ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2019 |
or |
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to |
Commission File Number of issuing entity: 333-75276 | Commission File Number of issuing entity: 000-25762 |
Central Index Key Number of issuing entity: 0001163321 | Central Index Key Number of issuing entity: 0000922869 |
CAPITAL ONE MULTI-ASSET EXECUTION TRUST* | CAPITAL ONE MASTER TRUST | |
(Exact Name of Issuing Entity as Specified in Its Charter) | (Exact Name of Issuing Entity as Specified in Its Charter) | |
(Issuer of the Notes) | (Issuer of the Collateral Certificate) |
Delaware | New York | |
(State or Other Jurisdiction of Incorporation or Organization of the Issuing Entity) | (State or Other Jurisdiction of Incorporation or Organization of the Issuing Entity) | |
c/o Capital One Funding, LLC 1600 Capital One Drive Room 27907-A McLean, VA 22102 | c/o Capital One Funding, LLC 1600 Capital One Drive Room 27907-A McLean, VA 22102 | |
(Address of Principal Executive Offices of Issuing Entity) | (Address of Principal Executive Offices of Issuing Entity) | |
(804) 284-2500 | (804) 284-2500 | |
(Registrant’s telephone number, including area code) | (Registrant’s telephone number, including area code) | |
Not Applicable | Not Applicable | |
(I.R.S. Employer Identification No.) | (I.R.S. Employer Identification No.) |
Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
N/A | N/A | N/A |
Large accelerated filer | ¨ | Accelerated filer | ¨ | ||
Non-accelerated filer | ý | Smaller reporting company | ¨ | ||
Emerging growth company | ¨ |
Item 1. | Business. |
Item 1A. | Risk Factors. |
Item 2. | Properties. |
Item 3. | Legal Proceedings. |
Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. |
Item 6. | Selected Financial Data. |
Item 7. | Management's Discussion and Analysis of Financial Condition and Results of Operations. |
Item 7A. | Quantitative and Qualitative Disclosures about Market Risk. |
Item 8. | Financial Statements and Supplementary Data. |
Item 9. | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. |
Item 9A. | Controls and Procedures. |
Item 9B: | Other Information. |
None. |
Item 10. | Directors, Executive Officers and Corporate Governance. |
Item 11. | Executive Compensation. |
Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |
Item 13. | Certain Relationships and Related Transactions, and Director Independence. |
Item 14. | Principal Accounting Fees and Services. |
• | Transaction identifiers will be verified and made uniform, as needed, between the BNY Mellon Investor Reporting website and the system that generates investor reports. |
• | All desktop procedures for its platform will be reviewed to make sure the correct transaction identifiers are listed for all reports that need to be made available to investors on the BNY Mellon Investor Reporting website. |
• | A review of the BNY Mellon Investor Reporting website will be undertaken on the relevant payment dates to verify that all pertinent reports have been successfully posted and assure any needed remediation occurs on the same date. |
Exhibit Number | Description |
3.1 | |
3.2 | |
4.1 | |
4.2 | |
4.3 | |
4.4 | |
4.5 | |
4.6 | |
4.7 | |
4.8 | |
4.9 | |
4.10 | |
4.11 | |
4.12 | |
4.13 | |
4.14 | Transfer and Assumption Agreement, dated as of November 22, 1994 by and among Signet Bank/Virginia, Capital One Bank (USA), National Association, as Assuming Entity, The Bank of New York Mellon, as Trustee and the other parties thereto (incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 13, 1995). |
4.15 | |
4.16 | |
4.17 | |
4.18.1 | |
4.18.2 | |
4.18.3 |
4.18.4 | |
4.18.5 | |
4.18.6 | |
4.18.7 | |
4.18.8 | |
4.18.9 | |
4.18.10 | |
4.18.11 | |
4.18.12 | |
4.18.13 | |
4.18.14 | |
4.18.15 | |
4.18.16 | |
4.18.17 | |
4.18.18 | |
4.18.19 | |
4.18.20 | |
4.18.21 | |
4.18.22 | |
4.18.23 | |
4.18.24 | |
4.18.25 | |
4.18.26 | |
4.18.27 | |
4.18.28 | |
10.1 | |
10.2 | |
31.1 | |
33.1 | |
33.2 |
34.1 | |
34.2 | |
35.1 | |
35.2 | |
35.3 |
Capital One Funding, LLC, as Depositor to Capital One Multi-asset Execution Trust and Capital One Master Trust | |
By: | /s/ THOMAS A. FEIL |
Name: | *Thomas A. Feil |
Title: | President |
Date: | March 27, 2020 |
* Thomas A. Feil is the senior officer in charge of securitization of Capital One Funding, LLC |
1. | I have reviewed this report on Form 10-K and all reports on Form 10-D required to be filed in respect of the period covered by this report on Form 10-K of Capital One Multi-asset Execution Trust (the “Exchange Act periodic reports”); |
2. | Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10-D for the period covered by this report is included in the Exchange Act periodic reports; |
4. | Based on my knowledge and the servicer compliance statements required in this report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the servicers have fulfilled their obligations under the servicing agreement in all material respects; and |
5. | All of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules13a-18 and 15d-18 have been included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in this report on Form 10-K. |
By: | /s/ THOMAS A. FEIL |
Name: | *Thomas A. Feil |
Title: | President |
Capital One Funding, LLC | |
* Thomas A. Feil is the senior officer in charge of securitization of Capital One Funding, LLC |
1. | Capital One Bank (USA), National Association (the “Asserting Party”) is responsible for assessing compliance with the servicing criteria applicable to it and its affiliate, Capital One Services, LLC, under paragraph (d) of Item 1122 of Regulation AB, as of and for the year ended December 31, 2019 (the “Reporting Period”), as set forth in Appendix B hereto. The transactions covered by this report include asset-backed securities transactions involving credit card receivables conducted by Capital One Master Trust and Capital One Multi-asset Execution Trust where the related asset-backed securities were outstanding during the Reporting Period for which the Asserting Party or Capital One Services, LLC acted as servicer (the “Platform”), as listed in Appendix A hereto; |
2. | The Asserting Party has engaged vendors (each, a “Vendor”), none of whom is considered a “servicer” as defined in Item 1101(j) of Regulation AB, to perform specific, limited or scripted activities, and, as permitted by Compliance and Disclosure Interpretation 200.06, Vendors Engaged by Servicers (“CD&I 200.06”), the Asserting Party elects to take responsibility for assessing compliance with the servicing criteria or portion of the servicing criteria applicable to each such Vendor’s activities as set forth in Appendix B hereto1. The Asserting Party has policies and procedures in place designed to provide reasonable assurance that each Vendor’s activities comply in all material respects with the servicing criteria applicable to such Vendor. The Asserting Party is solely responsible for determining that it meets the SEC requirements to apply CD&I 200.06 for the Vendors (or each Vendor) and related criterion. |
3. | Except as set forth in paragraph 4 below, the Asserting Party used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess the compliance by each of the Asserting Party and Capital One Services, LLC with the applicable servicing criteria as of December 31, 2019 and for the Reporting Period with respect to the Platform taken as a whole; |
4. | The criteria listed in the column titled “Inapplicable Servicing Criteria” on Appendix B hereto are inapplicable to the Asserting Party and Capital One Services, LLC based on the activities that each performs with respect to the Platform; |
5. | The Asserting Party and Capital One Services, LLC have complied, in all material respects, with the applicable servicing criteria as of December 31, 2019 and for the Reporting Period with respect to the Platform taken as a whole; |
6. | The Asserting Party has not identified and is not aware of any material instance of noncompliance by any Vendor with the applicable servicing criteria as of December 31, 2019 and for the Reporting Period with respect to the Platform taken as a whole; |
7. | The Asserting Party has not identified any material deficiency in its policies and procedures to monitor the compliance by any Vendor with the applicable servicing criteria as of December 31, 2019 and for the Reporting Period with respect to the Platform taken as a whole; and |
8. | Ernst & Young LLP, a registered public accounting firm, has issued an attestation report on the Asserting Party’s assessment of compliance with the applicable servicing criteria as of December 31, 2019 and for the Reporting Period. |
By: | /s/ MICHAEL WASSMER |
Name: | Michael Wassmer |
Title: | President |
(1) | Note that The Bank of New York Mellon (“BNYM”) in its capacity as Trustee is not considered a “Vendor” for purposes of this report, and as such, will provide its own report regarding its compliance with Regulation AB. |
Class A |
Class A (2014-3) |
Class A (2014-4) |
Class A (2015-2) |
Class A (2015-3) |
Class A (2015-4) |
Class A (2015-8) |
Class A (2016-1) |
Class A (2016-2) |
Class A (2016-3) |
Class A (2016-4) |
Class A (2016-5) |
Class A (2016-6) |
Class A (2016-7) |
Class A (2017-1) |
Class A (2017-2) |
Class A (2017-3) |
Class A (2017-4) |
Class A (2017-5) |
Class A (2017-6) |
Class A (2018-1) |
Class A (2018-2) |
Class A (2019-1) |
Class A (2019-2) |
Class A (2019-3) |
Class B |
Class B (2004-3) |
Class B (2005-3) |
Class B (2009-C) |
Class C |
Class C (2009-A) |
Class D |
Class D (2002-1) |
SERVICING CRITERIA | APPLICABLE SERVICING CRITERIA | INAPPLICABLE SERVICING CRITERIA | |||||
Performed Directly by Asserting Party | Performed by Vendor(s) for which Asserting Party Takes Responsibility | ||||||
General Servicing Considerations | |||||||
1122(d)(1)(i) | Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements. | X | |||||
1122(d)(1)(ii) | If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities. | X | |||||
1122(d)(1)(iii) | Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained. | X | |||||
1122(d)(1)(iv) | A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements. | X | |||||
1122(d)(1)(v) | Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information. | X1 | X1 | ||||
Cash Collection and Administration | |||||||
1122(d)(2)(i) | Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements. | X2 | |||||
1122(d)(2)(ii) | Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel. | X | |||||
1122(d)(2)(iii) | Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements. | X | |||||
1122(d)(2)(iv) | The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements. | X3 | |||||
1122(d)(2)(v) | Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of §240.13k-1(b)(1) of this chapter. | X | |||||
1122(d)(2)(vi) | Unissued checks are safeguarded so as to prevent unauthorized access. | X | |||||
1122(d)(2)(vii) | Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations: (A) are mathematically accurate; (B) are prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) are reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements. | X |
SERVICING CRITERIA | APPLICABLE SERVICING CRITERIA | INAPPLICABLE SERVICING CRITERIA | |||||
Performed Directly by Asserting Party | Performed by Vendor(s) for which Asserting Party Takes Responsibility | ||||||
Investor Remittances and Reporting | |||||||
1122(d)(3)(i) | Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports: (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of pool assets serviced by the servicer. | X | |||||
1122(d)(3)(ii) | Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements. | X4 | |||||
1122(d)(3)(iii) | Disbursements made to an investor are posted within two business days to the servicer’s investor records, or such other number of days specified in the transaction agreements. | X | |||||
1122(d)(3)(iv) | Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements. | X | |||||
Pool Asset Administration | |||||||
1122(d)(4)(i) | Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents. | X | |||||
1122(d)(4)(ii) | Pool assets and related documents are safeguarded as required by the transaction agreements | X5 | |||||
1122(d)(4)(iii) | Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements. | X | |||||
1122(d)(4)(iv) | Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the applicable servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents. | X6 | X6 | ||||
1122(d)(4)(v) | The servicer’s records regarding the pool assets agree with the servicer’s records with respect to an obligor’s unpaid principal balance. | X | |||||
1122(d)(4)(vi) | Changes with respect to the terms or status of an obligor's pool assets (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents. | X | |||||
1122(d)(4)(vii) | Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements. | X | |||||
1122(d)(4)(viii) | Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment). | X | |||||
1122(d)(4)(ix) | Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents. | X |
SERVICING CRITERIA | APPLICABLE SERVICING CRITERIA | INAPPLICABLE SERVICING CRITERIA | |||||
Performed Directly by Asserting Party | Performed by Vendor(s) for which Asserting Party Takes Responsibility | ||||||
1122(d)(4)(x) | Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related pool assets, or such other number of days specified in the transaction agreements. | X | |||||
1122(d)(4)(xi) | Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements. | X | |||||
1122(d)(4)(xii) | Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission. | X | |||||
1122(d)(4)(xiii) | Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements. | X | |||||
1122(d)(4)(xiv) | Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements. | X | |||||
1122(d)(4)(xv) | Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements. | X |
(1) | 1122(d)(1)(v): The Asserting Party receives certain aggregated information from REMITCO LLC and TransCentra, Inc. All parties involved in the transmission and receipt of such information are responsible for assessing the mathematical accuracy of such information. The Asserting Party conveys certain aggregated information to The Bank of New York Mellon, as master trust trustee and indenture trustee (collectively, the “Trustee”), and is responsible for assessing the mathematical accuracy of such information. |
(2) | 1122(d)(2)(i): The Asserting Party was responsible for sending payments on the pool assets to the Trustee for the transactions included in the Asserting Party’s Platform. The Trustee was responsible for depositing such payments on the pool assets into the appropriate custodial bank accounts. |
(3) | 1122(d)(2)(iv): The Asserting Party was responsible for establishing and maintaining custodial bank accounts. The Trustee was responsible for opening and maintaining such custodial bank accounts at the direction of the Asserting Party. |
(4) | 1122(d)(3)(ii): The Asserting Party was responsible for the allocation of funds due to investors. The Trustee was responsible for remitting such funds to investors at the direction of the Asserting Party. |
(5) | 1122(d)(4)(ii): The responsibilities of the Trustee included safeguarding the COMT Collateral Certificate owned by the Capital One Multi-asset Execution Trust and issued by the Capital One Master Trust which represents an undivided interest in the assets of the Capital One Master Trust. |
(6) | 1122(d)(4)(iv): The Asserting Party was responsible for the remittance of electronic payments on pool assets and for the servicing functions related to the allocation and posting of payments on pool assets. REMITCO LLC and TransCentra, Inc. were responsible for the opening, listing and depositing of remittance payments mailed to post office boxes serviced by the Asserting Party. |
The Bank of New York Mellon | BNY Mellon Trust of Delaware | |
/s/ ALPHONSE BRIAND JR. | /s/ WILLIAM D. LINDELOF | |
Alphonse Briand Jr. | William D. Lindelof | |
Authorized Signatory | Authorized Signatory | |
The Bank of New York Mellon Trust Company, N.A. | ||
/s/ ANTONIO I. PORTUONDO | ||
Antonio I. Portuondo | ||
Authorized Signatory | ||
• | Transaction identifiers will be verified and made uniform, as needed, between the BNY Mellon Investor Reporting website and the system that generates investor reports. |
• | All desktop procedures for the Platform will be reviewed to make sure the correct transaction identifiers are listed for all reports that need to be made available to investors on the BNY Mellon Investor Reporting website. |
• | A review of the BNY Mellon Investor Reporting website will be undertaken on the relevant Payment Dates to verify that all pertinent reports have been successfully posted and assure any needed remediation occurs on the same date. |
REG AB REFERENCE | SERVICING CRITERIA | Applicable to Platform | Not Applicable to Platform | |
Performed Directly by the Company | Performed by Vendor(s) for which the Company is the Responsible Party | |||
General servicing considerations | ||||
1122(d)(1)(i) | Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements. | X | ||
1122(d)(1)(ii) | If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities. | X | ||
1122(d)(1)(iii) | Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained. | X | ||
1122(d)(1)(iv) | A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements. | X | ||
1122(d)(1)(v) | Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information. | X | ||
Cash collection and administration | ||||
1122(d)(2)(i) | Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days of receipt, or such other number of days specified in the transaction agreements. | X | ||
1122(d)(2)(ii) | Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel. | X | ||
1122(d)(2)(iii) | Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements. | X | ||
1122(d)(2)(iv) | The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of over collateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements. | X | ||
1122(d)(2)(v) | Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 240.13k-1(b)(1) of this chapter. | X | ||
1122(d)(2)(vi) | Unissued checks are safeguarded so as to prevent unauthorized access. | X |
REG AB REFERENCE | SERVICING CRITERIA | Applicable to Platform | Not Applicable to Platform | |
Performed Directly by the Company | Performed by Vendor(s) for which the Company is the Responsible Party | |||
1122(d)(2)(vii) | Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations (A) Are mathematically accurate; (B) Are prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) Are reviewed and approved by someone other than the person who prepared the reconciliation; and (D) Contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements. | X | ||
Investor remittances and reporting | ||||
1122(d)(3)(i) | Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) Are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) Provide information calculated in accordance with the terms specified in the transaction agreements; (C) Are filed with the Commission as required by its rules and regulations; and (D) Agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of pool assets serviced by the servicer. | X | ||
1122(d)(3)(ii) | Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements. | X | ||
1122(d)(3)(iii) | Disbursements made to an investor are posted within two business days to the servicer’s investor records, or such other number of days specified in the transaction agreements. | X | ||
1122(d)(3)(iv) | Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements. | X | ||
Pool asset administration | ||||
1122(d)(4)(i) | Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents. | X | ||
1122(d)(4)(ii) | Pool asset and related documents are safeguarded as required by the transaction agreements | X | ||
1122(d)(4)(iii) | Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements. | X |
REG AB REFERENCE | SERVICING CRITERIA | Applicable to Platform | Not Applicable to Platform | |
Performed Directly by the Company | Performed by Vendor(s) for which the Company is the Responsible Party | |||
1122(d)(4)(iv) | Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the applicable servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents. | X | ||
1122(d)(4)(v) | The servicer’s records regarding the pool assets agree with the servicer’s records with respect to an obligor’s unpaid principal balance. | X | ||
1122(d)(4)(vi) | Changes with respect to the terms or status of an obligor's pool assets (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents. | X | ||
1122(d)(4)(vii) | Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements. | X | ||
1122(d)(4)(viii) | Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment). | X | ||
1122(d)(4)(ix) | Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents. | X | ||
1122(d)(4)(x) | Regarding any funds held in trust for an obligor (such as escrow accounts): (A) Such funds are analyzed, in accordance with the obligor’s pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) Interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) Such funds are returned to the obligor within 30 calendar days of full repayment of the related pool asset, or such other number of days specified in the transaction agreements. | X |
REG AB REFERENCE | SERVICING CRITERIA | Applicable to Platform | Not Applicable to Platform | |
Performed Directly by the Company | Performed by Vendor(s) for which the Company is the Responsible Party | |||
1122(d)(4)(xi) | Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements. | X | ||
1122(d)(4)(xii) | Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission. | X | ||
1122(d)(4)(xiii) | Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements. | X | ||
1122(d)(4)(xiv) | Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements. | X | ||
1122(d)(4)(xv) | Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of this Regulation AB, is maintained as set forth in the transaction agreements. | X |
1. | A review of the activities and performance of the Servicer under (i) the Amended and Restated Pooling and Servicing Agreement dated as of September 30, 1993, as amended and restated as of August 1, 2002, January 13, 2006, July 1, 2007, and March 17, 2016, and as amended by the First Amendment thereto, dated as of January 27, 2017, (ii) the Indenture for the Notes dated as of October 9, 2002, as amended and restated as of January 13, 2006, and March 17, 2016, and (iii) the Asset Pool Supplement for the Notes dated October 9, 2002, as amended by the First Amendment, dated as of March 1, 2008 (collectively, the “Agreements”) during the period that is the subject of the Report has been made under my supervision. |
2. | To the best of my knowledge, based on such review, the Servicer has fulfilled all of its obligations under the Agreements in all material respects throughout the period that is the subject of the Report. |
By: | /s/ MICHAEL WASSMER |
Name: | Michael Wassmer |
Title: | President |
2. | To the best of my knowledge, based on such review, the Servicer has fulfilled all of its obligations under the Agreements in all material respects throughout the period that is the subject of the Report. |
By: | /s/ MICHAEL WASSMER |
Name: | Michael Wassmer |
Title: | President, US Card |
2. | To the best of my knowledge, based on such review, the Servicer has fulfilled all of its obligations under the Agreements in all material respects throughout the period that is the subject of the Report. |
By: | /s/ ANDREW YOUNG |
Name: | Andrew Young |
Title: | Chief Financial Officer |