Exhibit 4.1



EXECUTION COPY



 

SERIES 2001-5 SUPPLEMENT


Dated as of August 22, 2001


to


POOLING AND SERVICING AGREEMENT


Dated as of September 30, 1993,


As amended and restated on April 9, 2001


$1,000,000,000


 


CAPITAL ONE MASTER TRUST


SERIES 2001-5


 


 


among


CAPITAL ONE BANK


Seller and Servicer


CAPITAL ONE, F.S.B.


Seller


and


THE BANK OF NEW YORK


Trustee


on behalf of the Series 2001-5 Certificateholders

 


  


	TABLE OF CONTENTS
	 	 	 
	 	 	Page
	 	 	 
	 	 	 
	ARTICLE I


Creation of the Series 2001-5 Certificates
	 	  

	 


	Section 1.01. 	 
Designation 
	 1
	 	 	 
	ARTICLE II


Definitions
	 	  	  
	Section 2.01.	 
Definitions 
	 2
	Section 2.02. 	 
Amendment to Section 2.08 of the Agreement 
	 17
	 	 	 
	ARTICLE III


Servicer and Trustee 
	 	  	 


	Section 3.01. 	 
Servicing Compensation
	 18
	 	 	 
	ARTICLE IV


     Rights of Series 2001-5 Certificateholders and Collateral Interest Holder and


Allocation and Application of Collections 
	 	  	 


	Section 4.01. 	 
Collections and Allocations
	 19
	Section 4.02. 	 
Determination of Monthly Interest
	 19
	Section 4.03.	 
Determination of Monthly Principal; Series 2001-5 Accounts
	 21
	Section 4.04. 	 
Required Amount 
	 24
	Section 4.05. 	 
Application of Class A Available Funds, Class B Available Funds, Collateral Available Funds and Available Investor Principal Collections
	 24
	
Section 4.06. 

	 
Defaulted Amounts; Investor Charge-Offs
	 26
	Section 4.07. 	 
Excess Spread; Excess Finance Charges
	 28
	Section 4.08.	 
Reallocated Principal Collections
	 29
	Section 4.09. 	 
Excess Finance Charges 
	 30
	Section 4.10. 	 
Shared Principal Collections
	 31
	Section 4.11. 	 
Reserve Account
	 31
	 	 	 
	ARTICLE V


Distributions and Reports to Series 2001-5 Certificateholders  
	 	 	 
	Section 5.01. 	 
Distributions
	  33
	Section 5.02. 	 
Reports and Statements to Series 2001-5 Certificateholders
	  35
	 	 	 
	ARTICLE VI


Additional Pay Out Events 
	 	  	  
	Section 6.01. 	 
Additional Pay Out Events
	 35
	 	 	 
	ARTICLE VII


Optional Repurchase; Series Termination
	 	 	 
	Section 7.01. 	 
Optional Repurchase
	 37
	Section 7.02. 	 
Series Termination
	 37
	 	 	 
	ARTICLE VIII


Final Distributions 
	 	  	 


	Section 8.01.	 
Sale of Receivables or Certificateholders' Interest pursuant to Section 2.06 or 10.01 of the Agreement
	 38
	Section 8.02. 	 
Distribution of Proceeds of Sale, Disposition or Liquidation of the Receivables pursuant to Section 9.02 of the Agreement
	 39
	 	 	 
	ARTICLE IX


New Issuances 
	 	  	  
	
Section 9.01. 

	 
New Issuances
	 41
	 	 	 
	ARTICLE X


Miscellaneous Provisions 
	 	  	  
	Section 10.01. 	 
Ratification of Agreement
	  41
	Section 10.02.	 
Counterparts
	 41
	Section 10.03. 	 
GOVERNING LAW 
	 41
	Section 10.04.	 
Determination of Material Adverse Effect
	 41
	Section 10.05. 	 
Book-Entry Certificates
	 41
	Section 10.06. 	 
Uncertificated Securities
	 42
	Section 10.07. 	 
Transfers of the Collateral Interest
	 42
	Section 10.08. 	 
Certain Accounting Related Amendments
	 43
	Section 10.09. 	 
Additional Representations and Warranties of the Sellers
	 43


ii 




	EXHIBITS
	 	 
	EXHIBIT A-1 	Form of Class A Certificate
	EXHIBIT A-2	 Form of Class B Certificate
	EXHIBIT B	 Form of Monthly Certificateholders' Statement
	EXHIBIT C 	Form of Monthly Servicing Officer's Certificate
	EXHIBIT D 	Form of Investment Letter


iii

















 


            SERIES 2001-5 SUPPLEMENT, dated as of August 22, 2001 (the “Supplement”), among CAPITAL ONE BANK, a Virginia banking corporation, as a
Seller and the Servicer, CAPITAL ONE, F.S.B., a federal savings bank, as a Seller, and THE BANK OF NEW YORK, a New York banking corporation, as the Trustee.


            Pursuant to the Pooling and Servicing Agreement, dated as of September 30, 1993, as amended and restated as of April 9, 2001 (as amended and restated
and as amended and supplemented, the “Agreement”), among the Sellers, the Servicer and the Trustee, the Sellers have created Capital One Master Trust (the “Trust”). Section 6.03 of the Agreement provides that the Sellers may from
time to time direct the Trustee to authenticate one or more new Series of Investor Certificates representing fractional undivided interests in the Trust. The Principal Terms of any new Series are to be set forth in a Supplement to the
Agreement.


            Pursuant to this Supplement, the Sellers and the Trustee shall create a new Series of Investor Certificates and specify the Principal Terms
thereof.


ARTICLE I





Creation of the Series 2001-5 Certificates


            

Section 1.01. Designation.

            (a) There is hereby created a Series of Investor Certificates to be issued pursuant to the Agreement and this Supplement to be known as “Capital
One Master Trust, Series 2001-5.” The Series 2001-5 Certificates shall be issued in two Classes, the first of which shall be known as the “Class A 5.30% Asset Backed Certificates, Series 2001-5” and the second of which shall be known
as the “Class B Floating Rate Asset Backed Certificates, Series 2001-5.” In addition, there is hereby created a third Class of uncertificated interests in the Trust which, except as expressly provided herein, shall be deemed to be
“Investor Certificates” (and the Collateral Interest Holder shall be deemed to be an “Investor Certificateholder”) for all purposes under the Agreement and this Supplement and which shall be known as the “Collateral
Interest, Series 2001-5.”


            (b) Series 2001-5 shall be included in Group One and shall be a Principal Sharing Series. Series 2001-5 shall not be subordinated to any other Series.
Notwithstanding any provision in the Agreement or in this Supplement to the contrary, the first Distribution Date with respect to Series 2001-5 shall be the September 2001 Distribution Date.


            (c) In the event that any term or provision contained herein shall conflict with or be inconsistent with any term or provision contained in the
Agreement, the terms and provisions of this Supplement shall govern.


            (d) The Collateral Interest Holder, as holder of an “Investor Certificate” shall be entitled to the benefits of the Agreement and this
Supplement. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of
Registered Certificates and clauses (a) and (c) of the definition of “Tax Opinion” in Section 1.01 of the Agreement

1




 shall not be applicable to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and
franchise tax purposes, but rather the Sellers intend and, together with the Collateral Interest Holder, agree to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the
assets of the Trust.

 


ARTICLE II




Definitions


            

Section 2.01. Definitions. 


            (a) Whenever used in this Supplement, the following words and phrases shall have the following meanings, and the definitions of such terms are
applicable to the singular as well as the plural forms of such terms and the masculine as well as the feminine and neuter genders of such terms.

            “Accumulation Period” shall mean, unless a Pay Out Event shall have occurred prior thereto, the period commencing at the close of
business on the last day of the July 2005 Monthly Period or such later date as is determined in accordance with Section 4.03(f) and ending on the first to occur of (a) the commencement of the Early Amortization Period, (b) the payment in full to
Series 2001-5 Holders of the Invested Amount or (c) the Termination Date.

            “Accumulation Period Amount” shall mean for each Monthly Period, an amount equal to the product of (i) Available Expected Principal for
such Monthly Period and (ii) a fraction, the numerator of which is the Initial Invested Amount and the denominator of which is the sum of (a) the Initial Invested Amount and (b) the invested amounts of all other Variable Accumulation Series which
are not scheduled to be in their revolving periods as of such Monthly Period; provided that, for purposes of this definition, the commencement date of the accumulation period of each such Variable Accumulation Series shall be deemed to have
been postponed to the latest permissible date, determined as if the provisions of Section 4.03(f) applied to each such Series with such changes as may be specified with respect to such Series (applying such provisions first to the Variable
Accumulation Series with the latest expected final payment date and next to each Series with the next preceding expected final payment date).

            “Accumulation Period Length” shall have the meaning specified in Section 4.03(f).

            “Additional Interest” shall mean, at any time of determination, the Class A Additional Interest, the Class B Additional Interest and
the Collateral Additional Interest.

            “Adjusted Invested Amount” shall mean, with respect to any date of determination, an amount equal to the Invested Amount less the
Principal Funding Account Balance on such date of determination.

            “Assignee” shall have the meaning specified in subsection 10.07(a).

            “Available Expected Principal” for any date of determination with respect to each Monthly Period shall be equal to the excess of (a)
the Expected Monthly Principal for such Monthly

2

 

 

Period over (b) the sum of, without duplication, all scheduled amortizations or accumulations of principal, including past due shortfalls as of such date of determination, for all Nonvariable Accumulation Series which are
not scheduled to be in their revolving periods as of such Monthly Period.

            “Available Investor Principal Collections” shall mean, with respect to any Monthly Period, an amount equal to the sum of (a) (i) an
amount equal to the Principal Allocation Percentage of all Collections of Principal Receivables received during such Monthly Period, minus (ii) the amount of Reallocated Principal Collections with respect to such Monthly Period which pursuant
to Section 4.08(a) or 4.08 (b) are required to fund any deficiency in the amount to be distributed pursuant to Sections 4.05(a)(i), (ii) and (iii), 4.05(b)(i) and (ii) and 4.07(c)(II) for the related Distribution Date, plus (b) the amount of
Miscellaneous Payments, if any, for such Monthly Period that are allocated to Series 2001-5 pursuant to Section 4.03 of the Agreement, plus (c) any Shared Principal Collections with respect to other Series that are allocated to Series 2001-5
in accordance with Section 4.04 of the Agreement and Section 4.10 hereof, plus (d) the amount of funds to be distributed pursuant to Section 4.05(a)(iii) with respect to the related Distribution Date, plus (e) any other amounts which
pursuant to Section 4.07 hereof are to be treated as Available Investor Principal Collections with respect to the related Distribution Date.

            “Available Reserve Account Amount” shall mean, with respect to any Distribution Date, the lesser of (a) the amount on deposit in the
Reserve Account on such date (before giving effect to any deposit to be made to the Reserve Account on such Distribution Date) and (b) the Required Reserve Account Amount for such Distribution Date.

            “Base Rate” shall mean, with respect to any Monthly Period, the annualized percentage equivalent of a fraction, the numerator of which
is equal to the sum of the Class A Monthly Interest, the Class B Monthly Interest, the Collateral Minimum Monthly Interest and the Monthly Servicing Fee, each with respect to the related Distribution Date, and the denominator of which is the
Invested Amount as of the last day of the preceding Monthly Period; provided, however, that for the first Monthly Period, the denominator is the Initial Invested Amount.

            “Class A Account Percentage” shall mean, with respect to any date of determination, the percentage equivalent of a fraction, the
numerator of which is the aggregate amount with respect to Class A Monthly Principal on deposit in the Principal Funding Account on such date (before giving effect to any deposit to be made to the Principal Funding Account on such date) and the
denominator of which is the Principal Funding Account Balance on such date (before giving effect to any deposit to be made to the Principal Funding Account on such date).

            “Class A Additional Interest” shall have the meaning specified in Section 4.02(a).

            “Class A Adjusted Invested Amount” shall mean, with respect to any date of determination, an amount not less than zero equal to the
Class A Invested Amount less the Principal Funding Account Balance on such date.

            “Class A Available Funds” shall mean, with respect to any Monthly Period, an amount equal to the sum of (a) an amount equal to the
product of (i) the Class A Account Percentage and (ii) the amount of Principal Funding Investment Proceeds, if any, with respect to the related Distribution Date, (b) the Class A Floating Percentage of the Collections of Finance Charge Receivables
(other than Finance Charge Receivables allocated to Servicer Interchange with respect to such Monthly Period) allocated to the Series 2001-5 Certificates (including any investment earnings that are to be treated as Collections of Finance
Charge

3


 

Receivables in accordance with the Agreement and this Supplement) and (c) the amount of funds, if any, to be withdrawn from the Reserve Account which, pursuant to Section 4.11(d), are required to be included in Class A
Available Funds with respect to the related Distribution Date.

            “Class A Certificate Rate” shall mean 5.30% per annum.

            “Class A Certificateholder” shall mean the Person in whose name a Class A Certificate is registered in the Certificate
Register.

            “Class A Certificates” shall mean any of Certificates executed by the Banks and authenticated by or on behalf of the Trustee,
substantially in the form of Exhibit A-1.

            “Class A Floating Percentage” shall mean, with respect to any Monthly Period, the percentage equivalent (which percentage shall never
exceed 100%) of a fraction, the numerator of which is equal to the Class A Adjusted Invested Amount as of the close of business on the last day of the preceding Monthly Period and the denominator of which is equal to the Adjusted Invested Amount as
of such day; provided, however, that, with respect to the first Monthly Period, the Class A Floating Percentage shall mean the Class A Initial Percentage.

            “Class A Initial Invested Amount” shall mean the aggregate initial principal amount of the Class A Certificates, which is
$845,000,000.

            “Class A Initial Percentage” shall mean the percentage equivalent of a fraction, the numerator of which is the Class A Initial Invested
Amount and the denominator of which is the Initial Invested Amount.

            “Class A Interest Shortfall” shall have the meaning specified in Section 4.02(a).

            “Class A Invested Amount” shall mean, on any date of determination, an amount equal to (a) the Class A Initial Invested Amount,
minus (b) the aggregate amount of principal payments made to the Class A Certificateholders on or prior to such date, minus (c) the excess, if any, of the aggregate amount of Class A Investor Charge-Offs for all prior Distribution
Dates over the aggregate amount of Class A Investor Charge-Offs reimbursed pursuant to Section 4.06(a) prior to such date; provided, however, that the Class A Invested Amount may not be reduced below zero.

            “Class A Investor Charge-Offs” shall have the meaning specified in Section 4.06(a).

            “Class A Investor Default Amount” shall mean, with respect to each Distribution Date, an amount equal to the product of (i) the
Investor Default Amount for the related Monthly Period and (ii) the Class A Floating Percentage for such Monthly Period.

            “Class A Monthly Interest” shall have the meaning specified in Section 4.02(a).

            “Class A Monthly Principal” shall have the meaning specified in Section 4.03(a).

4




            “Class A Outstanding Additional Interest” shall mean, with respect to any Distribution Date, the amount of Class A Additional Interest
previously due but not paid to the Class A Certificateholders.

            “Class A Outstanding Monthly Interest” shall mean, with respect to any Distribution Date, the amount of Class A Monthly Interest
previously due but not paid to the Class A Certificateholders.

            “Class A Penalty Rate” shall mean the sum of the Class A Certificate Rate and 2.00% per annum.

            “Class A Principal Percentage” shall mean, with respect to any Monthly Period (i) during the Revolving Period, the percentage
equivalent (which percentage shall never exceed 100%) of a fraction, the numerator of which is the Class A Invested Amount as of the last day of the immediately preceding Monthly Period (or, in the case of the first Monthly Period, the Closing Date)
and the denominator of which is the Invested Amount as of such day and (ii) during the Accumulation Period or the Early Amortization Period, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the numerator of
which is the Class A Invested Amount as of the last day of the Revolving Period, and the denominator of which is the Invested Amount as of such last day; provided, however, that, with respect to the first Monthly Period, the Class A
Principal Percentage shall mean the Class A Initial Percentage.

            “Class A Required Amount” shall have the meaning specified in Section 4.04(a).

            “Class A Servicing Fee” shall have the meaning specified in Section 3.01.

            “Class B Account Percentage” shall mean, with respect to any date of determination, the percentage equivalent of a fraction, the
numerator of which is the aggregate amount with respect to Class B Monthly Principal on deposit in the Principal Funding Account on such date (before giving effect to any deposit to be made to the Principal Funding Account on such date) and the
denominator of which is the Principal Funding Account Balance on such date (before giving effect to any deposit to be made to the Principal Funding Account on such date).

            “Class B Additional Interest” shall have the meaning specified in Section 4.02(b).

            “Class B Adjusted Invested Amount” shall mean, with respect to any date of determination, an amount not less than zero equal to the
Class B Invested Amount less the excess, if any, of the Principal Funding Account Balance over the Class A Invested Amount on such date.

            “Class B Available Funds” shall mean, with respect to any Monthly Period, an amount equal to the sum of (a) an amount equal to the
product of (i) the Class B Account Percentage and (ii) the amount of Principal Funding Investment Proceeds, if any, with respect to the related Distribution Date, (b) the Class B Floating Percentage of the Collections of Finance Charge Receivables
(other than Finance Charge Receivables allocated to Servicer Interchange with respect to such Monthly Period) allocated to the Series 2001-5 Certificates (including any investment earnings that are to be treated as Collections of Finance Receivables
in accordance with the Agreement) and (c) the amount of funds, if any, to be withdrawn from the Reserve Account which, 

5




pursuant to Section 4.11(d), are required to be included in Class B Available Funds with respect to the related Distribution Date.

            “Class B Certificate Rate” shall mean, for any Interest Period, a per annum rate equal to LIBOR for such Interest Period plus
0.38%.

            “Class B Certificateholder” shall mean the Person in whose name a Class B Certificate is registered in the Certificate
Register.

            “Class B Certificates” shall mean any one of the Certificates executed by the Banks and authenticated by or on behalf of the Trustee,
substantially in the form of Exhibit A-2.

            “Class B Floating Percentage” shall mean, with respect to any Monthly Period, the percentage equivalent (which percentage shall never
exceed 100%) of a fraction, the numerator of which is equal to the Class B Adjusted Invested Amount as of the close of business on the last day of the preceding Monthly Period and the denominator of which is equal to the Adjusted Invested Amount as
of the close of business on such day; provided, however, that, with respect to the first Monthly Period, the Class B Floating Percentage shall mean the Class B Initial Percentage.

            “Class B Initial Invested Amount” shall mean the aggregate initial principal amount of the Class B Certificates, which is
$77,500,000.

            “Class B Initial Percentage” shall mean the percentage equivalent of a fraction, the numerator of which is the Class B Initial Invested
Amount and the denominator of which is the Initial Invested Amount.

            “Class B Interest Shortfall” shall have the meaning specified in Section 4.02(b).

            “Class B Invested Amount” shall mean, on any date of determination, an amount equal to (a) the Class B Initial Invested Amount,
minus (b) the aggregate amount of principal payments made to the Class B Certificateholders prior to such date, minus (c) the aggregate amount of Class B Investor Charge-Offs for all prior Distribution Dates, minus (d) the
aggregate amount of Reallocated Principal Collections allocated on all prior Distribution Dates pursuant to Section 4.08(a) (excluding any Reallocated Principal Collections that have resulted in a reduction in the Collateral Invested Amount pursuant
to Section 4.06(c)), minus (e) an amount equal to the amount by which the Class B Invested Amount has been reduced on all prior Distribution Dates pursuant to Section 4.06(a), plus (f) the amount of Excess Spread and Excess Finance
Charges allocated and available on all prior Distribution Dates pursuant to Section 4.07(d) for the purpose of reimbursing amounts deducted pursuant to the foregoing clauses (c), (d) and (e); provided, however, that the Class B
Invested Amount may not reduced below zero.

            “Class B Investor Charge-Offs” shall have the meaning specified in Section 4.06(b).

            “Class B Investor Default Amount” shall mean, with respect to each Distribution Date, an amount equal to the product of (i) the
Investor Default Amount for the related Monthly Period and (ii) the Class B Floating Percentage for such Monthly Period.

            “Class B Monthly Interest” shall have the meaning specified in Section 4.02(b).

6




            “Class B Monthly Principal” shall have the meaning specified in Section 4.03(b).

            “Class B Outstanding Additional Interest” shall mean, with respect to any Distribution Date, the amount of Class B Additional Interest
previously due but not paid to the Class B Certificateholders.

            “Class B Outstanding Monthly Interest” shall mean, with respect to any Distribution Date, the amount of Class B Monthly Interest
previously due but not paid to the Class B Certificateholders.

            “Class B Penalty Rate” shall mean, for any Interest Period, the sum of the Class B Certificate Rate for such Interest Period and 2.00%
per annum.

            “Class B Principal Percentage” shall mean, with respect to any Monthly Period (i) during the Revolving Period, the percentage
equivalent (which percentage shall never exceed 100%) of a fraction, the numerator of which is the Class B Invested Amount as of the last day of the immediately preceding Monthly Period (or, in the case of the first Monthly Period, the Closing Date)
and the denominator of which is the Invested Amount as of such day and (ii) during the Accumulation Period or the Early Amortization Period, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the numerator of
which is the Class B Invested Amount as of the last day of the Revolving Period, and the denominator of which is the Invested Amount as of such last day; provided, however, that, with respect to the first Monthly Period, the Class B
Principal Percentage shall mean the Class B Initial Percentage.

            “Class B Required Amount” shall have the meaning specified in Section 4.04(b).

            “Class B Servicing Fee” shall have the meaning specified in Section 3.01.

            “Closing Date” shall mean August 22, 2001.

            “Collateral Account Percentage” shall mean, with respect to any date of determination, the percentage equivalent of a fraction, the
numerator of which is the aggregate amount with respect to Collateral Monthly Principal on deposit in the Principal Funding Account on such date (before giving effect to any deposit to be made to the Principal Funding Account on such date) and the
denominator of which is the Principal Funding Account Balance on such date (before giving effect to any deposit to be made to the Principal Funding Account on such date).

            “Collateral Additional Interest” shall have the meaning specified in Section 4.02(c).

            “Collateral Adjusted Invested Amount” shall mean, with respect to any date of determination, an amount not less than zero equal to the
Collateral Invested Amount less the excess, if any, of the Principal Funding Account Balance over the sum of the Class A Invested Amount and the Class B Invested Amount on such date.

            “Collateral Available Funds” shall mean, with respect to any Monthly Period, an amount equal to the sum of (a) an amount equal to the
product of (i) the Collateral Account Percentage and (ii) the amount of Principal Funding Investment Proceeds, if any, with respect to the

7


 

related Distribution Date and (b) the Collateral Floating Percentage of the Collections of Finance Charge Receivables (other than Finance Charge Receivables allocated to Servicer Interchange with respect to such Monthly
Period) allocated to the Series 2001-5 Certificates (including any investment earnings that are to be treated as Collections of Finance Charge Receivables in accordance with the Agreement).

            “Collateral Floating Percentage” shall mean, with respect to any Monthly Period, the percentage equivalent (which percentage shall
never exceed 100%) of a fraction, the numerator of which is the Collateral Adjusted Invested Amount as of the close of business on the last day of the preceding Monthly Period and the denominator of which is equal to the Adjusted Invested Amount as
of such day; provided, however, that with respect to the first Monthly Period, the Collateral Floating Percentage shall mean the percentage equivalent of a fraction, the numerator of which is the Collateral Initial Invested Amount and
the denominator of which is the Initial Invested Amount.

            “Collateral Initial Invested Amount” shall mean $77,500,000.

            “Collateral Interest” shall mean a fractional undivided interest in the Trust which shall consist of the right to receive (i) to the
extent necessary to make the required payments to a Collateral Interest Holder under this Supplement, the portion of Collections allocable thereto under the Agreement and this Supplement and funds on deposit in the Collection Account allocable
thereto pursuant to the Agreement and this Supplement and (ii) amounts available for payment to the Collateral Interest Holder pursuant to, without duplication, Section 4.05 and subsections 4.07(j), 4.11(d)(iii), 4.11(e), 4.11(f), 8.01(b), 8.02(a)
and 8.02(b).

            “Collateral Interest Holder” shall mean the entity so designated in the Transfer Agreement.

            “Collateral Interest Minimum Rate” shall mean a rate per annum specified in the Transfer Agreement not to exceed LIBOR for one-month
United States dollar deposits, determined as of the related LIBOR Determination Date, plus 1.30%.

            “Collateral Interest Shortfall” shall have the meaning specified in subsection 4.02(c).

            “Collateral Invested Amount” shall mean, when used with respect to any date, an amount equal to (a) the Collateral Initial Invested
Amount, minus (b) the aggregate amount of principal payments made to the Collateral Interest Holder prior to such date, minus (c) an amount equal to the aggregate amount by which the Collateral Invested Amount has been reduced on all
prior Distribution Dates pursuant to Section 4.06, plus (d) the aggregate amount of Excess Spread and Excess Finance Charges allocated and available on all prior Distribution Dates pursuant to Section 4.07(h) for the purpose of reimbursing
amounts deducted pursuant to the foregoing clause (c); provided, however, that the Collateral Invested Amount may not be reduced below zero.

            “Collateral Investor Default Amount” shall mean, with respect to each Distribution Date, an amount equal to the product of (i) the
Investor Default Amount for the related Monthly Period and (ii) the Collateral Floating Percentage for such Monthly Period.

            “Collateral Minimum Monthly Interest” shall have the meaning specified in Section 4.02(c).

8




            “Collateral Monthly Principal” shall have the meaning specified in Section 4.03(c).

            “Collateral Outstanding Additional Interest” shall mean, with respect to any Distribution Date, the amount of Collateral Additional
Interest previously due but not paid to the Collateral Interest Holder.

            “Collateral Outstanding Monthly Interest” shall mean, with respect to any Distribution Date, the amount of Collateral Minimum Monthly
Interest previously due but not paid to the Collateral Interest Holder.

            “Collateral Servicing Fee” shall have the meaning specified in Section 3.01.

            “Controlled Accumulation Amount” shall mean for any Distribution Date with respect to the Accumulation Period, $83,333,333.34;
provided, however, that, if the Accumulation Period is modified pursuant to Section 4.03(f), (i) the Controlled Accumulation Amount for each Distribution Date with respect to the Accumulation Period shall mean the amount specified in
accordance with such Section on the date on which the Accumulation Period has most recently been modified, (ii) the Controlled Accumulation Amount for each related Monthly Period shall be no greater than the Accumulation Period Amount for such
Monthly Period and (iii) the sum of the Controlled Accumulation Amounts for all Distribution Dates with respect to the modified Accumulation Period shall not be less than the Initial Invested Amount.

            “Controlled Deposit Amount” shall mean, for any Distribution Date with respect to the Accumulation Period, an amount equal to the sum
of the Controlled Accumulation Amount for such Distribution Date and any Deficit Controlled Accumulation Amount for the immediately preceding Distribution Date.

            “Covered Amount” shall mean for any Distribution Date with respect to the Accumulation Period or the first Special Payment Date, an
amount equal to the sum of (a) one-twelfth of the product of (i) the Class A Certificate Rate and (ii) the aggregate amount on deposit in the Principal Funding Account with respect to Class A Monthly Principal, if any, as of the preceding
Distribution Date, plus (b) the product of (i) the Class B Certificate Rate in effect for the related Interest Period, (ii) a fraction, the numerator of which is the actual number of days from and including the preceding Distribution Date to
but excluding such Distribution Date and the denominator of which is 360 and (iii) the aggregate amount on deposit in the Principal Funding Account with respect to Class B Monthly Principal, if any, as of the preceding Distribution Date, plus
(c) the product of (i) the Collateral Interest Minimum Rate in effect for the related Interest Period, (ii) a fraction, the numerator of which is the actual number of days from and including the preceding Distribution Date to but excluding such
Distribution Date and the denominator of which is 360 and (iii) the aggregate amount on deposit in the Principal Funding Account with respect to Collateral Monthly Principal, if any, as of the preceding Distribution Date.

            “Cut-Off Date” shall mean August 1, 2001.

            “Deficit Controlled Accumulation Amount” shall mean (a) on the first Distribution Date with respect to the Accumulation Period, the
excess, if any, of the Controlled Accumulation Amount for such Distribution Date over the amount distributed from the Collection Account as

9




 Class A Monthly Principal, Class B Monthly Principal and Collateral Monthly Principal for such Distribution Date and (b) on each subsequent Distribution Date with respect to the Accumulation Period, the excess, if any, of
the Controlled Deposit Amount for such subsequent Distribution Date plus any Deficit Controlled Accumulation Amount for the prior Distribution Date over the amount distributed from the Collection Account as Class A Monthly Principal, Class B Monthly
Principal and Collateral Monthly Principal for such subsequent Distribution Date.

            “Early Amortization Period” shall mean the period commencing at the close of business on the Business Day immediately preceding the day
on which a Pay Out Event with respect to Series 2001-5 is deemed to have occurred and ending on the first to occur of (i) the payment in full to the Class A Certificateholders and the Class B Certificateholders of the Class A Invested Amount and the
Class B Invested Amount, respectively, and the payment in full to the Collateral Interest Holder of the Collateral Invested Amount, if any, or (ii) the Termination Date.

            “Excess Shared Principal Collections” shall mean the excess of the Shared Principal Collections over the aggregate amount of Principal
Shortfalls for all Series, as defined in each related Supplement, which are Principal Sharing Series for such Distribution Date.

            “Excess Spread” shall mean, with respect to any Distribution Date, the sum of the amounts, if any, specified pursuant to Sections
4.05(a)(iv), 4.05(b)(iii) and 4.05(c)(ii) with respect to such Distribution Date.

            “Expected Final Payment Date” shall mean the August 2006 Distribution Date.

            “Expected Monthly Principal” shall be equal to the product of (i) the lowest of the monthly principal payment rates (determined by
dividing Collections of Principal Receivables during a calendar month by the amount of Principal Receivables in the Trust as of the last day of the preceding month, adjusted for additions and removals occurring after such last day), expressed as a
decimal for the 12 calendar months preceding the date of such calculation (or such lower principal payment rate as the Servicer may select) and (ii) the sum of the Initial Invested Amounts (as defined in the related Supplement) of all outstanding
Series, other than Variable Funding Series.

            “Finance Charge Shortfall” shall have the meaning specified in Section 4.09.

            “Floating Allocation Percentage” shall mean, with respect to any Monthly Period, the percentage equivalent (which percentage shall
never exceed 100%) of a fraction, the numerator of which is the Adjusted Invested Amount as of the last day of the preceding Monthly Period (or, with respect to the first Monthly Period, the Initial Invested Amount) and the denominator of which is
the sum of (i) the total amount of Principal Receivables in the Trust as of such day (or, with respect to the first Monthly Period, the Cut-Off Date) and (ii) the principal amount on deposit in the Excess Funding Account as of such last day;
provided, however, that the amount calculated above pursuant to clause (i) of the denominator shall be increased by the aggregate amount of Principal Receivables in Additional Accounts added to the Trust during such Monthly Period as
though such Receivables had been added to the Trust as of the first day of such Monthly Period and decreased by the aggregate amount of Principal Receivables removed from the Trust during such Monthly Period as though such Receivables had been
removed from the Trust as of the first day of such Monthly Period.

10




            “Group One” shall mean Series 2001-5 and each other series specified in the related Supplement to be included in Group One.

            “Initial Invested Amount” shall mean the sum of the Class A Initial Invested Amount, the Class B Initial Invested Amount and the
Collateral Initial Invested Amount.

            “Initial Servicing Fee” shall have the meaning specified in Section 3.01.

            “Interest Payment Date” shall mean, with respect to the Class A Certificates, the Class B Certificates and the Collateral Interest, the
15th day of each month (or, if such day is not a Business Day, the next succeeding Business Day), commencing on the September 2001 Distribution Date.

            “Interest Period” shall mean with respect to any Payment Date, the period from and including the Payment Date immediately preceding
such Payment Date (or, in the case of the first Payment Date, from and including the Closing Date) to but excluding such Payment Date.

            “Invested Amount” shall mean, as of any date of determination, an amount equal to the sum of (a) the Class A Invested Amount as of such
date, (b) the Class B Invested Amount as of such date and (c) the Collateral Invested Amount as of such date.

            “Investment Letter” shall have the meaning specified in subsection 10.07(a).

            “Investor Charge-Offs” shall mean Class A Investor Charge-Offs and Class B Investor Charge-Offs.

            “Investor Default Amount” shall mean, with respect to any Distribution Date, an amount equal to the product of (a) the Defaulted
Amount for the related Monthly Period and (b) the Floating Allocation Percentage for such Monthly Period.

            “LIBOR” shall mean, as of any LIBOR Determination Date, the rate for deposits in United States dollars for a one-month period which
appears on Telerate Page 3750 as of 11:00 a.m., London time, on such date. If such rate does not appear on Telerate Page 3750, the rate for that LIBOR Determination Date shall be determined on the basis of the rates at which deposits in United
States dollars are offered by the Reference Banks at approximately 11:00 a.m., London time, on that day to prime banks in the London interbank market for a one-month period. The Servicer shall request the principal London office of each of the
Reference Banks to provide a quotation of its rate. If at least two such quotations are provided, the rate for that LIBOR Determination Date shall be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the
rate for that LIBOR Determination Date shall be the arithmetic mean of the rates quoted by major banks in New York City, selected by the Servicer, at approximately 11:00 a.m., New York City time, on that day for loans in United States dollars
to leading European banks for a one-month period; provided, however, that if the banks selected as aforesaid by the Servicer are not quoting as mentioned, the rate for that day shall be the rate then in effect on such LIBOR
Determination Date.

11




            “LIBOR Determination Date” shall mean, for any Interest Period, the second London Business Day prior to the commencement of such
Interest Period (or, in the case of the initial Interest Period, the second London Business Day prior to the Closing Date).

            “London Business Day” shall mean a day on which dealings in deposits in United States dollars are transacted in the London interbank
market.

            “Monthly Interest” means, with respect to any Distribution Date, the Class A Monthly Interest, the Class B Monthly Interest and
Collateral Minimum Monthly Interest, each for such Distribution Date.

            “Monthly Servicing Fee” shall have the meaning specified in Section 3.01.

            “Net Servicing Fee Rate” shall mean (i) so long as a Seller or The Bank of New York is the Servicer, 1.25% per annum and (ii) if a
Seller or The Bank of New York is no longer the Servicer, 2.00% per annum.

            “Nonvariable Accumulation Series” shall mean each outstanding Series that is not a Variable Funding Series or a Variable Accumulation
Series.

            “Payment Date” shall mean any Interest Payment Date and any Special Payment Date.

            “Permitted Assignee” shall mean any Person who, if it were the Collateral Interest Holder or holder of an interest in the Trust, as
applicable, would not cause the Trust to be taxable as a publicly traded partnership for federal income tax purposes.

            “Portfolio Adjusted Yield” shall mean, with respect to any Distribution Date, the average of the percentages obtained for each of the
three preceding Monthly Periods by subtracting the Base Rate for each such Monthly Period from the Portfolio Yield for each such Monthly Period, and deducting 0.50% from the result for each such Monthly Period.

            “Portfolio Yield” shall mean, with respect to any Monthly Period, the annualized percentage equivalent of a fraction, the numerator of
which is equal to (a) an amount equal to the product obtained by multiplying the Floating Allocation Percentage with respect to such Monthly Period and the amount of Collections of Finance Charge Receivables with respect to such Monthly Period
(including any investment earnings and certain other amounts that are to be treated as Collections of Finance Charge Receivables in accordance with the Agreement) calculated on a billed basis, or, in the case of any such Collections consisting of
annual membership fees, on an amortized (rather than billed) basis, plus (b) the amount of any Principal Funding Investment Proceeds for the related Distribution Date, plus (c) any Excess Finance Charges that are allocated to Series
2001-5 with respect to such Monthly Period, plus (d) the amount of funds, if any, withdrawn from the Reserve Account which, pursuant to Section 4.11(d), are required to be included as Class A Available Funds or Class B Available Funds or paid
to the Collateral Interest Holder for the Distribution Date with respect to such Monthly Period, minus (e) the Investor Default Amount for the Distribution Date with respect to such Monthly Period, and the denominator of which is the Invested
Amount as of the last day of the preceding Monthly Period; provided, however, that for the first Monthly Period, the denominator is the Initial Invested Amount.

12




            “Principal Allocation Percentage” shall mean, with respect to any day during a Monthly Period, the percentage equivalent (which
percentage shall never exceed 100%) of a fraction, the numerator of which is (a) during the Revolving Period, the Invested Amount as of the last day of the immediately preceding Monthly Period (or, in the case of the first Monthly Period, the
Cut-Off Date) and (b) after the end of the Revolving Period, the Invested Amount as of the last day of the Revolving Period and the denominator of which is the greater of (i) the sum of the total amount of Principal Receivables in the Trust as of
the last day of the immediately preceding Monthly Period and the principal amount on deposit in the Excess Funding Account as of such last day (or, in the case of the first Monthly Period, the Cut-Off Date) and (ii) the sum of the numerators used to
calculate the principal allocation percentages for all Series outstanding as of the date as to which such determination is being made; provided, however, that the amount calculated above pursuant to clause (i) of the denominator shall
be increased by the aggregate amount of Principal Receivables in Additional Accounts added to the Trust during such Monthly Period as though such Receivables had been added to the Trust as of the first day of such Monthly Period; provided
further, however, that if after the commencement of the Accumulation Period or the Early Amortization Period a Pay Out Event occurs with respect to another Series that was designated in the Supplement therefor as a Series that is a
“Paired Series” with respect to Series 2001-5, the Sellers may, by written notice delivered to the Trustee and the Servicer, designate a different numerator for the foregoing fraction, provided that (x) such numerator is not less than the
Adjusted Invested Amount as of the last day of the revolving period for such Paired Series and (y) the Sellers shall have received written notice from each Rating Agency that such designation will not have a Ratings Effect and shall have delivered
copies of each such written notice to the Servicer and the Trustee and the Sellers shall have delivered to the Trustee an Officer's Certificate to the effect that, based on the facts known to such officer at that time, in the reasonable belief of
the Sellers, such designation will not cause a Pay Out Event or an event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event, to occur with respect to Series 2001-5.

            “Principal Funding Account” shall have the meaning set forth in Section 4.03(d)(i).

            “Principal Funding Account Balance” shall mean, with respect to any date of determination during the Accumulation Period, the principal
amount, if any, on deposit in the Principal Funding Account on such date of determination.

            “Principal Funding Investment Proceeds” shall have the meaning specified in Section 4.03(d)(ii).

            “Principal Shortfall” shall have the meaning specified in Section 4.10.

            “Prospectus” shall mean the prospectus and the prospectus supplement as filed with the Securities and Exchange Commission under Rule
424(b) of the Securities Act relating to the Series 2001-5 Certificates.

            “Reallocated Principal Collections” shall mean, with respect to any Monthly Period, the product of (a) the Principal Allocation
Percentage with respect to such Monthly Period, (b) the aggregate amount of Collections in respect of Principal Receivables deposited in the Collection Account for such Monthly Period and (c) the sum of the Class B Floating Percentage and the
Collateral Floating Percentage with respect to such Monthly Period.

13




            “Reassignment Amount” shall mean, with respect to any Distribution Date, after giving effect to any deposits and distributions
otherwise to be made on such Distribution Date, the sum of (i) the Adjusted Invested Amount on such Distribution Date, plus (ii) Monthly Interest for such Distribution Date and any Monthly Interest previously due but not distributed to the
Series 2001-5 Certificateholders and the Collateral Interest Holder on a prior Distribution Date, plus (iii) the amount of Additional Interest, if any, for such Distribution Date and any Additional Interest previously due but not distributed
to the Series 2001-5 Certificateholders and the Collateral Interest Holder on a prior Distribution Date.

            “Reference Banks” shall mean four major banks in the London interbank market selected by the Servicer.

            “Required Reserve Account Amount” shall mean, with respect to any Distribution Date prior to the Reserve Account Funding Date, $0, and
on or after the Reserve Account Funding Date, an amount equal to (a) 0.50% of the Invested Amount as of the preceding Distribution Date (after giving effect to all changes therein on such date), or (b) any other amount designated by the Sellers,
provided that, if such designation is of a lesser amount, the Sellers (i) shall have received written notice from each Rating Agency that such designation will not have a Ratings Effect and shall have delivered copies of each such written notice to
the Servicer and the Trustee, and (ii) shall have delivered to the Trustee a certificate of an authorized officer to the effect that, based on the facts known to such officer at such time, in the reasonable belief of the Sellers, such designation
will not cause a Pay Out Event or an event that, after the giving of notice or the lapse of time, would cause a Pay Out Event, to occur with respect to Series 2001-5.

            “Reserve Account” shall have the meaning specified in Section 4.11(a).

            “Reserve Account Funding Date” shall mean the Distribution Date with respect to the Monthly Period which commences 12 months prior to
the Monthly Period which as of the related Determination Date is scheduled to commence the Accumulation Period in accordance with Section 4.03(f) provided that the Sellers may delay the Reserve Account Funding Date to the Distribution Date with
respect to the Monthly Period which occurs not later than the number of months prior to the scheduled commencement date of the Accumulation Period determined in accordance with the following schedule:


	
Portfolio Adjusted Yield

	
Number of Months


(rounded up to nearest whole number)


	
Less than 2%

	
12 


	
2% or more, but less than 3%

	
 6 


	
3% or more, but less than 4%

	
 4 


	
4% or more

	
 3 





            “Reserve Account Surplus” shall mean, as of any date of determination, the amount, if any, by which the amount on deposit in the
Reserve Account exceeds the Required Reserve Account Amount.

            “Reserve Draw Amount” shall have the meaning specified in Section 4.11(c).

14




            “Revolving Period” shall mean the period beginning at the close of business on the Cut-Off Date and ending on the earlier of (a) the
close of business on the day the Accumulation Period commences and (b) the close of business on the day the Early Amortization Period commences.

            “Series 2001-5” shall mean the Series of Investor Certificates, the terms of which are specified in this Supplement, and shall include
the Class A Certificates, the Class B Certificates and the Collateral Interest.

            “Series 2001-5 Certificateholder” shall mean a Class A Certificateholder or a Class B Certificateholder.

            “Series 2001-5 Certificate” shall mean a Class A Certificate or a Class B Certificate.

            “Series 2001-5 Holder” shall mean a Class A Certificateholder, a Class B Certificateholder or a Collateral Interest Holder.

            “Series 2001-5 Interests” shall mean the Class A Certificates, the Class B Certificates and the Collateral Interest.

            “Servicer Interchange” shall mean, for any Monthly Period, the product of (a) the Floating Allocation Percentage for such Monthly
Period and (b) the portion of Collections of Finance Charge Receivables allocated to the Series 2001-5 Certificates and the Collateral Interest with respect to such Monthly Period that is attributable to Interchange; provided, however,
that Servicer Interchange for a Monthly Period shall not exceed one-twelfth of the product of (i) the Servicing Base Amount as of the last day of such Monthly Period and (ii) 0.75%.

            “Servicing Base Amount” shall have the meaning specified in Section 3.01.

            “Servicing Fee Rate” shall mean 2.00%.

            “Special Payment Date” shall mean each Distribution Date with respect to the Early Amortization Period.

            “Telerate Page 3750” shall mean the display page currently so designated on the Bridge Telerate Market Report (or such other page as
may replace that page on that service for the purpose of displaying comparable rates or prices).

            “Termination Date” shall mean the June 2009 Distribution Date.

            “Transfer” shall have the meaning specified in subsection 10.07(a).

            “Transfer Agreement” shall mean the Transfer and Administration Agreement, dated as of August 22, 2001, among Capital One Bank, as
transferor and administrator, Capital One, F.S.B., as transferor, and Capital One Secured Note Trust 2001-5, as amended or modified from time to time, relating to the transfer of the Collateral Interest.

15




            “Variable Accumulation Series” shall mean each outstanding Series, other than any Variable Funding Series, for which, pursuant to the
terms of the related Supplement, at the time a determination is made pursuant to Section 4.03(f), the commencement date of the Accumulation Period may be changed.

            “Variable Funding Series” shall mean any Series designated in the related Supplement as a Variable Funding Series.

            (b) Notwithstanding anything to the contrary in this Supplement or the Agreement, the term “Rating Agency” shall mean, whenever used in this
Supplement or the Agreement with respect to Series 2001-5, Moody's and Standard & Poor's and Fitch. As used in this Supplement and in the Agreement with respect to Series 2001-5, “highest investment ratings category” shall mean (i) in
the case of Standard & Poor's, A-1+, AAA, AAAm or AAAm-G, as applicable, (ii) in the case of Moody's, P-1 or Aaa, as applicable and (iii) in the case of Fitch, if rated by Fitch, F1+ or AAA, as applicable.


            (c) Notwithstanding any provision of the Agreement or this Supplement, the term “Paying Agent” when used in the Agreement or this Supplement
with respect to Series 2001-5, shall mean, the Paying Agent specified pursuant to the Agreement, and any successor paying agents with respect to the Class A Certificates, the Class B Certificates and the Collateral Interest as the Sellers may
appoint from time to time in accordance with the provisions of the Pooling and Servicing Agreement.


            (d) All capitalized terms used herein and not otherwise defined herein have the meanings ascribed to them in the Agreement. 


            (e) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Supplement shall refer to
this Supplement as a whole and not to any particular provision of this Supplement; references to any Article, Section or Exhibit are references to Articles, Sections and Exhibits in or to this Supplement unless otherwise specified; and the term
“including” means “including without limitation.”


            

Section 2.02. Amendment to Section 2.08 of the Agreement. Section 2.08(c)(i) of the Agreement is hereby amended and
restated in its entirety to read as follows:


            (c) Automatic Additional Accounts. (i) Each Seller may from time to time, at its sole discretion, subject to and in compliance with the
limitations specified in clause (ii) below and the applicable conditions specified in paragraph (d) below, designate Eligible Accounts to be included as Accounts as of the applicable Additional Cut-Off Date. For purposes of this paragraph, Eligible
Accounts shall be deemed to include only consumer revolving credit card accounts or other consumer revolving credit accounts which (x) are originated by such Seller or any Affiliate of such Seller, (y) are of a type included as Initial Accounts or
which have previously been included in any Addition which has been effected in accordance with all of the conditions specified in paragraph (d) below and (z) have a designation other than “Associate 20,” “Associate 21,”
“Associate 42,” “Associate 45,” “Associate 46,” “Associate 54,” “Associate 55,” “Associate 77,” “Associate 79,” “Associate 87,” “Associate 91,” “Associate
100,”“Associate 101,” “Associate 102,” “Associate 103,” “Associate 104,” “Associate 105,” “Associate 106,” “Associate 107,” “Associate 108,” “Associate
109,” “Associate 120” “Associate 121,” “Associate 122,” “Associate 123,” “Associate 195,” “Associate 196,” “Associate 197,” “Associate 198,”

16





“Associate 199,” “Associate 289,” “Associate 290,”“Associate 291,” “Associate 292,” “Associate 293,” “Associate 294,” “Associate 295,”
“Associate 296,” “Associate 297,” “Associate 298,” “Associate 299,” “Associate 302,” “Associate 303,” “Associate 308,”“Associate 309,” “Associate 310,”
“Associate 311 ” “Associate 312,” “Associate 313,” “Associate 314,” “Associate 332,” “Associate 333,” “Associate 336,” “Associate 337,” “Associate 407,”
“Associate 408,” “Associate 409,” “Associate 410,” “Associate 411,” “Associate 412,” “Associate 413,” “Associate 414,” “Associate 415,” “Associate 416,”
“Associate 417,” “Associate 432,”“Associate 433,” “Associate 439,” “Associate 440,” “Associate 570,” “Associate 571,” “Associate 572,” “Associate 573,”
“Associate 574,” “Associate 575,” “Associate 576,” “Associate 577,” “Associate 578,” “Associate 579,” “Associate 770,” “Associate 771,” “Associate 772,”
“Associate 773,” “Associate 774,” “Associate 775,” “Associate 776,” “Associate 777,” “Associate 778” or “Associate 779” marketing programs in such Seller's credit card master
file.


ARTICLE III




Servicer and Trustee 


            

Section 3.01. Servicing Compensation. The share of the Servicing Fee allocable to the Series 2001-5 Certificateholders
and the Collateral Interest Holder with respect to any Distribution Date (the “Monthly Servicing Fee”) shall be equal to one-twelfth of the product of (a) the Servicing Fee Rate and (b) the Adjusted Invested Amount, if any, as of the last
day of the Monthly Period preceding such Distribution Date (the amount calculated pursuant to this clause (b) is referred to as the “Servicing Base Amount”); provided, however, with respect to the first Distribution Date, the
Monthly Servicing Fee (the “Initial Servicing Fee”) shall be equal to $500,000. On each Distribution Date, but only if a Seller or The Bank of New York is the Servicer, Servicer Interchange with respect to the related Monthly Period that
is on deposit in the Collection Account shall be withdrawn from the Collection Account and paid to the Servicer in payment of a portion of the Monthly Servicing Fee with respect to such Monthly Period. In the case of any insufficiency of Servicer
Interchange on deposit in the Collection Account, a portion of the Monthly Servicing Fee with respect to such Monthly Period will not be paid to the extent of such insufficiency of Servicer Interchange. The share of the Monthly Servicing Fee
allocable to the Class A Certificateholders (after giving effect to the distribution of Servicer Interchange, if any, to the Servicer) with respect to any Distribution Date (the “Class A Servicing Fee”) shall be equal to one-twelfth of the
product of (a) the Class A Floating Percentage, (b) the Net Servicing Fee Rate and (c) the Servicing Base Amount; provided, however, that with respect to the first Distribution Date, the Class A Servicing Fee shall be equal to
$264,062.50. The share of the Monthly Servicing Fee allocable to the Class B Certificateholders (after giving effect to the distribution of Servicer Interchange, if any, to the Servicer) with respect to any Distribution Date (the “Class B
Servicing Fee”) shall be equal to one-twelfth of the product of (a) the Class B Floating Percentage, (b) the Net Servicing Fee Rate and (c) the Servicing Base Amount; provided, however, that with respect to the first Distribution
Date, the Class B Servicing Fee shall be equal to $24,218.75. The share of the Monthly Servicing Fee allocable to the Collateral Interest Holder (after giving effect to the distribution of Servicer Interchange, if any, to the Servicer) with respect
to such Distribution Date (the “Collateral Servicing Fee”) shall be equal to

17




 one-twelfth of the product of (c) the Collateral Floating Percentage, (b) the Net Servicing Fee Rate and (c) the Servicing Base Amount; provided, however, that with respect to the first Distribution
Date, the Collateral Servicing Fee shall be equal to $24,218.75. The remainder of the Servicing Fee shall be paid by the Sellers or the Certificateholders of other Series (as provided in the related Supplements) and in no event shall the Trust, the
Trustee, the Series 2001-5 Certificateholders or the Collateral Interest Holder be liable for the share of the Servicing Fee to be paid by the Sellers or the Certificateholders of any other Series. The (i) Class A Servicing Fee shall be payable to
the Servicer solely to the extent amounts are available for distribution in respect thereof pursuant to Section 4.05(a)(ii), 4.07(a) or 4.08(a); (ii) Class B Servicing Fee shall be payable solely to the extent amounts are available for distribution
in respect thereof pursuant to Section 4.05(b)(iii), 4.07(c) or 4.08(b); and (iii) Collateral Servicing Fee shall be payable solely to the extent amounts are available for distribution in respect thereof pursuant to Section 4.05(c)(i) or
4.07(f).


ARTICLE IV





Rights of Series 2001-5 Certificateholders and


Collateral Interest Holder and


Allocation and Application of Collections 


            

Section 4.01. Collections and Allocations. The Servicer will apply,
or will instruct the Trustee to apply, all Collections and other funds on deposit in the Collection Account that are allocated to the Series 2001-5 Certificates and the Collateral Interest as described in this Article IV.


           

 Section 4.02. Determination of Monthly Interest. 

            (a) The amount of monthly interest (“Class A Monthly Interest”)
distributable from the Collection Account with respect to the Class A Certificates on any Distribution Date shall be an amount equal to one-twelfth of the product of (i) the Class A Certificate Rate and (ii) the outstanding principal balance of
the Class A Certificates as of the preceding Record Date; provided, however, that, with respect to the first Distribution Date, Class A Monthly Interest shall be $2,861,263.89.


            On the Determination Date preceding each Payment Date, the Servicer shall determine the excess, if any (the “Class A Interest Shortfall”), of
(x) the Class A Monthly Interest for the Interest Period applicable to such Payment Date over (y) the aggregate amount of funds allocated and available to pay such Class A Monthly Interest on such Payment Date. If the Class A Interest
Shortfall with respect to any Payment Date is greater than zero, an additional amount (“Class A Additional Interest”) equal to one-twelfth of the product of (i) the Class A Penalty Rate and (ii) such Class A Interest Shortfall (or the
portion thereof which has not been paid to Class A Certificateholders) shall be payable as provided herein with respect to the Class A Certificates on each Distribution Date following such Payment Date to and including the Payment Date on which such
Class A Interest Shortfall is paid to Class A Certificateholders. Notwithstanding anything to the contrary herein, Class A Additional Interest shall be payable or distributed to Class A Certificateholders only to the extent permitted by applicable
law.

18





            (b) The amount of monthly interest (“Class B Monthly Interest”)
distributable from the Collection Account with respect to the Class B Certificates on any Distribution Date shall be an amount equal to the product of (i) a fraction, the numerator of which is the actual number of days in the period from and
including the preceding Distribution Date to but excluding such Distribution Date and the denominator of which is 360, (ii) the Class B Certificate Rate for the related Interest Period and (iii) the outstanding principal balance of the Class B
Certificates as of the preceding Record Date; provided, however, that, with respect to the first Distribution Date, Class B Monthly Interest shall be $221,650.


            On the Determination Date preceding each Payment Date, the Servicer shall determine the excess, if any (the “Class B Interest Shortfall”), of
(x) the Class B Monthly Interest for the Interest Period applicable to such Payment Date over (y) the aggregate amount of funds allocated and available to pay such Class B Monthly Interest on such Payment Date. If the Class B Interest
Shortfall with respect to any Payment Date is greater than zero, an additional amount (“Class B Additional Interest”) equal to the product of (i) a fraction, the numerator of which is the actual number of days from and including the
preceding Distribution Date to but excluding such Distribution Date and the denominator of which is 360, (ii) the Class B Penalty Rate and (iii) such Class B Interest Shortfall (or the portion thereof which has not been paid to Class B
Certificateholders) shall be payable as provided herein with respect to the Class B Certificates on each Distribution Date following such Payment Date to and including the Payment Date on which such Class B Interest Shortfall is paid to Class B
Certificateholders. Notwithstanding anything to the contrary herein, Class B Additional Interest shall be payable or distributed to Class B Certificateholders only to the extent permitted by applicable law.

            (c) The amount of monthly interest (“Collateral Minimum Monthly
Interest”) distributable from the Collection Account with respect to the Collateral Interest on any Distribution Date shall be an amount equal to the product of (i) the Collateral Interest Minimum Rate in effect for the related Interest Period,
(ii) a fraction, the numerator of which is the actual number of days from and including the preceding Distribution Date to but excluding such Distribution Date and the denominator of which is 360 and (iii) the outstanding principal balance of the
Collateral Interest as of the preceding Record Date; provided, however, that, with respect to the first Distribution Date, Collateral Minimum Monthly Interest shall be equal to the interest accrued on the Collateral Initial Invested
Amount at the Collateral Interest Minimum Rate for the period from the Closing Date to but excluding the initial Distribution Date.

            On the Determination Date preceding each Distribution Date, the Servicer shall determine the excess, if any (the “Collateral Interest
Shortfall”), of (x) the Collateral Minimum Monthly Interest for such Distribution Date over (y) the aggregate amount of funds allocated and available to pay such Collateral Minimum Monthly Interest on such Distribution Date. If the
Collateral Interest Shortfall for any Distribution Date is greater than zero, an additional amount (“Collateral Additional Interest”) equal to the product of (i) a fraction, the numerator of which is the actual number of days from and
including the preceding Distribution Date to but excluding such Distribution Date and the denominator of which is 360, (ii) the Collateral Interest Minimum Rate in effect for the related Interest Period and (iii) such Collateral Interest Shortfall
(or the portion thereof which has not been paid to the Collateral Interest Holder) shall be payable as provided herein with respect to the Collateral Interest on each Distribution Date following such Distribution Date to and including the
Distribution Date on which such Collateral Interest Shortfall is paid to the Collateral Interest Holder. Notwithstanding anything to the contrary herein, Collateral Additional Interest

19




 shall be payable or distributed to the Collateral Interest Holder only to the extent permitted by applicable law.


            

Section 4.03. Determination of Monthly Principal; Series 2001-5 Accounts.


            (a) The amount of monthly principal (“Class A Monthly Principal”) distributable from the Collection Account with respect to the Class A
Certificates on each Distribution Date, beginning with the first to occur of (i) the first Special Payment Date, if any, and (ii) the first Distribution Date with respect to the Accumulation Period, shall be equal to the least of (x) the Available
Investor Principal Collections on deposit in the Collection Account with respect to such Distribution Date, (y) for each Distribution Date with respect to the Accumulation Period (and on or prior to the Expected Final Payment Date), the Controlled
Deposit Amount for such Distribution Date and (z) the Class A Adjusted Invested Amount on such Distribution Date.


            (b) The amount of monthly principal (“Class B Monthly Principal”) distributable from the Collection Account with respect to the Class B
Certificates on each Distribution Date, beginning with the first to occur of (i) the first Special Payment Date, if any, on which the Class A Invested Amount is paid in full, and (ii) the first Distribution Date with respect to the Accumulation
Period on which the Principal Funding Account Balance is at least equal to the Class A Invested Amount, shall be equal to the least of (x) the Available Investor Principal Collections on deposit in the Collection Account with respect to such
Distribution Date (minus the portion of such Available Investor Principal Collections applied to Class A Monthly Principal with respect to such Distribution Date), (y) for each Distribution Date with respect to the Accumulation Period, the
Controlled Deposit Amount for such Distribution Date (minus the Class A Monthly Principal with respect to such Distribution Date) and (z) the Class B Adjusted Invested Amount on such Distribution Date.


            (c) The amount of monthly principal (“Collateral Monthly Principal”) distributable from the Collection Account with respect to the Collateral
Interest on each Distribution Date, beginning with the first to occur of (i) the first Special Payment Date, if any, on which the Class B Invested Amount is paid in full, and (ii) the first Distribution Date with respect to the Accumulation Period
on which the Principal Funding Account Balance is at least equal to the sum of the Class A Invested Amount and the Class B Invested Amount, shall be equal to the least of (x) the Available Investor Principal Collections on deposit in the Collection
Account with respect to such Distribution Date (minus the portion of such Available Investor Principal Collections applied to Class A Monthly Principal and Class B Monthly Principal with respect to such Distribution Date), (y) for each Distribution
Date with respect to the Accumulation Period, the Controlled Deposit Amount for such Distribution Date (minus the Class A Monthly Principal and Class B Monthly Principal with respect to such Distribution Date) and (z) the Collateral Adjusted
Invested Amount on such Distribution Date.


            (d) (i) The Servicer, for the benefit of the Series 2001-5 Holders, shall establish and maintain in the name of the Trustee, on behalf of the Trust, an
Eligible Deposit Account (the “Principal Funding Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of Series 2001-5 Holders. The Principal Funding Account shall initially be
established with The Bank of New York.

20





            (ii) At the direction of the Servicer, funds on deposit in the Principal Funding Account shall be invested by the Trustee in Eligible Investments
selected by the Servicer. All such Eligible Investments shall be held by the Trustee for the benefit of the Series 2001-5 Holders; provided that on each Distribution Date all interest and other investment income (net of losses and investment
expenses) (“Principal Funding Investment Proceeds”) on funds on deposit therein shall be applied as set forth in paragraph (iii) below. Funds on deposit in the Principal Funding Account shall be invested in Eligible Investments that will
mature so that such funds will be available at the close of business on the Transfer Date preceding the following Distribution Date. The Trustee shall (i) hold each Eligible Investment that constitutes investment property through a securities
intermediary, which securities intermediary shall agree with the Trustee that (A) such investment property shall at all times be credited to a securities account of the Trustee, (B) such securities intermediary shall treat the Trustee as entitled to
exercise the rights that comprise each financial asset credited to such securities account, (C) all property credited to such securities account shall be treated as a financial asset, (D) such securities intermediary shall comply with entitlement
orders originated by the Trustee without the further consent of any other person or entity, (E) such securities intermediary shall not agree with any person or entity other than the Trustee to comply with entitlement orders originated by such other
person or entity, (F) such securities intermediary waives any lien on, security interest in, or right of set-off with respect to any property credited to such securities account, and (G) such agreement shall be governed by the laws of the State of
New York; and (ii) maintain possession of each other Eligible Investment not described in clause (i) above in the State of New York. Terms used in clause (i) above that are defined in the New York UCC and not otherwise defined herein shall have the
meaning set forth in the New York UCC. No Eligible Investment shall be disposed of prior to its maturity. Unless the Servicer directs otherwise, funds deposited in the Principal Funding Account on a Transfer Date (which immediately precedes a
Payment Date) upon the maturity of any Eligible Investments are not required to be invested overnight.


            (iii) On each Distribution Date with respect to the Accumulation Period, the Servicer shall direct the Trustee to withdraw from the Principal Funding
Account and deposit into the Collection Account all Principal Funding Investment Proceeds then on deposit in the Principal Funding Account and such Principal Funding Investment Proceeds shall be treated as a portion of Class A Available Funds, Class
B Available Funds and Collateral Available Funds.


            (iv) Reinvested interest and other investment income on funds deposited in the Principal Funding Account shall not be considered to be principal amounts
on deposit therein for purposes of this Supplement.



            (e) (i) The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Principal Funding Account and in all
proceeds thereof. The Principal Funding Account shall be under the sole dominion and control of the Trustee for the benefit of the Series 2001-5 Holders. If, at any time, the Principal Funding Account ceases to be an Eligible Deposit Account, the
Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Principal Funding Account meeting the conditions specified in


21




paragraph (d)(i) above as an Eligible Deposit Account and shall transfer any cash and/or any investments to such new Principal Funding Account.


            (ii) Pursuant to the authority granted to the Servicer in Section 3.01(b) of the Agreement, the Servicer shall have the power, revocable by the Trustee,
to make withdrawals and payments or to instruct the Trustee to make withdrawals and payments from the Principal Funding Account for the purposes of carrying out the Servicer's or Trustee's duties hereunder. Pursuant to the authority granted to the
Paying Agent in Section 5.01 of this Supplement and Section 6.07 of the Agreement, the Paying Agent shall have the power, revocable by the Trustee, to withdraw funds from the Principal Funding Account for the purpose of making distributions to the
Series 2001-5 Holders.



            (f) The Accumulation Period is scheduled to commence at the close of business on the last day of the July 2005 Monthly Period; provided,
however, that if the Accumulation Period Length on any Determination Date (determined as described below) is less than twelve (12) months, upon notice to the Trustee, the Sellers and each Rating Agency, the Servicer, at its option, may elect
to modify the date on which the Accumulation Period actually commences to the last Business Day of any month that precedes the month that is the number of months prior to the Expected Final Payment Date equal to the Accumulation Period Length;
provided, however, that (i) the length of the Accumulation Period will not be less than one month; and (ii) notwithstanding any other provision of this Supplement to the contrary, no election to postpone the commencement of the
Accumulation Period shall be made after a Pay Out Event (as defined in the related Supplement) shall have occurred and is continuing with respect to any other Series. On each Determination Date, the Servicer will determine the “Accumulation
Period Length” which will equal the number of months such that the Accumulation Period Amount for the Monthly Period immediately preceding the Expected Final Payment Date, when aggregated with the Accumulation Period Amounts for each preceding
Monthly Period, will equal or exceed the Initial Invested Amount. Any notice by the Servicer electing to modify the commencement of the Accumulation Period pursuant to this subsection (f) shall specify (i) the Accumulation Period Length, (ii) the
commencement date of the Accumulation Period and (iii) the Controlled Accumulation Amount with respect to each Monthly Period during the Accumulation Period.


            

Section 4.04. Required Amount. 


            (a) With respect to each Distribution Date, on the related Determination Date, the Servicer shall determine the amount (the “Class A Required
Amount”), if any, by which (x) the sum of (i) Class A Monthly Interest for such Distribution Date, (ii) any Class A Outstanding Monthly Interest, (iii) any Class A Additional Interest for such Distribution Date and any Class A Outstanding
Additional Interest, (iv) the Class A Servicing Fee for such Distribution Date, (v) any Class A Servicing Fee previously due but not paid to the Servicer and (vi) the Class A Investor Default Amount, if any, for such Distribution Date exceeds (y)
the Class A Available Funds. In the event that the Class A Required Amount for such Distribution Date is greater than zero, the Servicer shall give written notice to the Trustee of such positive Class A Required Amount on the date of computation and
all or a portion of the Excess Spread and the Excess Finance 

22




Charges allocable to Series 2001-5 with respect to the related Monthly Period in an amount equal to the Class A Required Amount for such Distribution Date shall be distributed from the Collection Account on such Distribution
Date pursuant to Section 4.07(a). In the event that the Class A Required Amount for such Distribution Date exceeds the amount of Excess Spread and the amount of Excess Finance Charges allocable to Series 2001-5 with respect to the related Monthly
Period, all or a portion of the Reallocated Principal Collections with respect to such Monthly Period in an amount equal to such excess shall be distributed from the Collection Account on such Distribution Date pursuant to Section 4.08(a).


            (b) With respect to each Distribution Date, on the related Determination Date, the Servicer shall determine the amount (the “Class B Required
Amount”) equal to the sum of (x) the amount, if any, by which (A) the sum of (i) Class B Monthly Interest for such Distribution Date, (ii) any Class B Outstanding Monthly Interest, (iii) any Class B Additional Interest for such Distribution
Date and any Class B Outstanding Additional Interest, (iv) the Class B Servicing Fee for such Distribution Date and (v) any Class B Servicing Fee previously due but not paid to the Servicer exceeds (B) the Class B Available Funds and (y) the Class B
Investor Default Amount for such Distribution Date. In the event that the Class B Required Amount for such Distribution Date exceeds the portion of Excess Spread and Excess Finance Charges allocated to Series 2001-5 with respect to such Monthly
Period and not used to fund the Class A Required Amount, then a portion of the Reallocated Principal Collections with respect to such Monthly Period shall be distributed from the Collection Account on such Distribution Date pursuant to Section
4.08(b).


            

Section 4.05. Application of Class A Available Funds, Class B Available Funds, Collateral Available Funds and Available Investor Principal Collections. The Servicer shall apply (if a Seller is the Servicer and the Collection Account is maintained with such Seller) or shall cause the Trustee to apply, on each Distribution Date, Class A Available
Funds, Class B Available Funds, Collateral Available Funds, and Available Investor Principal Collections on deposit in the Collection Account with respect to such Distribution Date to make the following distributions:


                    (a) On each Distribution Date, an amount equal to the Class A Available Funds with respect to such
Distribution Date will be distributed in the following priority:


            (i) an amount equal to Class A Monthly Interest for such Distribution Date, plus the amount of any Class A Outstanding Monthly Interest,
plus the amount of any Class A Additional Interest for such Distribution Date and any Class A Outstanding Additional Interest, shall be distributed to the Paying Agent with respect to the Class A Certificates for payment to the Class A
Certificateholders;


            (ii) an amount equal to the Class A Servicing Fee for such Distribution Date, plus the amount of any Class A Servicing Fee previously due but not
distributed to the Servicer on a prior Distribution Date, shall be distributed to the Servicer (unless such amount has been netted against deposits to the Collection Account in accordance with Section 4.03 of the Agreement);


            (iii) an amount equal to the Class A Investor Default Amount for such Distribution Date shall be treated as a portion of Available Investor Principal
Collections for such Distribution Date; and


            (iv) the balance, if any, shall constitute Excess Spread and shall be allocated and distributed as set forth in Section 4.07.


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            (b) On each Distribution Date, an amount equal to the Class B Available Funds with respect to such Distribution Date will be distributed in the
following priority:


            (i) an amount equal to Class B Monthly Interest for such Distribution Date, plus the amount of any Class B Outstanding Monthly Interest,
plus the amount of any Class B Additional Interest for such Distribution Date and any Class B Outstanding Additional Interest, shall be distributed to the Paying Agent with respect to the Class B Certificates for payment to the Class B
Certificateholders;


            (ii) an amount equal to the Class B Servicing Fee for such Distribution Date, plus the amount of any Class B Servicing Fee previously due but not
distributed to the Servicer on a prior Distribution Date, shall be distributed to the Servicer (unless such amount has been netted against deposits to the Collection Account in accordance with Section 4.03 of the Agreement); and


            (iii) the balance, if any, shall constitute Excess Spread and shall be allocated and distributed as set forth in Section 4.07.



                   (c) On each Distribution Date, an amount equal to the Collateral Available Funds with respect to such
Distribution Date will be distributed in the following priority:


            (i) an amount equal to the Collateral Servicing Fee for such Distribution Date, plus the amount of any Collateral Servicing Fee previously due
but not distributed to the Servicer on a prior Distribution Date, shall be distributed to the Servicer (unless such amount has been netted against deposits to the Collection Account in accordance with Section 4.03 of the Agreement); and


            (ii) the balance, if any, shall constitute Excess Spread and shall be allocated and distributed as set forth in Section 4.07.



                   (d) On each Distribution Date with respect to the Revolving Period, an amount equal to the Available Investor
Principal Collections deposited in the Collection Account for the related Monthly Period shall be treated as Shared Principal Collections and applied in accordance with Section 4.04 of the Agreement.


                   (e) On each Distribution Date with respect to the Accumulation Period or the Early Amortization Period, an
amount equal to the Available Investor Principal Collections deposited in the Collection Account for the related Monthly Period will be distributed in the following priority:


            (i) an amount equal to Class A Monthly Principal for such Distribution Date, up to the Class A Adjusted Invested Amount on such Distribution Date, shall
be deposited in the Principal Funding Account or, if such Distribution Date is a Special Payment Date on which the Principal Funding Account Balance is zero, shall be distributed to the Paying Agent for payment to the Class A
Certificateholders;


24






            (ii) after giving effect to paragraph (i) above, an amount equal to Class B Monthly Principal for such Distribution Date, up to the Class B Adjusted
Invested Amount on such Distribution Date, shall be deposited in the Principal Funding Account or, if such Distribution Date is a Special Payment Date on which the Principal Funding Account Balance is zero, shall be distributed to the Paying Agent
for payment to the Class B Certificateholders;


            (iii) after giving effect to paragraphs (i) and (ii) above, an amount equal to Collateral Monthly Principal for such Distribution Date, up to the
Collateral Adjusted Invested Amount on such Distribution Date, shall be deposited in the Principal Funding Account or, if such Distribution Date is a Special Payment Date on which the Principal Funding Account Balance is zero, shall be distributed
to the Paying Agent for payment to the Collateral Interest Holder; and


            (iv) for each Distribution Date, after giving effect to paragraphs (i), (ii) and (iii) above, an amount equal to the balance, if any, of such Available
Investor Principal Collections then on deposit in the Collection Account shall be treated as Shared Principal Collections and applied in accordance with Section 4.04 of the Agreement.


            

Section 4.06. Defaulted Amounts; Investor Charge-Offs.


            (a) On each Determination Date, the Servicer shall calculate the Class A Investor Default Amount, if any, for the related Distribution Date. If, on any
Distribution Date, the Class A Required Amount for such Distribution Date exceeds the sum of (x) the amount of Reallocated Principal Collections with respect to the related Monthly Period and (y) the amount of Excess Spread and Excess Finance
Charges allocable to Series 2001-5 with respect to such Monthly Period, the Collateral Invested Amount will be reduced by the amount of such excess, but not by more than the excess of the Class A Investor Default Amount for the related Distribution
Date over the amount of Reallocated Principal Collections and the amount of Excess Spread and Excess Finance Charges used to fund the Class A Investor Default Amount for such Distribution Date. In the event that such reduction would cause the
Collateral Invested Amount to be a negative number, the Collateral Invested Amount will be reduced to zero and the Class B Invested Amount shall be reduced by the amount by which the Collateral Invested Amount would have been reduced below zero, but
not by more than the excess, if any, of the Class A Investor Default Amount for such Distribution Date over the amount of such reduction, if any, of the Collateral Invested Amount with respect to such Distribution Date and the amount of
Reallocated Principal Collections and the amount of Excess Spread and Excess Finance Charges used to fund the Class A Investor Default Amount for such Distribution Date. In the event that such reduction would cause the Class B Invested Amount to be
a negative number, the Class B Invested Amount shall be reduced to zero, and the Class A Invested Amount shall be reduced by the amount by which the Class B Invested Amount would have been reduced below zero, but not by more than the excess, if any,
of the Class A Investor Default Amount for such Distribution Date over the aggregate amount of the reductions, if any, of the Collateral Invested Amount and the Class B Invested Amount for such Distribution Date and the amount of Reallocated
Principal Collections and the amount of Excess Spread and Excess Finance Charges used to fund the Class A Investor Default Amount for such Distribution Date (a “Class A Investor Charge-Off”). Class A Investor Charge-Offs shall thereafter
be reimbursed and the Class A Invested Amount increased (but not by an amount in excess of the aggregate unreimbursed Class A Investor Charge-Offs) on any Distribution Date by the amount of 

25




Excess Spread and Excess Finance Charges allocated and available for that purpose pursuant to Section 4.07(b).


            (b) On each Determination Date, the Servicer shall calculate the Class B Required Amount, if any, for the related Distribution Date. If, on any
Distribution Date, the Class B Required Amount for such Distribution Date exceeds the sum of (x) the amount of Excess Spread and Excess Finance Charges allocated to Series 2001-5 with respect to the related Monthly Period which are not used to fund
the Class A Required Amount and Class A Investor Charge-Offs on the related Distribution Date and (y) the amount of Reallocated Principal Collections which are available to fund the Class B Required Amount on such Distribution Date pursuant to
Section 4.08(b), then the Collateral Invested Amount shall be reduced by the amount of such excess, but not by more than the excess of the Class B Investor Default Amount for such Distribution Date over the amount of Reallocated Principal
Collections and the amount of Excess Spread and Excess Finance Charges used to fund the Class B Investor Default Amount for such Distribution Date. In the event that such reduction would cause the Collateral Invested Amount to be a negative number,
the Collateral Invested Amount shall be reduced to zero, and the Class B Invested Amount shall be reduced by the amount by which the Collateral Invested Amount would have been reduced below zero, but not by more than the excess, if any, of the Class
B Investor Default Amount for such Distribution Date over the amount of such reduction, if any, of the Collateral Invested Amount with respect to such Distribution Date and the amount of Reallocated Principal Collections and the amount of
Excess Spread and Excess Finance Charges used to fund the Class B Investor Default Amount for such Distribution Date (a “Class B Investor Charge-Off”). Class B Investor Charge-Offs shall thereafter be reimbursed and the Class B Invested
Amount increased (but not by an amount in excess of the aggregate unreimbursed Class B Investor Charge-Offs) on any Distribution Date by the amount of Excess Spread and Excess Finance Charges allocated and available for that purpose pursuant to
Section 4.07(d).


            (c) If, on any Distribution Date, Reallocated Principal Collections for the related Monthly Period are applied pursuant to Section 4.08(a) or (b), the
Collateral Invested Amount shall be reduced by the amount of such Reallocated Principal Collections. In the event that such reduction would cause the Collateral Invested Amount to be a negative number, the Collateral Invested Amount shall be reduced
to zero, and the Class B Invested Amount shall be reduced by the amount by which the Collateral Invested Amount would have been reduced below zero.


            (d) If, on any Distribution Date, the Collateral Investor Default Amount exceeds the amount of Excess Spread and Excess Finance Charges available to
fund the Collateral Investor Default Amount pursuant to Section 4.07(g) on such Distribution Date, then the Collateral Invested Amount shall be reduced by the amount of such excess; provided, however, that the Collateral Invested
Amount shall not be reduced below zero.


            

Section 4.07. Excess Spread; Excess Finance Charges. The Servicer shall apply (if the Seller is the Servicer and the Collection Account is maintained with the Seller) or shall cause the Trustee to apply, on each Distribution Date, Excess Spread and Excess Finance Charges
allocated to Series 2001-5 with respect to the related Monthly Period, to make the following distributions in the following priority:


            (a) an amount equal to the Class A Required Amount, if any, with respect to such Distribution Date shall be distributed by the Trustee to fund any
deficiency pursuant to 

26




Sections 4.05(a)(i), (ii) and (iii); provided that in the event the Class A Required Amount for such Distribution Date exceeds the amount of Excess Spread and Excess Finance Charges
allocated to Series 2001-5, such Excess Spread and Excess Finance Charges shall be applied first to pay amounts due with respect to such Distribution Date pursuant to Section 4.05(a)(i), second to pay the Class A Servicing Fee pursuant to Section
4.05(a)(ii) and third to pay the Class A Investor Default Amount for such Distribution Date pursuant to Section 4.05(a)(iii);

            (b) an amount equal to the aggregate amount of Class A Investor Charge-Offs which have not been previously reimbursed as provided in Section 4.06(a)
(after giving effect to the allocation on such Distribution Date of any amount for that purpose pursuant to Section 4.06(a)) shall be treated as a portion of Available Investor Principal Collections for such Distribution Date;


            (c) an amount equal to the Class B Required Amount, if any, with respect to such Distribution Date shall be distributed by the Trustee (I) to fund any
deficiency pursuant to Sections 4.05(b)(i) and (ii) and (II) for application, up to the Class B Investor Default Amount, as a portion of Available Investor Principal Collections for such Distribution Date; provided that in the event the Class
B Required Amount for such Distribution Date exceeds the amount of Excess Spread and Excess Finance Charges allocated to Series 2001-5 and available to pay such amount pursuant to this clause (c), such Excess Spread and Excess Finance Charges shall
be applied first to pay amounts due with respect to such Distribution Date pursuant to Section 4.05(b)(i), second to pay the Class B Servicing Fee pursuant to Section 4.05(b)(ii) and third as a portion of Available Investor Principal Collections for
such Distribution Date pursuant to clause (II) above;


            (d) an amount equal to the aggregate amount by which the Class B Invested Amount has been reduced pursuant to clauses (c), (d) and (e) of the definition
of “Class B Invested Amount” in Section 2.01 of this Supplement (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) shall be treated as a portion of Available Investor Principal
Collections for such Distribution Date;


            (e) an amount equal to the sum of Collateral Minimum Monthly Interest for such Distribution Date, plus the amount of any Collateral Outstanding
Monthly Interest, plus the amount of any Collateral Additional Interest for such Distribution Date and any Collateral Outstanding Additional Interest shall be distributed to the Collateral Interest Holder; 


            (f) an amount equal to the Collateral Servicing Fee due but not paid to the Servicer either on such Distribution Date or a prior Distribution Date shall
be paid to the Servicer;


            (g) an amount equal to the Collateral Investor Default Amount for such Distribution Date shall be treated as a portion of Available Investor Principal
Collections with respect to such Distribution Date;


            (h) an amount equal to the aggregate amount by which the Collateral Invested Amount has been reduced pursuant to clause (c) of the definition of
“Collateral Invested

27




 Amount” (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) shall be treated as a portion of Available Investor Principal Collections with respect to such
Distribution Date;


            (i) on each Distribution Date from and after the Reserve Account Funding Date, but prior to the date on which the Reserve Account terminates as
described in Section 4.11(f), an amount up to the excess, if any, of the Required Reserve Account Amount over the Available Reserve Account Amount shall be deposited into the Reserve Account; and


            (j) the balance, if any, will be distributed to the Collateral Interest Holder.


           

 Section 4.08. Reallocated Principal Collections. The
Servicer shall apply (if a Seller is the Servicer and the Collection Account is maintained with such Seller) or shall cause the Trustee to apply on each Distribution Date Reallocated Principal Collections (applying all such Collections with respect
to the Collateral Invested Amount prior to applying any such Collections with respect to the Class B Invested Amount and applying no such Collections with respect to the Class B Invested Amount pursuant to clause (b) below) with respect to such
Distribution Date, to make the following distributions in the following priority:


            (a) an amount equal to the excess, if any, of (i) the Class A Required Amount, if any, with respect to such Distribution Date over (ii) the
amount of Excess Spread and Excess Finance Charges allocated to Series 2001-5 with respect to the related Monthly Period, shall be distributed by the Trustee to fund any deficiency pursuant to Sections 4.05(a)(i), (ii), (iii) and (iv);
provided that, in the event the Class A Required Amount for such Distribution Date exceeds the sum of the amount of Excess Spread and Excess Finance Charges allocated to Series 2001-5 and the amount of Reallocated Principal Collections for
the related Monthly Period, such Excess Spread and Excess Finance Charges allocated to Series 2001-5 and Reallocated Principal Collections shall be applied first to pay amounts due with respect to such Distribution Date pursuant to Section
4.05(a)(i), second to pay the Class A Servicing Fee pursuant to Section 4.05(a)(ii) and third to pay the Class A Investor Default Amount for such Distribution Date pursuant to Section 4.05(a)(iii); 


            (b) an amount equal to the excess, if any, of (i) the Class B Required Amount, if any, with respect to such Distribution Date over (ii) the
amount of Excess Spread and Excess Finance Charges to be allocated and available to the holders of the Class B Certificates pursuant to Section 4.07(c) on such Distribution Date, shall be distributed by the Trustee to fund any deficiency pursuant to
Sections 4.05(b)(i) and (ii) and Section 4.07(c)(II); provided that, in the event the Class B Required Amount for such Distribution Date exceeds the sum of the amount of Excess Spread and Excess Finance Charges to be allocated to the holders
of the Class B Certificates on such Distribution Date and the amount of Reallocated Principal Collections (other than Reallocated Principal Collections distributed pursuant to clause (a) above) for the related Monthly Period, such Excess Spread and
Excess Finance Charges and such Reallocated Principal Collections shall be applied first to pay the amounts due with respect to such Distribution Date pursuant to Section 4.05(b)(i), second to pay the Class B Servicing Fee pursuant to Section
4.05(b)(ii) and third to apply any remaining amount as a portion of Available Investor Principal Collections for such Distribution Date pursuant to Section 4.07(c)(II); and

28





            (c) the balance, if any, of such Reallocated Principal Collections shall be treated as a portion of Available Investor Principal Collections to be
applied in accordance with Sections 4.05(d) and (e). 


            

Section 4.09. Excess Finance Charges.
Series 2001-5 shall be included in Group One. Subject to Section 4.05 of the Agreement, Excess Finance Charges with respect to the Series in Group One for any Distribution Date will be allocated to Series 2001-5 in an amount equal to the product of
(x) the aggregate amount of Excess Finance Charges with respect to all the Series in Group One for such Distribution Date and (y) a fraction, the numerator of which is the Finance Charge Shortfall for Series 2001-5 for such Distribution Date and the
denominator of which is the aggregate amount of Finance Charge Shortfalls for all the Series in Group One for such Distribution Date. The amount of Excess Finance Charges for Series 2001-5 for any Distribution Date shall be specified in subsection
3.02(a)(v) of the Transfer Agreement. On each Distribution Date, the Trustee shall deposit into the Collection Account for application in accordance with Section 4.05 of the Agreement the aggregate amount of “Excess Finance Charges”
received by the Trustee pursuant to the Transfer Agreement on such date. The “Finance Charge Shortfall” for Series 2001-5 for any Distribution Date will be equal to the excess, if any, of (a) the full amount required to be paid, without
duplication, pursuant to Sections 4.05(a), 4.05(b) and 4.05(c) and Sections 4.07(a) through (i) on such Distribution Date over (b) the sum of (i) Class A Available Funds, (ii) Class B Available Funds and (iii) Collateral Available Funds, each
with respect to the related Monthly Period.


           

 Section 4.10. Shared Principal Collections. Subject to Section 4.04 of the Agreement, Shared Principal Collections for any Distribution Date will be allocated to Series 2001-5 in an amount equal to the product of (x) the aggregate amount of Shared Principal Collections
with respect to all Series for such Distribution Date and (y) a fraction, the numerator of which is the Principal Shortfall for Series 2001-5 for such Distribution Date and the denominator of which is the aggregate amount of Principal Shortfalls for
all the Series which are Principal Sharing Series for such Distribution Date. The “Principal Shortfall” for Series 2001-5 will be equal to (a) for any Distribution Date with respect to the Revolving Period, zero, (b) for any Distribution
Date with respect to the Accumulation Period, the excess, if any, of the Controlled Deposit Amount with respect to such Distribution Date, over the amount of Available Investor Principal Collections for such Distribution Date (excluding any
portion thereof attributable to Shared Principal Collections) and (c) for any Distribution Date with respect to the Early Amortization Period, the excess, if any, of the Invested Amount over the amount of Available Investor Principal
Collections for such Distribution Date (excluding any portion thereof attributable to Shared Principal Collections). 


            

Section 4.11. Reserve Account. 



            (a) The Servicer shall establish and maintain, in the name of the Trustee, on behalf of the Trust, for the benefit of the Series 2001-5 Holders, an
Eligible Deposit Account (the “Reserve Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2001-5 Holders. The Reserve Account shall initially be established with The
Bank of New York. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Reserve Account and in all proceeds thereof. The Reserve Account shall be under the sole dominion and control of the Trustee
for the benefit of the Series 2001-5 Holders.

29




 If at any time the Reserve Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each
Rating Agency may consent) establish a new Reserve Account meeting the conditions specified above as an Eligible Deposit Account, and shall transfer any cash and/or any investments to such new Reserve Account. The Trustee, at the direction of the
Servicer, shall (i) make withdrawals from the Reserve Account from time to time in an amount up to the Available Reserve Account Amount at such time, for the purposes set forth in this Supplement, and (ii) on each Distribution Date (from and after
the Reserve Account Funding Date) prior to the termination of the Reserve Account make a deposit into the Reserve Account in the amount specified in, and otherwise in accordance with, Section 4.07(i).


            (b) Funds on deposit in the Reserve Account shall be invested at the direction of the Servicer by the Trustee in Eligible Investments. Funds on deposit
in the Reserve Account on any Transfer Date, after giving effect to any withdrawals from the Reserve Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or
prior to the following Transfer Date. The Trustee shall (i) hold each Eligible Investment that constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Trustee that (A) such investment
property shall at all times be credited to a securities account of the Trustee, (B) such securities intermediary shall treat the Trustee as entitled to exercise the rights that comprise each financial asset credited to such securities account, (C)
all property credited to such securities account shall be treated as a financial asset, (D) such securities intermediary shall comply with entitlement orders originated by the Trustee without the further consent of any other person or entity, (E)
such securities intermediary shall not agree with any person or entity other than the Trustee to comply with entitlement orders originated by such other person or entity, (F) such securities intermediary waives any lien on, security interest in, or
right of set-off with respect to any property credited to such securities account, and (G) such agreement shall be governed by the laws of the State of New York; and (ii) maintain possession of each other Eligible Investment not described in clause
(i) above in the State of New York. Terms used in clause (i) above that are defined in the New York UCC and not otherwise defined herein shall have the meaning set forth in the New York UCC. No Eligible Investment shall be disposed of prior to its
maturity. On each Distribution Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Distribution Date on funds on deposit in the Reserve Account shall be retained in the Reserve Account (to the extent
that the Available Reserve Account Amount is less than the Required Reserve Account Amount) and the balance, if any, shall be deposited in the Collection Account and treated as Collections of Finance Charge Receivables allocable to Series 2001-5.
For purposes of determining the availability of funds or the balance in the Reserve Account for any reason under this Supplement, except as otherwise provided in the preceding sentence, investment earnings on such funds shall be deemed not to be
available or on deposit.


            (c) On the Determination Date preceding each Distribution Date with respect to the Accumulation Period and the first Special Payment Date, the Servicer
shall calculate the “Reserve Draw Amount” which shall be equal to the sum of the excesses, if any, identified in subsections 4.11(d)(i), (ii) and (iii); provided that such amount will be reduced to the extent that funds otherwise
would be available for deposit in the Reserve Account under Section 4.07(i) with respect to such Distribution Date or Special Payment Date.

30





            (d) In the event that for any Distribution Date the Reserve Draw Amount is greater than zero, the Reserve Draw Amount, up to the Available Reserve
Account Amount, shall be withdrawn from the Reserve Account on the related Distribution Date by the Trustee (acting in accordance with the instructions of the Servicer), deposited into the Collection Account and applied in the following
priority:


            (i) an amount up to the excess, if any, of (x) an amount equal to that portion of the Covered Amount computed pursuant to clause (a) of the definition
of Covered Amount over (y) an amount equal to that portion of the Class A Available Funds computed pursuant to clause (a) of the definition of Class A Available Funds shall be included as Class A Available Funds; and


            (ii) an amount up to the excess, if any, of (x) an amount equal to that portion of the Covered Amount computed pursuant to clause (b) of the definition
of Covered Amount over (y) an amount equal to that portion of the Class B Available Funds computed pursuant to clause (a) of the definition of Class B Available Funds shall be treated as Class B Available Funds; and


            (iii) on and after the Distribution Date on which the Principal Funding Account Balance equals the sum of the Class A Invested Amount and the Class B
Invested Amount, an amount up to the excess, if any, of (x) an amount equal to that portion of the Covered Amount computed pursuant to clause (c) of the definition of Covered Amount over (y) an amount equal to the aggregate amount of Excess Spread
and Excess Finance Charge Collections allocated to Series 2001-5 with respect to such Distribution Date or Special Payment Date available after application in accordance with subsections 4.07(a) through (d) shall be distributed to the Collateral
Interest Holder. 



            (e) In the event that the Reserve Account Surplus on any Distribution Date, after giving effect to all deposits to and withdrawals from the Reserve
Account with respect to such Distribution Date, is greater than zero, the Trustee, acting in accordance with the instructions of the Servicer, shall withdraw from the Reserve Account, and distribute to the Collateral Interest Holder, an amount equal
to such Reserve Account Surplus.


            (f) Upon the earliest to occur of (i) the termination of the Trust pursuant to Article XII of the Agreement, (ii) the day on which the Invested Amount
is paid in full to the Class A Certificateholders, the Class B Certificateholders and the Collateral Interest Holder, (iii) if the Accumulation Period has not commenced, the occurrence of a Pay Out Event with respect to Series 2001-5 and (iv) if the
Accumulation Period has commenced, the earlier of the first Special Payment Date and the Expected Final Payment Date, the Trustee, acting in accordance with the instructions of the Servicer, after the prior payment of all amounts owing to the Series
2001-5 Certificateholders which are payable from the Reserve Account as provided herein, shall withdraw from the Reserve Account and distribute to the Collateral Interest Holder all amounts, if any, on deposit in the Reserve Account and the Reserve
Account shall be deemed to have terminated for purposes of this Supplement.


ARTICLE V





Distributions and Reports to Series 2001-5 Certificateholders

31




            

Section 5.01. Distributions. 


            (a) On each Payment Date, the Paying Agent shall distribute to each Class A Certificateholder of record on the related Record Date (other than as
provided in Section 12.02 of the Agreement) such Class A Certificateholder's pro rata share of the amounts that are allocated and available on such Payment Date to pay interest on the Class A Certificates pursuant to this
Supplement.


            (b) On each Special Payment Date and on the Expected Final Payment Date, the Paying Agent shall distribute to each Class A Certificateholder of record
on the related Record Date (other than as provided in Section 12.02 of the Agreement) such Class A Certificateholder's pro rata share of the amounts on deposit in the Principal Funding Account (in an amount not to exceed the Class A Invested
Amount) or otherwise held by the Paying Agent and which are allocated and available on such date to pay principal of the Class A Certificates pursuant to this Supplement up to a maximum amount on any such date equal to the Class A Invested Amount on
such date (unless there has been an optional repurchase of the Certificateholders' Interest with respect to Series 2001-5 pursuant to Section 10.01 of the Agreement, in which event the foregoing limitation will not apply).


            (c) On each Payment Date, the Paying Agent shall distribute to each Class B Certificateholder of record on the related Record Date (other than as
provided in Section 12.02 of the Agreement) such Class B Certificateholder's pro rata share of the amounts that are allocated and available on such Payment Date to pay interest on the Class B Certificates pursuant to this
Supplement.


            (d) On each Special Payment Date, if any, commencing on the first Special Payment Date on which the Class A Invested Amount is paid in full and on the
Expected Final Payment Date, the Paying Agent shall distribute to each Class B Certificateholder of record on the related Record Date (other than as provided in Section 12.02 of the Agreement) such Class B Certificateholder's pro rata share
of the amounts on deposit in the Principal Funding Account in excess of the Class A Invested Amount (in an amount not to exceed the Class B Invested Amount) or otherwise held by the Paying Agent and which are allocated and available on such date to
pay principal of the Class B Certificates pursuant to this Supplement up to a maximum amount on any such date equal to the Class B Invested Amount on such date (unless there has been an optional repurchase of the Certificateholders' Interest with
respect to Series 2001-5 pursuant to Section 10.01 of the Agreement, in which event the foregoing limitation will not apply).


            (e) On each Payment Date, the Paying Agent shall distribute to each Collateral Interest Holder of record on the related Record Date (other than as
provided in Section 12.02 of the Agreement) such Collateral Interest Holder's pro rata share of the amounts that are allocated and available on such Payment Date to pay interest on the Collateral Interest pursuant to this
Supplement.


            (f) On each Special Payment Date, if any, commencing on the first Special Payment Date on which the Class B Invested Amount is paid in full and on the
Expected Final Payment Date, the Paying Agent shall distribute to each Collateral Interest Holder of record on the related Record Date such Collateral Interest Holder's pro rata share of the amounts on deposit in the Principal Funding Account
in excess of the sum of the Class A Invested Amount and the Class

32




 B Invested Amount (in an amount not to exceed the Collateral Invested Amount), held by the Paying Agent or otherwise allocated and available on such date to pay principal of the Collateral Interest pursuant to this
Supplement up to a maximum amount on any such date equal to the Collateral Invested Amount (unless there has been an optional repurchase of the Certificateholders' Interest with respect to Series 2001-5 pursuant to Section 10.01 of the Agreement, in
which event the foregoing limitation will not apply).


            (g) The distributions to be made pursuant to this Section 5.01 are subject to the provisions of Sections 2.06, 9.02, 10.01 and 12.02 of the Agreement
and Sections 8.01 and 8.02 of this Supplement.


            (h) Except as provided in Section 12.02 of the Agreement with respect to a final distribution, distributions to each Series 2001-5 Certificateholder
hereunder shall be made by check mailed to each Series 2001-5 Certificateholder at such Series 2001-5 Certificateholder's address appearing in the Certificate Register without presentation or surrender of any Series 2001-5 Certificate or the making
of any notation thereon; provided, however, that with respect to the Series 2001-5 Certificates registered in the name of a Clearing Agency, such distributions shall be made to such Clearing Agency in immediately available funds.
Distributions to each Collateral Interest Holder hereunder shall be made (i) by wire transfer in same day funds to an account at a bank or other depository institution located within the United States as shall have been designated by such Collateral
Interest Holder by notice in writing on or before the related Payment Date or (ii) in the absence of such designation, by check mailed to each Collateral Interest Holder at the address appearing in the Transfer Agreement.


            

Section 5.02. Reports and Statements to Series 2001-5 Certificateholders.  


            (a) On each Distribution Date, the Paying Agent, on behalf of the Trustee, shall make available for inspection upon request to each Series 2001-5 Holder
free of charge at the office of such Paying Agent a statement substantially in the form of Exhibit C prepared by the Servicer for a period of six months commencing on such Distribution Date. 


            (b) Not later than each Determination Date, the Servicer shall deliver to the Trustee, the Paying Agent and each Rating Agency (i) a statement
substantially in the form of Exhibit B prepared by the Servicer and (ii) a certificate of a Servicing Officer substantially in the form of Exhibit C.


            (c) On or before January 31 of each calendar year, beginning with the calendar year next succeeding the Closing Date, the Paying Agent, on behalf of the
Trustee, shall make available for inspection upon request to each Person who at any time during the preceding calendar year was a Series 2001-5 Holder free of charge at the office of such Paying Agents, a statement prepared by the Servicer
containing the information which is required to be contained in the statement to Series 2001-5 Holders, as set forth in paragraph (a) or (b) above, as applicable, aggregated for such calendar year or the applicable portion thereof during which such
Person was a Series 2001-5 Holder, together with other information as is required to be provided by an issuer of indebtedness under the Internal Revenue Code for a period of eighteen months commencing on February 1 of such calendar year. Such
obligation of the Servicer shall be deemed to have been satisfied to the extent that substantially comparable information shall be made available for

33




 inspection by the Paying Agent pursuant to any requirements of the Internal Revenue Code as from time to time in effect. 


ARTICLE VI




Additional Pay Out Events


            

Section 6.01. Additional Pay Out Events. If any one of the following events shall occur with respect
to the Series 2001-5 Certificates:


            (a) failure on the part of a Seller (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date
occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of such Seller set forth in the Agreement or this Supplement (including
the covenants of the Seller contained in Article IX of this Supplement), which failure has a material adverse effect on the Series 2001-5 Holders and which continues unremedied for a period of 60 days after the date on which written notice of such
failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by any Series 2001-5 Holder;


            (b) any representation or warranty made by a Seller in the Agreement or this Supplement, or any information contained in a computer file or microfiche
list required to be delivered by a Seller pursuant to Section 2.01 or 2.08(g) of the Agreement shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a
period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by any Holder of the Series 2001-5 Interests and as a
result of which the interests of the Series 2001-5 Holders are materially and adversely affected and continue to be materially and adversely affected for such period; provided, however, that a Pay Out Event pursuant to this Section
6.01(b) shall not be deemed to have occurred hereunder if the Seller has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period in accordance with the provisions of the Agreement;


            (c) a failure by a Seller to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day
on which it is required to convey such Receivables or Participation Interests pursuant to Section 2.08(a) of the Agreement or Section 9.02 of this Supplement;


            (d) any Servicer Default shall occur;


            (e) a Transfer Restriction Event shall occur;


            (f) the average Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average Base Rate for such three
Monthly Periods; or


            (g) the Invested Amount shall not be paid in full on the Expected Final Payment Date;

34





then, in the case of any event described in subparagraph (a), (b) or (d), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the holders of Investor Certificates (including the
Collateral Interest Holder) of Series 2001-5 evidencing more than 50% of the aggregate unpaid principal amount of Investor Certificates (including the Collateral Interest ) by notice then given in writing to the Sellers and the Servicer (and to the
Trustee if given by the holders of Investor Certificates (including the Collateral Interest Holder) of Series 2001-5) may declare that a Pay Out Event has occurred with respect to Series 2001-5 as of the date of such notice, and, in the case of any
event described in subparagraph (c), (e), (f) or (g) a Pay Out Event shall occur with respect to Series 2001-5 without any notice or other action on the part of the Trustee or holders of Investor Certificates (including the Collateral Interest
Holder) of Series 2001-5 immediately upon the occurrence of such event. 


ARTICLE VII




Optional Repurchase; Series Termination 


            

Section 7.01. Optional Repurchase. 


            (a) On any day occurring on or after the date on which the Invested Amount is reduced to 5% or less of the Initial Invested Amount, a Seller (so long as
such Seller is the Servicer or an Affiliate thereof) shall have the option to purchase the interest of the Series


2001-5 Holders, at a purchase price equal to (i) if such day is a Distribution Date, the Reassignment Amount for such Distribution Date or (ii) if such day is not a Distribution Date, the Reassignment Amount for the Distribution Date following such
day.


            (b) Such Seller shall give the Servicer and the Trustee at least 30 days prior written notice of the date on which such Seller intends to exercise such
purchase option. Not later than 12:00 noon, Richmond time, on such day that Seller shall deposit the Reassignment Amount into the Collection Account in immediately available funds. Such purchase option is subject to payment in full of the
Reassignment Amount. Following the deposit of the Reassignment Amount into the Collection Account in accordance with the foregoing, the Invested Amount for Series 2001-5 shall be reduced to zero and the Series 2001-5 Certificateholders and the
Collateral Interest Holder shall have no further interest in the Receivables. The Reassignment Amount shall be distributed as set forth in Section 8.01(b).


           

 Section 7.02. Series Termination. 


            (a) If, on the June 2009 Distribution Date, the Invested Amount (after giving effect to all changes therein on such Distribution Date) would be greater
than zero, the Servicer, on behalf of the Trustee, shall, within the 40-day period which begins on such Distribution Date, solicit bids for the sale of Principal Receivables and the related Finance Charge Receivables (or interests therein) in an
amount equal to the Invested Amount at the close of business on the last day of the Monthly Period preceding the Termination Date (after giving effect to all distributions required to be made on the Termination Date, except pursuant to this Section
7.02). Such bids shall require that such sale shall (subject to Section 7.02(b)) occur on the Termination Date. 

35





            (b) The Servicer, on behalf of the Trustee, shall sell such Receivables (or interests therein) on the Termination Date to the bidder who made the
highest cash purchase offer. The proceeds of any such sale shall be deposited in the Collection Account and treated as Collections on the Receivables allocated to the Series 2001-5 Holders pursuant to the Agreement and this Supplement;
provided, however, that the Servicer shall determine conclusively the amount of such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During the
period from the June 2009 Distribution Date to the Termination Date, the Servicer shall continue to collect payments on the Receivables and allocate and deposit such collections in accordance with the provisions of the Agreement and the
Supplements.


ARTICLE VIII




Final Distributions


            

Section 8.01. Sale of Receivables or Certificateholders' Interest pursuant to Section 2.06 or 10.01 of the
Agreement. 


            (a) Purchase Price. (i) The amount to be paid by a Seller with respect to Series 2001-5 in connection with a reassignment of Receivables to such
Seller pursuant to Section 2.06 of the Agreement shall equal the Reassignment Amount for the first Distribution Date following the Monthly Period in which the reassignment obligation arises under the Agreement.


            (ii) The amount to be paid by a Seller with respect to Series 2001-5 in connection with a repurchase of the Certificateholders' Interest pursuant to
Section 10.01 of the Agreement shall equal the sum of (x) the Reassignment Amount for the Distribution Date of such repurchase and (y) the sum of (A) the excess, if any, of (I) a price equivalent to the average of bids quoted on the Record Date
preceding the date of repurchase (or, if not a Business Day, on the next succeeding Business Day) by at least two recognized dealers selected by the Trustee at the written direction of the Servicer, for the purchase by such dealers of a security
which is similar to the Class A Certificates with a remaining maturity approximately equal to the remaining maturity of the Class A Certificates and rated by each Rating Agency in the rating category originally assigned to the Class A Certificates
over (II) the portion of the Reassignment Amount attributable to the Class A Certificates, (B) the excess, if any, of (I) a price equivalent to the average of bids quoted on such Record Date or, if not a Business Day, on the next succeeding
Business Day by at least two recognized dealers selected by the Trustee at the written direction of the Servicer, for the purchase by such dealers of a security which is similar to the Class B Certificates with a remaining maturity approximately
equal to the remaining maturity of the Class B Certificates and rated by each Rating Agency in the rating category originally assigned to the Class B Certificates over (II) the portion of the Reassignment Amount attributable to the Class B
Certificates and (C) the excess, if any, of (I) a price equivalent to the average of bids quoted on such Record Date or, if not a Business Day, on the next succeeding Business Day by at least two recognized dealers selected by the Trustee at the
written direction of the Servicer, for the purchase by such dealers of a security which is similar to the Notes (as defined in the Transfer Agreement) with a remaining maturity approximately equal to the remaining maturity of the Notes and rated by
each rating agency selected to rate the Notes in the rating


36






 category originally assigned to the Notes over (II) the portion of the Reassignment Amount attributable to the Collateral Interest.


            (b) Distributions Pursuant to Section 7.01 or 7.02 of this Supplement and Section 10.01 of the Agreement. With respect to the Reassignment Amount
deposited into the Collection Account pursuant to Section 7.01 or 8.01(a)(ii) or any amounts allocable to the Series 2001-5 Certificateholders' Interest deposited into the Collection Account pursuant to Section 7.02, the Trustee shall, not later
than 12:00 noon, Richmond time, on the related Distribution Date, make deposits or distributions of the following amounts (in the priority set forth below and, in each case, after giving effect to any deposits and distributions otherwise to be made
on such date) in immediately available funds: (i) (x) the Class A Invested Amount on such Distribution Date will be distributed to the Paying Agent for payment to the Class A Certificateholders and (y) an amount equal to the sum of (A) Class A
Monthly Interest for such Distribution Date, (B) any Class A Outstanding Monthly Interest and (C) the amount of Class A Additional Interest, if any, for such Distribution Date and any Class A Outstanding Additional Interest, will be distributed to
the Paying Agent for payment to the Class A Certificateholders, (ii) (x) the Class B Invested Amount on such Distribution Date will be distributed to the Paying Agent for payment to the Class B Certificateholders and (y) an amount equal to the sum
of (A) Class B Monthly Interest for such Distribution Date, (B) any Class B Outstanding Monthly Interest and (C) the amount of Class B Additional Interest, if any, for such Distribution Date and any Class B Outstanding Additional Interest, will be
distributed to the Paying Agent for payment to the Class B Certificateholders and (iii) any remaining amounts will be distributed to the Paying Agent for payment to the Collateral Interest Holder. Notwithstanding anything to the contrary
contained in this Supplement or the Agreement, the amount of any excess determined pursuant to paragraph (a)(ii)(y) shall be distributed to the Series 2001-5 Certificateholders.


            (c) Distributions Pursuant to Section 2.06 of the Agreement. With respect to any amounts deposited into the Collection Account pursuant to
Section 8.01(a)(i), the Trustee shall, not later than 12:00 noon, Richmond time, on the related Distribution Date, deposit the principal portion of such amounts that are allocable to the Series 2001-5 Holders into the Principal Funding
Account.


            (d) Notwithstanding anything to the contrary in this Supplement or the Agreement, all amounts distributed to the Paying Agent pursuant to Section
8.01(b) for payment to the Series 2001-5 Holders shall be deemed distributed in full to the Series 2001-5 Holders on the date on which such funds are distributed to the Paying Agent pursuant to this Section and shall be deemed to be a final
distribution pursuant to Section 12.02 of the Agreement. 


            

Section 8.02. Distribution of Proceeds of Sale, Disposition or Liquidation of the Receivables pursuant to Section 9.02 of the Agreement. 


            (a) Not later than 12:00 noon, Richmond time, on the Distribution Date following the date on which the Insolvency Proceeds are deposited into the
Collection Account pursuant to Section 9.02(b) of the Agreement, the Trustee shall (in the following priority and, in each case, after giving effect to any deposits and distributions otherwise to be made on such Distribution Date) (i) deduct an
amount equal to the Class A Invested Amount on such Distribution Date from the portion of the Insolvency Proceeds allocated to Collections of Principal Receivables and distribute such amount to the Paying Agent for payment to the Class A
Certificateholders, 

37




provided that the amount of such distribution shall not exceed the product of (x) the portion of the Insolvency Proceeds allocated to Collections of Principal Receivables and (y) the Principal Allocation Percentage with
respect to the related Monthly Period and (ii) deduct an amount equal to the Class B Invested Amount on such Distribution Date from the portion of the Insolvency Proceeds allocated to Collections of Principal Receivables and distribute such amount
to the Paying Agent for payment to the Class B Certificateholders, provided that the amount of such distribution shall not exceed (x) the product of (A) the portion of such Insolvency Proceeds allocated to Collections of Principal Receivables and
(B) the Principal Allocation Percentage with respect to the related Monthly Period minus (y) the amount distributed to the Paying Agent pursuant to clause (i) of this sentence. To the extent that the product of (A) the portion of the
Insolvency Proceeds allocated to Collections of Principal Receivables and (B) the Principal Allocation Percentage with respect to the related Monthly Period exceeds the aggregate amounts distributed to the Paying Agent pursuant to the preceding
sentence, the excess shall be distributed to the Paying Agent for payment to the Collateral Interest Holder on such Distribution Date.


            (b) Not later than 12:00 noon, Richmond time, on such Distribution Date, the Trustee shall (in the following priority and, in each case, after giving
effect to any deposits and distributions otherwise to be made on such Distribution Date) (i) deduct an amount equal to the sum of (w) Class A Monthly Interest for such Distribution Date, (x) any Class A Outstanding Monthly Interest and (y) the
amount of Class A Additional Interest, if any, for such Distribution Date and any Class A Outstanding Additional Interest, from the portion of the Insolvency Proceeds allocated to Collections of Finance Charge Receivables and distribute such amount
to the Paying Agent for payment to the Class A Certificateholders, provided that the amount of such distribution shall not exceed the product of (A) the portion of the Insolvency Proceeds allocated to Collections of Finance Charge Receivables, (B)
the Floating Allocation Percentage with respect to the related Monthly Period and (C) the Class A Floating Percentage with respect to such Monthly Period and (ii) deduct an amount equal to the sum of (w) Class B Monthly Interest for such
Distribution Date, (x) Class B Outstanding Monthly Interest and (y) the amount of Class B Additional Interest, if any, for such Distribution Date and any Class B Outstanding Additional Interest, from the portion of the Insolvency Proceeds allocated
to Collections of Finance Charge Receivables and distribute such amount to the Paying Agent for payment to the Class B Certificateholders, provided that the amount of such distribution shall not exceed the product of (A) the portion of the
Insolvency Proceeds allocated to Collections of Finance Charge Receivables, (B) the Floating Allocation Percentage with respect to the related Monthly Period and (C) the Class B Floating Percentage with respect to such Monthly Period. To the extent
that the product of (x) the portion of the Insolvency Proceeds allocated to Collections of Finance Charge Receivables and (y) the Floating Allocation Percentage with respect to the related Monthly Period exceeds the aggregate amount distributed to
the Paying Agent pursuant to the preceding sentence, the excess shall be distributed to the Paying Agent for payment to the Collateral Interest Holder on such Distribution Date.


            (c) Notwithstanding anything to the contrary in this Supplement or the Agreement, all amounts distributed to the Paying Agent pursuant to this Section
for payment to the Series 2001-5 Holders shall be distributed in full to the Series 2001-5 Holders on the date on which funds are distributed to the applicable Paying Agents pursuant to this Section and shall be deemed to be a final distribution
pursuant to Section 12.02 of the Agreement.


            (d) Notwithstanding any provision of the Agreement or this Supplement, for purposes of Section 9.02(a) of the Agreement, the Holders of the Series
2001-5 Certificates shall not

38




 be deemed to have disapproved a liquidation of the Receivables following an Insolvency Event with respect to the Seller unless (i) holders of more than 50% of the aggregate unpaid principal amount of each of the Class A
Certificates and the Class B Certificates and (ii) beneficial owners of more than 50% of the Collateral Interest shall have disapproved of such liquidation.


ARTICLE IX





New Issuances


            

Section 9.01. New Issuances. The obligation of the Trustee to
authenticate the Investor Certificates of a new Series and to execute and deliver the related Supplement shall be subject to the conditions set forth in Section 6.03(b) of the Agreement and to the additional condition that, as of the Series Issuance
Date and after giving effect to such issuance, the aggregate amount of Principal Receivables equals or exceeds the Required Principal Balance.


ARTICLE X




Miscellaneous Provisions


            

Section 10.01. Ratification of Agreement. As supplemented by this Supplement, the Agreement is in all
respects ratified and confirmed and the Agreement as so supplemented by this Supplement shall be read, taken and construed as one and the same instrument.


            

Section 10.02. Counterparts. This Supplement may be executed in two or more counterparts, and by different parties on
separate counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument.


            

Section 10.03. GOVERNING LAW. THIS
SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.


            

Section 10.04. Determination of Material Adverse Effect. Any determination of material adverse effect on
the Series 2001-5 Certificateholders under the Agreement or this Supplement shall be made assuming the Collateral Invested Amount is zero (including, without limitation, any determination of whether a representation or warranty made therein is
correct or whether a Seller or the Servicer has duly performed a covenant contained therein or herein).


            

Section 10.05. Book-Entry Certificates. The Class A Certificates and the
Class B Certificates shall be delivered as Book-Entry Certificates. The Clearing Agency for the Class A Certificates and the Class B Certificates shall be The Depository Trust Company, and the Class A Certificates and the Class B Certificates shall
be initially registered in the name of Cede & Co., its nominee. The Series 2001-5 Certificates are issuable only in minimum denominations of $1,000 and integral multiples of $1,000.

39





           

 Section 10.06. Uncertificated Securities. The Collateral
Interest shall be delivered in uncertificated form.

            

Section 10.07. Transfers of the Collateral Interest.


            (a) Unless otherwise consented to by the Sellers, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned,
hypothecated, pledged, participated, exchanged or otherwise transferred (each, a “Transfer”) except in accordance with this Section 10.07 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange,
conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the Sellers, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such
Person acquiring the Collateral Interest or any interest therein, an “Assignee”) unless such Assignee shall have executed and delivered to the Sellers on or before the effective date of any Transfer a letter substantially in the form
attached hereto as Exhibit D (an “Investment Letter”), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest.


            (b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and
not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the
Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller to register under the Act or any other securities law the Collateral Interest or the interest therein to
be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the Prospectus. Each Assignee will agree with the Seller that: (a) such Assignee will deliver to the Seller on or before the effective date of any
Transfer an Investment Letter, executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest and (b) all of the statements made by such Assignee in its Investment Letter shall be true and
correct as of the date made.


            (c) No portion of the Collateral Interest or any interest therein may be Transferred, and each Assignee will certify that it is not, (a) an
“employee benefit plan” (as defined in Section 3(3) of ERISA), including governmental plans and church plans, (b) any “plan” (as defined in Section 4975(e)(1) of the Code) including individual retirement accounts and Keogh plans,
or (c) any other entity whose underlying assets include “plan assets“ (within the meaning of Department of Labor Regulation Section 2510.3-101, 29 C.F.R. § 2510.3-101 or otherwise under ERISA) by reason of a plan's investment in the
entity, including, without limitation, an insurance company general account.


            (d) This Section 10.07 shall not apply to the transfer and pledge of the Collateral Interest on the Closing Date by the Sellers pursuant to the Transfer
Agreement or by the Capital One Secured Note Trust 2001-5 to the Indenture Trustee (as defined in the Transfer Agreement) pursuant to the Indenture (as defined in the Transfer Agreement).


            

Section 10.08. Certain Accounting Related Amendments. Notwithstanding any other provision of this Agreement to the contrary, the consent of the Servicer, the Trustee
and any Investor Certificateholder is hereby deemed to be given in connection with the amendment of the Agreement or this Supplement to account for the transfer of assets as sales in accordance with

40




 FASB Statement No. 140, including providing for the transfer of receivables from the Sellers to a bankruptcy-remote special purpose entity and from that entity to the trust; provided that the Sellers shall have
delivered a Tax Opinion on the date of such amendment. Promptly after the effectiveness of any amendment pursuant to this Section 10.08, the Sellers shall deliver a copy of such amendment to each of the Servicer, the Trustee, each Rating
Agency.

           

 Section 10.09. Additional Representations and Warranties of the Sellers. Each Seller hereby makes the following representations and warranties. Such representations and warranties shall survive until the termination of this Series Supplement. Such representations and
warranties speak of the date that the Collateral (as defined below) is transferred to the Trustee but shall not be waived by any of the parties to this Series Supplement unless each Rating Agency shall have notified the Sellers, the Servicer and the
Trustee in writing that such waiver will not result in a reduction or withdrawal of the rating of any outstanding Series or Class to which it is a Rating Agency.


            (a) The Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in favor of the Trustee in the Receivables
described in Section 2.01 of the Agreement (the “Collateral”), which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from such Seller.


            (b) The Collateral constitutes “accounts” within the meaning of the applicable UCC.


            (c) At the time of its transfer of any item of collateral to the Trustee pursuant to the Agreement, such Seller owned and had good and marketable title
to such item of collateral free and clear of any lien, claim or encumbrance of any Person.


            (d) Such Seller has caused or will have caused, within ten (10) days of the initial execution of the Agreement, the filing of all appropriate financing
statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral granted to the Trustee pursuant to the Agreement.


            (e) Other than the security interest granted to the Trustee pursuant to the Agreement or an Assignment, such Seller has not pledged, assigned, sold,
granted a security interest in, or otherwise conveyed the Collateral. Such Seller has not authorized the filing of and is not aware of any financing statements against such Seller that include a description of the Collateral other than any financing
statement relating to the security interest granted to the Trustee pursuant to the Agreement or an Assignment or that has been terminated. Such Seller is not aware of any judgment or tax lien filings against such Seller.

41





            IN WITNESS WHEREOF, the undersigned have caused this Supplement to be duly executed and delivered by their respective duly authorized officers on the
day and year first above written.


	 	CAPITAL ONE BANK, 
	 	 	Seller and Servicer
	 	 	 
	 	By:                                
                              
	 	 	
Name: Bonnie A. Seideman            


Title:   Manager of Securitization


	 	 	 
	 	CAPITAL ONE, F.S.B.,
	 	 	Seller
	 	 	 
	 	By:                                
                              
	 	 	
Name: Bonnie A. Seideman


Title:   Manager of Securitization


	 	 
	 	THE BANK OF NEW YORK,
	 	 	Trustee
	 	 	 
	 	By:                                
                              
	 	 	Name: 
	 	 	Title: 


 


            


            


             


            


 [Signature Page to Series 2001-5 Supplement]

42


            EXHIBIT A-1       


	REGISTERED	$845,000,0001
     
	 	 
	No. R-1 	 CUSIP No. 14040KBX5


 


            Unless this Class A Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”),
to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede
& Co., has an interest herein.


CAPITAL ONE MASTER TRUST


Series 2001-5


CLASS A 5.30% ASSET BACKED CERTIFICATE

Expected Final Payment Date:


August 2006 Distribution Date

Each $1,000 minimum denomination represents a


1/845,000 undivided interest


in certain assets of the

CAPITAL ONE MASTER TRUST


Evidencing an undivided interest in a trust, the corpus of which consists primarily of receivables generated from time to time in the ordinary course of business in a portfolio of consumer revolving credit card accounts by



CAPITAL ONE BANK


and


CAPITAL ONE, F.S.B.


and, in certain circumstances, certain Additional Sellers (as defined in the Pooling and Servicing Agreement referred to below).


(Not an interest in or obligation of Capital One Bank,


Capital One, F.S.B., any Additional Seller or any affiliate thereof)

            This certifies that CEDE & CO. (the “Class A Certificateholder”) is the registered owner of a fractional undivided interest in certain
assets of a trust (the “Trust”) created pursuant to



1
  Denominations of $1,000 and integral multiples of $1,000 in excess thereof.

43  



 the Pooling and Servicing Agreement, dated as of September 30, 1993, as amended and restated as of April 9, 2001 (as amended and restated and as amended and supplemented, the “Agreement”), as supplemented by the
Series 2001-5 Supplement, dated as of August 22, 2001 (as amended and supplemented, the “Series Supplement”), among Capital One Bank, as Seller and Servicer, Capital One, F.S.B., as Seller, and The Bank of
New York, a New York banking corporation, as trustee (the “Trustee”). The corpus of the Trust consists of (i) a portfolio of all receivables (the “Receivables”) existing in the consumer revolving credit card accounts and
other consumer revolving credit accounts identified under the Agreement from time to time (the “Accounts”), (ii) all Receivables generated under the Accounts from time to time thereafter, (iii) funds collected or to be collected
from accountholders in respect of the Receivables, (iv) all funds which are from time to time on deposit in the Collection Account and in the Series Accounts, (v) an interest in any Funds Collateral (as defined in the Agreement) relating
to secured accounts, (vi) the benefits of any Series Enhancement and (vii) all other assets and interests constituting the Trust. The Holder of this Class A Certificate is entitled to the benefit of any Series Enhancement to the extent
provided in the Series Supplement. Although a summary of certain provisions of the Agreement and the Series Supplement is set forth below and on the Summary of Terms and Conditions attached hereto and made a part hereof, this Class A Certificate
does not purport to summarize the Agreement and the Series Supplement and reference is made to the Agreement and the Series Supplement for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby
and the rights, duties and obligations of the Trustee. In the event of any conflict between this Class A Certificate and the Series Supplement or the Agreement, the Series Supplement or the Agreement, as the case may be, shall control. A copy of the
Agreement and the Series Supplement (without schedules) may be requested from the Trustee by writing to the Trustee at the Corporate Trust Office. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to them
in the Agreement or the Series Supplement, as applicable.


            This Class A Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement and the Series Supplement, to which
Agreement and Series Supplement, each as amended and supplemented from time to time, the Class A Certificateholder by virtue of the acceptance hereof assents and is bound.


            It is the intent of the Sellers and the Investor Certificateholders that, for federal, state and local income and franchise tax purposes only, the
Investor Certificates will qualify as indebtedness of the Sellers secured by the Receivables. The Class A Certificateholder, by the acceptance of this Class A Certificate, agrees to treat this Class A Certificate for federal, state and local income
and franchise tax purposes as indebtedness of the Sellers.


            In general, payments of principal with respect to the Class A Certificates are limited to the Class A Invested Amount, which may be less than the unpaid
principal balance of the Class A Certificates. The Expected Final Payment Date is the August 2006 Distribution Date, but principal with respect to the Class A Certificates may be paid earlier or later under certain circumstances described in the
Agreement and the Series Supplement. If for one or more months during the Accumulation Period there are not sufficient funds to pay the Controlled Deposit Amount, then to the extent that excess funds are not available on subsequent Distribution
Dates with respect to the Accumulation Period to make up for such shortfalls, the final payment of principal of the Class A Certificates will occur later than the Expected Final Payment Date.

44





            Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee, by manual signature, this Class A Certificate shall
not be entitled to any benefit under the Agreement or the Series Supplement or be valid for any purpose.

45





IN WITNESS WHEREOF, the Sellers have caused this Class A Certificate to be duly executed.


        

	 	CAPITAL ONE BANK
	 	 	 
	 	By:	__________________________
	 	 	
Name:


Title:


	 	 	 
	 	 	 
	 	CAPITAL ONE, F.S.B.
	 	 	 
	 	By:	__________________________
	 	 	
Name:


Title: 


	 	 	 
	 	 	 
	 	 	 
	Dated: August 22, 2001	 	 



46 



            TRUSTEE'S CERTIFICATE OF AUTHENTICATION


            This is one of the Class A Certificates described in the within-mentioned Agreement and Series Supplement.


            

	 	
THE BANK OF NEW YORK,


	 	 	as Trustee
	 	 	 
	 	By:	_________________________
	 	 	Authorized Officer
	 	 	 
	 	or	 
	 	 	 
	 	By:	________________________
	 	 	as Authenticating Agent
	 	 	for the Trustee
	 	 	 
	 	By:	_________________________
	 	 	Authorized Officer


47 



CAPITAL ONE MASTER TRUST


SERIES 2001-5


CLASS A 5.30% ASSET BACKED CERTIFICATE


Summary of Terms and Conditions


            The Receivables consist of Principal Receivables which arise generally from the purchase of goods and services and amounts advanced to accountholders as
cash advances and Finance Charge Receivables. This Class A Certificate is one of a Series of Investor Certificates entitled “Capital One Master Trust, Series 2001-5.” The Series 2001-5 Certificates are being issued in two Classes, the
first of which is known as the “Class A 5.30% Asset Backed Certificates, Series 2001-5” (the “Class A Certificates”) and the second Class is known as the “Class B Floating Rate Asset Backed Certificates, Series 2001-5”
(the “Class B Certificates”). In addition, as part of Series 2001-5, the Trust is creating a third Class of uncertificated interest in the Trust which uncertificated interest, except as expressly provided in the Series Supplement, is
deemed to be an “Investor Certificate” and is known as the “Collateral Interest, Series 2001-5” (the “Collateral Interest”). This Class A Certificate represents a fractional undivided interest in certain assets of the
Trust. The Trust Assets are allocated in part to the certificateholders of all outstanding Series (the “Certificateholders' Interest”) with the remainder allocated to the Sellers' Interest. The aggregate interest represented by the Class A
Certificates at any time in the Principal Receivables in the Trust shall not exceed an amount equal to the Class A Invested Amount at such time. The Class A Initial Invested Amount is $845,000,000. The Class A Invested Amount on any date of
determination will be an amount equal to (a) the Class A Initial Invested Amount, minus (b) the aggregate amount of principal payments made to the Class A Certificateholders on or prior to such date, minus (c) the excess, if any, of
the aggregate amount of Class A Investor Charge-Offs for all prior Distribution Dates over the aggregate amount of Class A Investor Charge-Offs reimbursed pursuant to subsection 4.06(a) of the Series Supplement prior to such date. Also,
Capital One Bank and Capital One, F.S.B. have received an adjustment to the Sellers' Interest on the date hereof.


            Subject to the terms and conditions of the Agreement, the Seller may from time to time direct the Trustee, on behalf of the Trust, to issue one or more
new Series of Investor Certificates, which will represent fractional undivided interests in certain of the Trust Assets.


            On each Payment Date, the Paying Agent shall distribute to each Class A Certificateholder of record on the last day of the preceding calendar month
(each, a “Record Date”) such Class A Certificateholder's pro rata share of such amounts (including amounts on deposit in the Collection Account and the Principal Funding Account) as are payable to the Class A Certificateholders pursuant to
the Agreement and the Series Supplement. Distributions with respect to this Class A Certificate will be made by the Paying Agent by check mailed to the address of the Class A Certificateholder of record appearing in the Certificate Register without
the presentation or surrender of this Class A Certificate or the making of any notation thereon (except for the final distribution in respect of this Class A Certificate), except that with respect to Class A Certificates registered in the name of
Cede & Co., the nominee for The Depository Trust Company, distributions will be made in the form of immediately available funds. Final payment of this Class A Certificate will be made only upon presentation and surrender of this Class A
Certificate at the office 

48




or agency specified in the notice of final distribution delivered by the Trustee to the Class A Certificateholders in accordance with the Agreement and the Series Supplement.


            On any day occurring on or after the day on which the Invested Amount is reduced to 5% or less of the Initial Invested Amount, a Seller (so long as such
Seller is the Servicer or an Affiliate thereof) has the option to repurchase the Certificateholders' Interest in the Trust. The repurchase price will be equal to (a) if such day is a Distribution Date, the Reassignment Amount for such Distribution
Date or (b) if such day is not a Distribution Date, the Reassignment Amount for the Distribution Date following such day. Following the deposit of the Reassignment Amount in the Collection Account, Class A Certificateholders, the Class B
Certificateholders and the Collateral Interest Holder will not have any interest in the Receivables and the Class A Certificates will represent only the right to receive such Reassignment Amount.


            This Class A Certificate does not represent an obligation of, or an interest in, the Sellers, the Servicer or any affiliate of any of them and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality. This Class A Certificate is limited in right of payment to certain Collections with respect to the Receivables (and certain other
amounts), all as more specifically set forth herein above and in the Agreement and the Series Supplement.


            The Agreement or any Supplement may, subject to certain conditions, be amended by the Sellers, the Servicer and the Trustee without Certificateholder
consent. The Trustee may, but shall not be obligated to, enter into any such amendment which affects the Trustee's rights, duties or immunities under the Agreement or otherwise.


            The Agreement or any Supplement may also be amended from time to time by the Servicer, the Sellers and the Trustee, with the consent of the Holders of
Investor Certificates evidencing not less than 66_% of the aggregate unpaid principal amount of the Investor Certificates of all adversely affected Series, for the purpose of
adding any provisions to or changing in any manner or eliminating any of the provisions of the Agreement or any Supplement or of modifying in any manner the rights of the Investor Certificateholders; provided, however, that no such
amendment shall (i) reduce in any manner the amount of or delay the timing of any distributions to be made to Investor Certificateholders or deposits of amounts to be so distributed or the amount available under any Series Enhancement without the
consent of each affected Investor Certificateholder, (ii) change the definition of or the manner of calculating the interest of any Investor Certificateholder without the consent of each affected Investor Certificateholder, (iii) reduce the
aforesaid percentage required to consent to any such amendment without the consent of each Investor Certificateholder or (iv) adversely affect the rating of any Series or Class by each Rating Agency without the consent of the Holders of Investor
Certificates of such Series or Class evidencing not less than 66_% of the aggregate unpaid principal amount of the Investor Certificates of such Series or Class. The Trustee may,
but shall not be obligated to, enter into any such amendment which affects the Trustee's rights, duties or immunities under the Agreement or otherwise.


            The Class A Certificates are issuable only in minimum denominations of $1,000 and integral multiples of $1,000. The transfer of this Class A Certificate
shall be registered in the Certificate Register upon surrender of this Class A Certificate for registration of transfer at any office or agency maintained by the Transfer Agent and Registrar accompanied by a written

49




 instrument of transfer, in a form satisfactory to the Trustee or the Transfer Agent and Registrar, duly executed by the Class A Certificateholder or such Class A Certificateholder's attorney, and duly authorized in writing
with such signature guaranteed, and thereupon one or more new Class A Certificates of authorized denominations and for the same aggregate fractional undivided interest will be issued to the designated transferee or transferees. 


            As provided in the Agreement and subject to certain limitations therein set forth, Class A Certificates are exchangeable for new Class A Certificates
evidencing like aggregate fractional undivided interests as requested by the Class A Certificateholder surrendering such Class A Certificates. No service charge may be imposed for any such exchange but the Servicer or Transfer Agent and Registrar
may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.


            The Servicer, the Trustee, the Paying Agent and the Transfer Agent and Registrar and any agent of any of them, may treat the person in whose name this
Class A Certificate is registered as the owner hereof for all purposes, and neither the Servicer nor the Trustee, the Paying Agent, the Transfer Agent and Registrar, nor any agent of any of them, shall be affected by notice to the contrary except in
certain circumstances described in the Agreement.


THIS CLASS A CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

50





ASSIGNMENT


Social Security or other identifying number of assignee _________________________________


            FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _________________________________________________________________________


                                                   (name and address of assignee)


the within certificate and all rights thereunder, and hereby irrevocably constitutes and appoints ______________________, attorney, to transfer said certificate on the books kept for registration thereof, with full power of
substitution in the premises.


Dated: ______________________ *



Signature Guaranteed:


____________________________

 

 

 


 NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Certificate in every particular, without alteration, enlargement or
any change whatsoever.
51




EXHIBIT A-2


	REGISTERED	$77,500,000*

	 	 
	No. R-1	CUSIP No. 14040KBY3


            THIS CLASS B CERTIFICATE MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT OF PERSONS INVESTING ASSETS OF A BENEFIT PLAN OR AN INDIVIDUAL RETIREMENT ACCOUNT
OTHER THAN AN INSURANCE COMPANY GENERAL ACCOUNT.


            Unless this Class B Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”),
to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede
& Co., has an interest herein.


CAPITAL ONE MASTER TRUST


Series 2001-5


CLASS B FLOATING RATE ASSET BACKED CERTIFICATE


Expected Final Payment Date:


August 2006 Distribution Date

Each $1,000 denomination represents a


1/77,500 undivided interest


in certain assets of the

CAPITAL ONE MASTER TRUST


Evidencing an undivided interest in a trust, the corpus of which consists primarily of receivables generated from time to time in the ordinary course of business in a portfolio of consumer revolving credit card accounts by
CAPITAL ONE BANK and CAPITAL ONE, F.S.B. and, in certain circumstances, certain Additional Sellers (as defined in the Pooling and Servicing Agreement referred to below).


(Not an interest in or obligation of Capital One Bank,


Capital One, F.S.B., any Additional Seller or any affiliate thereof)


            This certifies that CEDE & CO. (the “Class B Certificateholder”) is the registered owner of a fractional undivided interest in certain
assets of a trust (the “Trust”) created pursuant to the Pooling and Servicing Agreement, dated as of September 30, 1993, as amended and restated as


*
 Denominations of $1,000 and integral multiples of $1,000 in excess thereof.
52 



of April 9, 2001 (as amended and supplemented, the “Agreement”), as supplemented by the Series 2001-5 Supplement, dated as of August 22, 2001 (as amended and supplemented, the
“Series Supplement”), among Capital One Bank, as Seller and Servicer, Capital One, F.S.B., as Seller, and The Bank of New York, a New York banking corporation, as trustee (the “Trustee”). The corpus of the Trust consists of
(i) a portfolio of all receivables (the “Receivables”) existing in the consumer revolving credit card accounts and other consumer revolving credit accounts identified under the Agreement from time to time (the “Accounts”),
(ii) all Receivables generated under the Accounts from time to time thereafter, (iii) funds collected or to be collected from accountholders in respect of the Receivables, (iv) all funds which are from time to time on deposit in the
Collection Account and in the Series Accounts, (v) an interest in any Funds Collateral (as defined in the Agreement) relating to secured accounts, (vi) the benefits of any Series Enhancement and (vii) all other assets and interests
constituting the Trust. The Holder of this Class B Certificate is entitled to the benefit of any Series Enhancement to the extent provided in the Series Supplement. Although a summary of certain provisions of the Agreement and the Series Supplement
is set forth below and on the Summary of Terms and Conditions attached hereto and made a part hereof, this Class B Certificate does not purport to summarize the Agreement and the Series Supplement and reference is made to the Agreement and the
Series Supplement for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Trustee. In the event of any conflict between this Class B Certificate
and the Series Supplement or the Agreement, the Series Supplement or the Agreement, as the case may be, shall control. A copy of the Agreement and the Series Supplement (without schedules) may be requested from the Trustee by writing to the Trustee
at the Corporate Trust Office. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to them in the Agreement or the Series Supplement, as applicable.


            This Class B Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement and the Series Supplement, to which
Agreement and Series Supplement, each as amended and supplemented from time to time, the Class B Certificateholder by virtue of the acceptance hereof assents and is bound.


            It is the intent of the Sellers and the Investor Certificateholders that, for federal, state and local income and franchise tax purposes only, the
Investor Certificates will qualify as indebtedness of the Seller secured by the Receivables. The Class B Certificateholder, by the acceptance of this Class B Certificate, agrees to treat this Class B Certificate for federal, state and local income
and franchise tax purposes as indebtedness of the Sellers.


            In general, payments of principal with respect to the Class B Certificates are limited to the Class B Invested Amount, which may be less than the unpaid
principal balance of the Class B Certificates. The Expected Final Payment Date is the August 2006 Distribution Date, but principal with respect to the Class B Certificates may be paid earlier or later under certain circumstances described in the
Agreement and the Series Supplement. Principal payments with respect to the Class B Certificates will not commence until the Class A Invested Amount is paid in full. In addition, if for one or more months during the Accumulation Period there are not
sufficient funds to pay the Controlled Deposit Amount, then to the extent that excess funds are not available on subsequent Distribution Dates with respect to the Accumulation Period to make up for such shortfalls, the final payment of principal of
the Class B Certificates will occur later than the Expected Final Payment Date.


            No Class B Certificate (or any interest therein) may be acquired or held by any employee benefit or other plan (including an individual retirement
account) that is subject to the 

53




Employee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended (each, a “Plan”), any trustee or other person acting on behalf of any Plan, or any other
person using “Plan Assets” to effect such acquisition or holding (each, a “Plan Investor”) unless (i) such acquirer or holder is an insurance company, (ii) the source of funds used to acquire or hold such Certificate (or interest
therein) is an “insurance company general account” (as defined in U.S. Department of Labor Prohibited Transaction Class Exemption (“PTCE”) 95-60), and (iii) the conditions set forth in Sections I and III of PTCE 95-60 have been
satisfied. By acquiring an interest in this Class B Certificate, each Class B Certificateholder or Certificate Owner shall be deemed to have represented, either (i) that it is not a Plan Investor or (ii) that (1) it is an insurance company, (2) the
source of funds used to acquire or hold an interest in such Certificate is an “insurance company general account” (as such term is defined in PTCE 95-60), and (3) the conditions set forth in Sections I and III of PTCE 95-60 have been
satisfied.


            Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee, by manual signature, this Class B Certificate shall
not be entitled to any benefit under the Agreement or the Series Supplement or be valid for any purpose.

54




            IN WITNESS WHEREOF, the Sellers have caused this Class B Certificate to be duly executed.


	 	CAPITAL ONE BANK
	 	 
	 	By: __________________________
	 	      Name: 
	 	      Title: 
	 	 
	 	 
	 	CAPITAL ONE, F.S.B.
	 	 
	 	 By: __________________________
	 	       Name: 
	 	       Title: 
	 	 
	 	     Dated: August 22, 2001


55

    

            


           


            


             


            





TRUSTEE'S CERTIFICATE OF AUTHENTICATION


            This is one of the Class B Certificates described in the within-mentioned Agreement and Series Supplement.

	 	THE BANK OF NEW YORK,


   as Trustee
	 	 
	 	By: _________________________
	 	      Authorized Officer
	 	 
	 	 
	 	or
	 	 
	 	 
	 	By: ________________________
	 	      as Authenticating Agent


      for the Trustee
	 	 
	 	 
	 	By: ________________________
	 	      Authorized Officer


56


            


            


            


            


            


            


            





            CAPITAL ONE MASTER TRUST

            SERIES 2001-5


CLASS B FLOATING RATE ASSET BACKED CERTIFICATE


            Summary of Terms and Conditions


            The Receivables consist of Principal Receivables which arise generally from the purchase of goods and services and amounts advanced to accountholders as
cash advances and Finance Charge Receivables. This Class B Certificate is one of a Series of Certificates entitled “Capital One Master Trust, Series 2001-5.” The Series 2001-5 Certificates are being issued in two Classes, the first of
which is known as the “Class A 5.30% Asset Backed Certificates, Series 2001-5” (the “Class A Certificates”) and the second Class is known as the “Class B Floating Rate Asset Backed Certificates, Series 2001-5” (the
“Class B Certificates”). In addition, as part of Series 2001-5, the Trust is creating a third Class of uncertificated interest in the Trust which uncertificated interest, except as expressly provided in the Series Supplement, is deemed to
be an “Investor Certificate” and is known as the “Collateral Interest, Series 2001-5” (the “Collateral Interest”). This Class B Certificate represents a fractional undivided interest in certain assets of the Trust. The
Trust Assets are allocated in part to the certificateholders of all outstanding Series (the “Certificateholders' Interest”) with the remainder allocated to the Sellers' Interest. The aggregate interest represented by the Class B
Certificates at any time in the Principal Receivables in the Trust shall not exceed an amount equal to the Class B Invested Amount at such time. The Class B Initial Invested Amount is $77,500,000. The Class B Invested Amount on any date of
determination will be an amount equal to (a) the Class B Initial Invested Amount, minus (b) the aggregate amount of principal payments made to the Class B Certificateholders on or prior to such date, minus (c) the aggregate amount of
Class B Investor Charge-Offs for all prior Distribution Dates, minus (d) the aggregate amount of Reallocated Principal Collections allocated on all prior Distribution Dates pursuant to subsection 4.08(a) of the Series Supplement (excluding
any Reallocated Principal Collections that have resulted in a reduction in the Collateral Invested Amount pursuant to subsection 4.06(c) of the Series Supplement), minus (e) an amount equal to the amount by which the Class B Invested Amount
has been reduced on all prior Distribution Dates pursuant to subsection 4.06(a) of the Series Supplement and plus (f) the amount of Excess Spread and Excess Finance Charges allocated and available on all prior Distribution Dates pursuant to
Section 4.07(d) of the Series Supplement for the purpose of reimbursing amounts deducted pursuant to the foregoing clauses (c), (d) and (e). Also, Capital One Bank and Capital One, F.S.B. have received an adjustment to the Sellers' Interest on the
date hereof.


            Subject to the terms and conditions of the Agreement, the Sellers may from time to time direct the Trustee, on behalf of the Trust, to issue one or more
new Series of Investor Certificates, which will represent fractional undivided interests in certain of the Trust Assets.


            On each Payment Date, the Paying Agent shall distribute to each Class B Certificateholder of record on the last day of the preceding calendar month
(each, a “Record Date”) such Class B Certificateholder's pro rata share of such amounts (including amounts on deposit in the Collection Account and the Principal Funding Account) as are payable to the Class B Certificateholders pursuant to
the Agreement and the Series Supplement. Distributions with respect to this Class B Certificate will be made by check mailed to the address of the Class B

57




 Certificateholder of record appearing in the Certificate Register without the presentation or surrender of this Class B Certificate or the making of any notation thereon (except for the final distribution in respect of this
Class B Certificate) except that with respect to Class B Certificates registered in the name of Cede & Co., the nominee for The Depository Trust Company, distributions will be made in the form of immediately available funds. Final payment of
this Class B Certificate will be made only upon presentation and surrender of this Class B Certificate at the office or agency specified in the notice of final distribution delivered by the Trustee to the Class B Certificateholders in accordance
with the Agreement and the Series Supplement.


            On any day occurring on or after the day on which the Invested Amount is reduced to 5% or less of the Initial Invested Amount, a Seller (so long as such
Seller is the Servicer or an Affiliate thereof) has the option to repurchase the Certificateholders' Interest in the Trust. The repurchase price will be equal to (a) if such day is a Distribution Date, the Reassignment Amount for such Distribution
Date or (b) if such day is not a Distribution Date, the Reassignment Amount for the Distribution Date following such day. Following the deposit of the Reassignment Amount in the Collection Account, the Class A Certificateholders, the Class B
Certificateholders and the Collateral Interest Holder will not have any interest in the Receivables and the Class B Certificates will represent only the right to receive such Reassignment Amount.


            This Class B Certificate does not represent an obligation of, or an interest in, the Sellers, the Servicer or any affiliate of any of them and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality. This Class B Certificate is limited in right of payment to certain Collections with respect to the Receivables (and certain other
amounts), all as more specifically set forth hereinabove and in the Agreement and the Series Supplement.


            The Agreement or any Supplement may, subject to certain conditions, be amended by the Sellers, the Servicer and the Trustee without Certificateholder
consent. The Trustee may, but shall not be obligated to, enter into any such amendment which affects the Trustee's rights, duties or immunities under the Agreement or otherwise.


            The Agreement or any Supplement may also be amended from time to time by the Servicer, the Sellers and the Trustee, with the consent of the Holders of
Investor Certificates evidencing not less than 66_% of the aggregate unpaid principal amount of the Investor Certificates of all adversely affected Series, for the purpose of
adding any provisions to or changing in any manner or eliminating any of the provisions of the Agreement or any Supplement or of modifying in any manner the rights of the Investor Certificateholders; provided, however, that no such
amendment shall (i) reduce in any manner the amount of or delay the timing of any distributions to be made to Investor Certificateholders or deposits of amounts to be so distributed or the amount available under any Series Enhancement without the
consent of each affected Investor Certificateholder, (ii) change the definition of or the manner of calculating the interest of any Investor Certificateholder without the consent of each affected Investor Certificateholder, (iii) reduce the
aforesaid percentage required to consent to any such amendment without the consent of each Investor Certificateholder or (iv) adversely affect the rating of any Series or Class by each Rating Agency without the consent of the Holders of Investor
Certificates of such Series or Class evidencing not less than 66_% of the aggregate unpaid principal amount of the Investor Certificates of such Series or Class. The Trustee may,
but shall not be obligated to, enter into any such amendment which affects the Trustee's rights, duties or immunities under the Agreement or otherwise.

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            The Class B Certificates are issuable in minimum denominations of $1,000 and integral multiples of $1,000. The transfer of this Class B Certificate
shall be registered in the Certificate Register upon surrender of this Class B Certificate for registration of transfer at any office or agency maintained by the Transfer Agent and Registrar accompanied by a written instrument of transfer, in a form
satisfactory to the Trustee or the Transfer Agent and Registrar, duly executed by the Class B Certificateholder or such Class B Certificateholder's attorney, and duly authorized in writing with such signature guaranteed, and thereupon one or more
new Class B Certificates of authorized denominations and for the same aggregate fractional undivided interest will be issued to the designated transferee or transferees.


            As provided in the Agreement and subject to certain limitations therein set forth, Class B Certificates are exchangeable for new Class B Certificates
evidencing like aggregate fractional undivided interests as requested by the Class B Certificateholder surrendering such Class B Certificates. No service charge may be imposed for any such exchange but the Servicer or Transfer Agent and Registrar
may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.


            The Servicer, the Trustee, the Paying Agent and the Transfer Agent and Registrar and any agent of any of them, may treat the person in whose name this
Class B Certificate is registered as the owner hereof for all purposes, and neither the Servicer nor the Trustee, the Paying Agent, the Transfer Agent and Registrar, nor any agent of any of them, shall be affected by notice to the contrary except in
certain circumstances described in the Agreement.


THIS CLASS B CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

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ASSIGNMENT


            Social Security or other identifying number of assignee ________________________________


            FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ______________________________________________________________________


                                        
                 (name and address of assignee)


            the within certificate and all rights thereunder, and hereby irrevocably constitutes and appoints ______________________, attorney, to transfer said
certificate on the books kept for registration thereof, with full power of substitution in the premises.


            Dated: _____________________


            Signature Guaranteed:

            _____________________ * 



            _____________________

 


(*)
NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Certificate in every particular, without alteration, enlargement or any change whatsoever.
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EXHIBIT C


FORM OF MONTHLY SERVICING OFFICER'S CERTIFICATE


CAPITAL ONE BANK


CAPITAL ONE MASTER TRUST


SERIES 2001-5


            The undersigned, a duly authorized representative of Capital One Bank, as Servicer, pursuant to the Pooling and Servicing Agreement, dated as of
September 30, 1993, as amended and restated as of April 9, 2001 (as amended and supplemented, the “Agreement”), as supplemented by the Series 2001-5 Supplement (as amended and supplemented, the “Series Supplement”), dated as of
August 22, 2001, each among Capital One Bank, Capital One, F.S.B., as a Seller, and The Bank of New York, as Trustee, does hereby certify as follows:


            1. Capitalized terms used in this Certificate have their respective meanings as set forth in the Agreement or Series Supplement, as
applicable.


            2. Capital One Bank is, as of the date hereof, the Servicer under the Agreement.


            3. The undersigned is a Servicing Officer. 


            4. This Certificate relates to the Distribution Date occurring on ________.


            5. As of the date hereof, to the best knowledge of the undersigned, the Servicer has performed in all material respects all its obligations under the
Agreement through the Monthly Period preceding such Distribution Date [or, if there has been a default in the performance of any such obligation, set forth in detail the (i) nature of such default, (ii) the action taken by the Sellers and Servicer,
if any, to remedy such default and (iii) the current status of each such default; if applicable, insert “None”].


            6. As of the date hereof, to the best knowledge of the undersigned, no Pay Out Event occurred on or prior to such Distribution Date. 


            7. As of the date hereof, to the best knowledge of the undersigned, no Lien has been placed on any of the Receivables other than pursuant to the
Agreement [or, if there is a Lien, such Lien consists of_________].

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            IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Certificate this ______ day of __________, 20__. 

	 	CAPITAL ONE BANK,


            as Servicer
	 
	 	               By:_________________________
	 	                             Name:
	 	                             Title:


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EXHIBIT D




FORM OF INVESTMENT LETTER

[Date]

Re: Capital One Master Trust;


      Purchases of Series 2001-5 Collateral Interest

Ladies and Gentlemen:

            This letter (the “Investment Letter”) is delivered by the undersigned (the “Purchaser”) pursuant to Section 10.07 of the Series
2001-5 Supplement, dated as of August 22, 2001 (the “Series Supplement”) to the Pooling and Servicing Agreement, dated as of September 30, 1993, as amended and restated as of April 9, 2001 (as amended and supplemented, the
“Agreement”), each among The Bank of New York, as Trustee, Capital One, F.S.B., as Seller, and Capital One Bank, as Seller and Servicer. Capitalized terms used herein without definition shall have the meanings set forth in the Agreement.
The Purchaser represents to and agrees with the Seller as follows:

	 	(a) 	The Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Collateral Interest and is able to bear the economic
risk of such investment.
	 	 	 
	 	(b)	The Purchaser is an “accredited investor,” as defined in Rule 501, promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the
“Securities Act”), or is a sophisticated institutional investor. The Purchaser understands that the offering and sale of the Collateral Interest has not been and will not be registered under the Securities Act and has not and will not be
registered or qualified under any applicable “Blue Sky” law, and that the offering and sale of the Collateral Interest has not been reviewed by, passed on or submitted to any federal or state agency or commission, securities exchange or
other regulatory body.
	 	 	 
	 	(c) 	The Purchaser is acquiring an interest in the Collateral Interest without a view to any distribution, resale or other transfer thereof except, with respect to any Collateral Interest or any interest or
participation therein, as contemplated in the following sentence. The Purchaser will not resell or otherwise transfer any interest or participation in the Collateral Interest, except in accordance with Section 10.07 of the Series Supplement and (i)
in a transaction exempt from the registration requirements of the Securities Act and applicable state securities or “blue sky” laws; (ii) to a Seller or any affiliate of a Seller; or (iii) to a person who the Purchaser reasonably believes
is a qualified institutional buyer (within the meaning thereof in Rule 144A under the Securities Act) that is aware that the resale or other transfer is being made in reliance upon


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	 	 	 Rule 144A. In connection therewith, the Purchaser hereby agrees that it will not resell or otherwise transfer the Collateral Interest or any interest therein unless the purchaser thereof
provides to the addressee hereof a letter substantially in the form hereof.


	 	 	 
	 	(d)	 No portion of the Collateral Interest or any interest therein may be Transferred, and each Assignee will certify that it is not, (a) an “employee benefit plan” (as defined in Section
3(3) of ERISA), including governmental plans and church plans, (b) any “plan” (as defined in Section 4975(e)(1) of the Code) including individual retirement accounts and Keogh plans, or (c) any other entity whose underlying assets include
“plan assets” (within the meaning of Department of Labor Regulation Section 2510.3-101, 29 C.F.R. § 2510.3-101 or otherwise under ERISA) by reason of a plan's investment in the entity, including, without limitation, an insurance
company general account.


	 	 	 
	 	(e) 	 This Investment Letter has been duly executed and delivered and constitutes the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its
terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles affecting the enforcement of creditors' rights generally and general principles of equity.




 

	  	
Very truly yours,


[NAME OF PURCHASER]


By: ___________________________


      Name:


      Title:


	
AGREED TO AS OF THE DATE FIRST


ABOVE WRITTEN:


CAPITAL ONE BANK


By: _______________________


      Name:


      Title:


CAPITAL ONE, F.S.B.


By: _______________________


      Name:


      Title:

	  


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