) 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. 

  
 2 








 “Base Rate” means, with respect to any Monthly Period, the sum of (a) the
Card Series Servicing Fee Percentage and (b) the weighted average (based on the Outstanding Dollar Principal Amount of the related Card Series Notes) of the following: 

(i) in the case of a Tranche of Card Series Dollar Interest-bearing Notes with no
Derivative Agreement for interest, the rate of interest applicable to such Tranche for the period from and including the Monthly Interest Accrual Date for such Tranche of Card Series Dollar Interest-bearing
Notes in such Monthly Period to but excluding the Monthly Interest Accrual Date for such Tranche of Card Series Dollar Interest-bearing Notes in the following Monthly Period; 

(ii) in the case of a Tranche of Card Series Discount Notes, the rate of accretion (converted to an accrual rate) of such
Tranche for the period from and including the Monthly Interest Accrual Date for such Tranche of Card Series Discount Notes in such Monthly Period to but excluding the Monthly Interest Accrual Date for such Tranche of Card Series Discount Notes in
the following Monthly Period; 
 (iii) in the case of a Tranche of Card Series Notes with a Performing Derivative Agreement
for interest, the rate at which payments by the Issuer to the applicable Derivative Counterparty accrue (prior to the netting of such payments, if applicable) for the period from and including the Monthly Interest Accrual Date for such Tranche of
Card Series Notes in such Monthly Period to but excluding the Monthly Interest Accrual Date for such Tranche of Card Series Notes in the following Monthly Period; provided, however, that in the case of a Tranche of Card Series Notes with a
Performing Derivative Agreement for interest in which the rating on such Tranche of Card Series Notes is not dependant upon the rating of the applicable Derivative Counterparty, the amount determined pursuant to this clause (iii) will be the
higher of (1) the rate determined pursuant to this clause (iii) above and (2) the rate of interest applicable to such Tranche for the period from and including the Monthly Interest Accrual Date for such Tranche of Card Series Notes in
such Monthly Period to but excluding the Monthly Interest Accrual Date for such Tranche of Card Series Notes in the following Monthly Period; and 

(iv) in the case of a tranche of Card Series Notes with a non-Performing Derivative
Agreement for interest, the rate specified for that date in the related Terms Document. 
 “Calculation Agent” is defined
in Section 2.04(a). 
 “Class A(2014-1) Adverse Event” means the
occurrence of any of the following: (a) an Early Redemption Event with respect to the Class A(2014-1) Notes or (b) an Event of Default and acceleration of the Class
A(2014-1) Notes. 
 “Class A(2014-1) Note”
means any Note, substantially in the form set forth in Exhibit A-2 to the Indenture Supplement, designated therein as a Class A(2014-1) Note and duly executed and
authenticated in accordance with the Indenture. 

  
 3 








 “Class A(2014-1) Noteholder” means a
Person in whose name a Class A(2014-1) Note is registered in the Note Register. 
 “Class A(2014-1) Termination Date” means the earliest to occur of (a) the Principal Payment Date on which the Outstanding Dollar Principal Amount of the Class A(2014-1)
Notes is paid in full, (b) the Legal Maturity Date and (c) the date on which the Indenture is discharged and satisfied pursuant to Article VI thereof. 

“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 January 17, 2017. 
 “Initial Dollar Principal Amount” means $950,000,000. 

“Indenture” means the Indenture dated as of October 9, 2002, as amended and restated as of January 13, 2006, and as
further 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. 

“Indenture Supplement” means the Card Series Indenture 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. 

“Interest Payment Date” means the fifteenth day of each January, April, July and October, commencing in April 2014, or if
such fifteenth day is not a Business Day, the next succeeding Business Day; provided, however, that if any Early Redemption Event with respect to the Class A(2014-1) Notes or an Event of Default
of the Class A(2014-1) Notes shall have occurred, each succeeding Distribution Date (as such term is defined in the Pooling and Servicing Agreement) shall be an Interest Payment Date. 

“Interest Period” means, with respect to any Interest Payment Date, the period from and including the previous Interest
Payment Date through the day preceding such Interest Payment Date; provided, however, the first Interest Period shall be the period from and including the Issuance Date to but excluding the first Interest Payment Date for the Class
A(2014-1) Notes, April 15, 2014. 
 “Issuance Date” means February 10, 2014. 

“Legal Maturity Date” means November 15, 2019. 

“LIBOR” means, for any Interest Period, the London interbank offered rate for one-month United States dollar deposits
determined by the Calculation Agent on the LIBOR Determination Date for such Interest Period in accordance with the provisions of Section 2.04; provided, however, that if an Early Redemption Event with respect to the Class A(2014-1) Notes 

  
 4 








 or an Event of Default for the Class A(2014-1) Notes occurs, LIBOR means,
as of any LIBOR Determination Date occurring on or after such Early Redemption Event or Event of Default, the London interbank offered rate for one-month United States dollar deposits. 

“LIBOR Determination Date” means February 6, 2014 for the period from and including the Issuance Date to but excluding
April 15, 2014, and the second London Business Day prior to the commencement of the second and each subsequent Interest Period. 

“London Business Day” means any Business Day on which dealings in deposits in United States Dollars are transacted in the
London interbank market. 
 “Maximum Subordination Amount of Class B Notes” means, for the Class A(2014-1) Notes for any date of determination, an amount equal to the product of (a) Adjusted Outstanding Dollar Principal Amount of the Class A(2014-1) 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 83.00. 

“Note Interest Rate” means a rate per annum equal to 0.20% in excess of LIBOR as determined by the Calculation Agent on the
related LIBOR Determination Date with respect to each Interest Period. 
 “Paying Agent” means The Bank of New York Mellon.

 “Portfolio Yield” means, with respect to any Monthly Period, the annualized percentage equivalent of a fraction: 

(a) the numerator of which is equal to the sum of: 

(i) the aggregate amount of Finance Charge Amounts allocated to the Card Series with respect to such Monthly Period;
plus 
 (ii) the aggregate amount of Interest Funding sub-Account Earnings on
all Tranches of Card Series Notes for such Monthly Period; plus 
 (iii) any amounts to be treated as Card Series
Finance Charge Amounts pursuant to Sections 3.20(d) and 3.27(a) of the Indenture Supplement; minus 

(iv) the excess, if any, of (1) the sum of the PFA Prefunding Earnings Shortfall plus 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 to Sections 3.04(a)(ii) and 3.25(a) of the Indenture Supplement plus any other amounts
applied to cover earnings shortfalls on amounts in the Principal Funding sub-Account for any tranche of Card Series Notes for such Monthly Period; minus 

(v) the Card Series Default Amount for such Monthly Period; and 

  
 5 








 (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
December 2014 Distribution Date and each Distribution Date thereafter, the percentage equivalent of a fraction the numerator of which is the sum of the Excess Spread Percentages with respect to the immediately preceding three Monthly Periods
and the denominator of which is three. 
 “Record Date” means, for any Distribution Date, the last Business Day of the
preceding Monthly Period. 
 “Reference Banks” means four major banks in the London interbank market selected by the
Beneficiary. 
 “Required Accumulation Reserve sub-Account Amount” means, with
respect to any Monthly Period during the Accumulation Reserve Funding Period, an amount equal to (i) 0.5% of the Outstanding Dollar Principal Amount of the Class A(2014-1) Notes as of the close of
business on the last day of the preceding Monthly Period or (ii) any other amount designated by the Issuer; provided, however, that if such designation is of a lesser amount, the Note Rating Agencies shall have provided prior
written confirmation that a Ratings Effect will not occur with respect to such change. 
 “Required Subordinated Amount of Class B
Notes” means, for the Class A(2014-1) Notes for any date of determination, an amount equal to the product of (a) the Required Subordinated Percentage of Class B Notes for such Class A(2014-1) Notes on such date of determination and (b) the Adjusted Outstanding Dollar Principal Amount of such Class A(2014-1) Notes on such date of determination;
provided, however, that such an amount shall not exceed the Maximum Subordination Amount of Class B Notes for the Class A(2014-1) Notes; provided further, however, that for
any date of determination on or after the occurrence and during the continuation of a Class A(2014-1) Adverse Event, the Required Subordinated Amount of Class B Notes for the Class A(2014-1) Notes will be the greater of (x) the amount determined above for such date of determination and (y) the amount determined above for the date immediately prior to the date on which such Class A(2014-1) Adverse Event shall have occurred. 
 “Required Subordinated Amount of Class C
Notes” means, for the Class A(2014-1) Notes for any date of determination, an amount equal to the product of (a) the Required Subordinated Percentage of Class C Notes for such Class A(2014-1) Notes on such date of determination and (b) the Adjusted Outstanding Dollar Principal Amount of such Class A(2014-1) Notes on such date of determination;
provided, however, that for any date of determination, unless (i) the Prefunding Target Amount for any Tranche of Card Series Notes on such date of determination is greater than zero or (ii) any prefunded amounts are on
deposit in a Principal Funding sub-Account on such date of determination for any Tranche of Card Series Notes, the Required Subordinated Amount of Class C Notes for the Class
A(2014-1) Notes will not be less than an amount equal to (i) 3.0% of the Initial Dollar Principal Amount of the Class A(2014-1) Notes, minus (ii) the
Required Subordinated Amount of Class D Notes for the Class 

  
 6 








 
A(2014-1) Notes; provided further, however, that for any date of determination on or after the occurrence and during the continuation
of a Class A(2014-1) Adverse Event, the Required Subordinated Amount of Class C Notes for the Class A(2014-1) Notes will be the greater of (x) the amount determined
above for such date of determination, (y) the amount determined above for the date immediately prior to the date on which such Class A(2014-1) Adverse Event shall have occurred and (z) unless
(i) the Prefunding Target Amount for any Tranche of Card Series Notes on such date of determination is greater than zero or (ii) any prefunded amounts are on deposit in a Principal Funding
sub-Account on such date of determination for any Tranche of Card Series Notes, the amount determined pursuant to the preceding proviso. 

“Required Subordinated Amount of Class D Notes” means, for the Class A(2014-1) Notes
for any date of determination, an amount equal to the product of (a) the Required Subordinated Percentage of Class D Notes for such Class A(2014-1) Notes on such date of determination and (b) the
Adjusted Outstanding Dollar Principal Amount of such Class A(2014-1) Notes on such date of determination; provided, however, that for any date of determination, unless (i) the Prefunding
Target Amount for any Tranche of Card Series Notes on such date of determination is greater than zero or (ii) any prefunded amounts are on deposit in a Principal Funding sub-Account on such date of
determination for any Tranche of Card Series Notes, the Required Subordinated Amount of Class D Notes for the Class A(2014-1) Notes will not be less than an amount equal to 1.2049% of the Initial Dollar
Principal Amount of the Class A(2014-1) Notes, provided further, however, that for any date of determination on or after the occurrence and during the continuation of a Class A(2014-1) Adverse Event, the Required Subordinated Amount of Class D Notes for the Class A(2014-1) Notes will be the greatest of (x) the amount determined above for such
date of determination, (y) the amount determined above for the date immediately prior to the date on which such Class A(2014-1) Adverse Event shall have occurred and (z) unless (i) the
Prefunding Target Amount for any Tranche of Card Series Notes on such date of determination is greater than zero or (ii) any prefunded amounts are on deposit in a Principal Funding sub-Account on such
date of determination for any Tranche of Card Series Notes, the amount determined pursuant to the preceding proviso. 
 “Required
Subordinated Percentage of Class B Notes” means, for the Class A(2014-1) Notes, 10.8434%, subject to adjustment in accordance with Section 2.02. 

“Required Subordinated Percentage of Class C Notes” means, for the Class A(2014-1)
Notes, 8.4338%, subject to adjustment in accordance with Section 2.02. 
 “Required Subordinated Percentage of Class D
Notes” means, for the Class A(2014-1) Notes, 1.2049%, subject to adjustment in accordance with Section 2.02. 

“Reuters Screen LIBOR01 Page” means the display page currently so designated on the Reuters Monitor Money Rates (or such
other page as may replace that page on that service, or such other service as may be nominated as the information vendor, for the purpose of displaying comparable rates or prices). 

“Stated Principal Amount” means $950,000,000. 

  
 7 








 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] 

  
 8 








 ARTICLE II 

The Class A(2014-1) Notes 

Section 2.01. Creation and Designation. There is hereby created a tranche of Card Series Class A Notes to be issued
pursuant to the Indenture, the Asset Pool 1 Supplement and the Indenture Supplement to be known as the “Card Series Class A(2014-1) Notes.” 

Section 2.02. Adjustments to Required Subordinated Percentages. 

(a) On any date, the Issuer may change the Required Subordinated Percentage of Class B Notes or the Required Subordinated Percentage of Class
C Notes, in each case for the Class A(2014-1) 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 the Class A(2014-1) 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 the Class A(2014-1) Notes immediately prior to giving effect
to such change and (y) the Required Subordinated Amount of Class B Notes for the Class A(2014-1) Notes does not exceed the Maximum Subordinated Amount of Class B Notes. 

(b) On any date, the Issuer may change the Required Subordinated Percentage of Class B Notes, the Required Subordinated Percentage of Class C
Notes or the Required Subordinated Percentage of Class D Notes, in each case for the Class A(2014-1) 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 the Class A(2014-1) 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 the Class A(2014-1) 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. 

  
 9 








 Section 2.03. Interest Payment. 

(a) For each Interest Payment Date, the amount of interest due with respect to the Class A(2014-1)
Notes shall be an amount equal to the product of (i)(A) a fraction, the numerator of which is the actual number of days in the related Interest Period and the denominator of which is 360, times (B) the Note Interest Rate in effect
with respect to such related Interest Period times (ii) the Outstanding Dollar Principal Amount of the Class A(2014-1) Notes determined as of the Record Date preceding the related Distribution
Date. Any interest on the Class A(2014-1) Notes will be calculated on the basis of the actual number of days in the related Interest Period and a 360-day year. 

(b) Pursuant to Section 3.03 of the Indenture Supplement, on each Distribution Date, the Indenture Trustee shall deposit into the
Class A(2014-1) Interest Funding sub-Account the portion of Card Series Finance Charge Amounts allocable to the Class A(2014-1)
Notes. 
 Section 2.04. Calculation Agent; Determination of LIBOR. 

(a) The Issuer hereby agrees that for so long as any Class A(2014-1) Notes are Outstanding, there
shall at all times be an agent appointed to calculate LIBOR for each Interest Period (the “Calculation Agent”). The Issuer hereby initially appoints the Indenture Trustee as the Calculation Agent for purposes of determining LIBOR
for each Interest Period. The Calculation Agent may be removed by the Issuer at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer, or if the Calculation Agent fails to determine LIBOR for an
Interest Period, the Issuer shall promptly appoint a replacement Calculation Agent that does not control or is not controlled by or under common control with the Issuer or its Affiliates. The Calculation Agent may not resign its duties, and the
Issuer may not remove the Calculation Agent, without a successor having been duly appointed. For the avoidance of doubt, Sections 703 and 707 of the Indenture shall inure to the benefit of the Calculation Agent. 

(b) On each LIBOR Determination Date, the Calculation Agent shall determine LIBOR on the basis of the rate for deposits in United States
dollars for a three-month period which appears on Reuters Screen LIBOR01 Page as of 11:00 a.m., London time, on such date; provided, however, that, if an Early Redemption Event with respect to the
Class A(2014-1) Notes or an Event of Default of the Class A(2014-1) Notes occurs, LIBOR shall be, as of any LIBOR Determination Date occurring on or after such
Early Redemption Event or such Event of Default, the rate for deposits in United States dollars for a one-month period which appears on Reuters Screen LIBOR01 Page as of 11:00 a.m., London time, on such date. If such rate does not appear on Reuters
Screen LIBOR01 Page, the rate for that LIBOR Determination Date shall be determined on the basis of the rates at which deposits in United States dollars are offered by the Reference Banks at approximately 11:00 a.m., London time, on that day to
prime banks in the London interbank market for a three-month period; provided, however, that, if an Early Redemption Event with respect to the Class A(2014-1) Notes or an Event of Default of the
Class A(2014-1) Notes occurs and such rate does not appear on Reuters Screen LIBOR01 Page, the rate for that LIBOR Determination Date shall be determined on the basis of the rates at which deposits in the
United States dollars are offered by the Reference Banks, at approximately 11:00 a.m., London time, on that day to prime banks in the London interbank market for a one-month period. The Calculation Agent shall request the principal London office of
each of the Reference Banks to provide a quotation of its rate. If at least two such quotations are provided, the rate for 

  
 10 








 
that LIBOR Determination Date shall be the arithmetic mean of such quotations. If fewer than two quotations are provided as requested, the rate for that LIBOR Determination Date will be the
arithmetic mean of the rates quoted by four major banks in New York City, selected by the Beneficiary, at approximately 11:00 a.m., New York City time, on that day for loans in United States dollars to leading European banks for a three-month
period; provided, however, that, if an Early Redemption Event with respect to the Class A(2014-1) Notes or an Event of Default of the Class A(2014-1) Notes
occurs and if fewer than two quotations are provided, the rate for that LIBOR Determination Date will be the arithmetic mean of the rates quoted by four major banks in New York City, selected by the Beneficiary, at approximately 11:00a.m., New York
City time, on that day for loans in United States dollars to leading European banks for a one-month period. 
 LIBOR for the first Interest
Period is determined by straight-line interpolation, based on the actual number of days in the first Interest Period from the Issuance Date to but excluding April 15, 2014, between two rates determined in accordance with the preceding
paragraph, one of which will be determined for a maturity of two (2) months and one of which will be determined for a maturity of three (3) months. 

(c) The Note Interest Rate applicable to the then current and the immediately preceding Interest Periods may be obtained by telephoning the
Indenture Trustee at its corporate trust office at (800) 254-2826 or such other telephone number as shall be designated by the Indenture Trustee for such purpose by prior written notice by the Indenture Trustee to each Noteholder from time to
time. 
 (d) On each LIBOR Determination Date, the Calculation Agent shall send to the Indenture Trustee, the Issuer, the Beneficiary and
the Servicer, by facsimile transmission or electronic transmission, notification of LIBOR for the following Interest Period. 

Section 2.05. Payments of Interest and Principal. 

(a) Any installment of interest or principal, if any, payable on any Class A(2014-1) Note which is
punctually paid or duly provided for by the Issuer and the Indenture Trustee on the applicable Interest Payment Date or Principal Payment Date shall be paid by the Paying Agent to the Person in whose name such Class
A(2014-1) Note (or one or more Predecessor Notes) is registered on the Record Date, by wire transfer of immediately available funds to such Person’s account as has been designated by written instructions
received by the Paying Agent from such Person not later than the close of business on the third Business Day preceding the date of payment or, if no such account has been so designated, by check mailed
first-class, postage prepaid to such Person’s address as it appears on the Note Register on such Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of
Cede & Co., payment shall be made by wire transfer in immediately available funds to the account designated by such nominee. 
 (b)
The right of the Class A(2014-1) Noteholders to receive payments from the Issuer will terminate on the first Business Day following the Class A(2014-1) Termination Date.


  
 11 








 Section 2.06. Form of Delivery of Class
A(2014-1) Notes; Depository; Denominations. 
 (a) The Class
A(2014-1) Notes shall be delivered in the form of a global Registered Note as provided in Sections 202 and 301(i) of the Indenture, respectively. 

(b) The Depository for the Class A(2014-1) Notes shall be The Depository Trust Company, and the Class A(2014-1) Notes shall initially be registered in the name of Cede & Co., its nominee. 
 (c) The
Class A(2014-1) Notes will be issued in minimum denominations of $100,000 and integral multiples of $1,000 in excess of that amount. 

Section 2.07. Delivery and Payment for the Class A(2014-1) Notes. The Issuer shall
execute and deliver the Class A(2014-1) Notes to the Indenture Trustee for authentication, and the Indenture Trustee shall deliver the Class A(2014-1) Notes when
authenticated, each in accordance with Section 303 of the Indenture. 
 Section 2.08. Targeted Deposits to the
Accumulation Reserve Account. The deposit targeted to be made to the Accumulation Reserve Account for any Monthly Period during the Accumulation Reserve Funding Period will be an amount equal to the Required Accumulation Reserve sub-Account Amount. 
 [END OF ARTICLE II] 

  
 12 








 IN WITNESS WHEREOF, the parties hereto have caused this Terms Document to be duly executed, all
as of the day and year first above written. 
  

			
	CAPITAL ONE MULTI-ASSET EXECUTION TRUST,
		
	By:	 	DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual capacity, but solely as Owner Trustee on behalf of the Trust
		
	By:	 	/s/ Diana Vasconez
		 	Name:  Diana Vasconez
		 	Title:    Attorney-in-fact
		
	By:	 	/s/ Louis Bodi
		 	Name: Louis Bodi
		 	Title: ATTORNEY-IN-FACT


  

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



  
 [Class A(2014-1) Terms
Document]