Exhibit 10.2
[Letterhead of Capital One Bank]
[FORM OF]
[•] [•], [•]
Capital One Services, Inc.
1680 Capital One Drive
McLean, Virginia 22102
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Re:
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Subservicing
Agreement (the “Subservicing Agreement”)
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Ladies and Gentlemen:
Capital One Bank (“ COB
”) has agreed to act as the Servicer (the “
Servicer ”) under the Amended and Restated Pooling and
Servicing Agreement, dated as of September 30, 1993, as
amended and restated as of August 1, 2002 and the date hereof
(the “ Pooling and Servicing Agreement ”), by
and among the Servicer, Capital One Funding, LLC, as Transferor
(the “ Transferor ”), and The Bank of New York,
as the Trustee (the “ Trustee ”). Capitalized
terms used herein but not defined have the meanings given in the
Pooling and Servicing Agreement. For good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as
follows:
As of the date hereof, the Servicer
hereby appoints Capital One Services, Inc. (“ COSI
”), as subservicer (the “ Subservicer ”)
to service and administer the Receivables. COSI hereby agrees to
service and administer the Receivables in accordance with the terms
of the Pooling and Servicing Agreement and hereby accepts the
duties and obligations of the Servicer under the Pooling and
Servicing Agreement.
The Subservicer shall remit, or
cause to be remitted, all Collections it receives or which are
remitted to an account of COSI not later than two (2) Business
Days after receipt, to the Collection Account.
The Subservicer hereby agrees to
service and administer the Receivables in accordance with this
Subservicing Agreement and in accordance with the standards
applicable to the Servicer under the Pooling and Servicing
Agreement. The Subservicer shall have full power and authority,
acting alone, to do any and all things in connection with such
servicing and administration that the Servicer may do under the
Pooling and Servicing Agreement and as it may deem necessary or
desirable and, subject to the foregoing and the provisions of the
Pooling and Servicing Agreement, to execute and deliver in the
Subservicer’s own name on behalf of the Issuer, any and all
instruments of satisfaction or cancellation, or of partial or full
release or discharge, and all other comparable instruments, with
respect to each Receivable and its Related Account.
As of the date hereof, the
Subservicer represents and warrants that COSI is a Delaware
corporation, duly organized, validly existing and in good standing
under the laws of th
