Common use of Commissions, Concessions and Discounts Clause in Contracts

Commissions, Concessions and Discounts. The Underwriters’ discounts and commissions, the concessions that the Underwriters may allow to certain dealers, and the discounts that such dealers may reallow to certain other dealers, each expressed as a percentage of the principal amount of the Notes, shall be as follows: Discounts and Commissions Price Concessions Reallowance 0.20000% not in excess of 0.12000% not in excess of 0.06000% Reimbursement of Expenses: The Underwriters shall reimburse the Company for an amount not to exceed $0 for application towards expenses. Time of Sale: 3:39 p.m. (Eastern Time (U.S.)) on June 4, 2009 (the time the first contract of sale was entered into as designated by the Representatives). Closing Date: Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended, the Underwriters, the Company and the Issuer hereby agree that the Closing Date shall be June 16, 2009, 10:00 a.m., New York City time. Location of Closing: Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP Columbia Center 0000 00xx Xxxxxx, X.X. Xxxxxxxxxx, XX 00000 Address for Notice to Representative: Deutsche Bank Securities Inc. as Underwriter and as a Representative of the Underwriters named in Schedule I to the Underwriting Agreement 00 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx Xxx Tel: (000) 000-0000 Fax: (000) 000-0000 RBS Securities Inc. as Underwriter and as a Representative of the Underwriters named in Schedule I to the Underwriting Agreement 000 Xxxxxxxxxx Xxxxxxxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Attention: Xxxxxxx X. Xxxxxxx Tel: (000) 000-0000 Fax: (000) 000-0000 Underwriters’ Foreign Jurisdiction Distributions: Pursuant to Section 6(d)(iii) of the Underwriting Agreement, each Underwriter agrees to provide the Company, after the Closing Date, with a list of any foreign jurisdictions to which that Underwriter delivered a written confirmation in connection with its sale of Notes (it being expressly understood, for the avoidance of doubt, that this provision relates only to the initial distribution of the Notes, and not to secondary market sales). The Underwriters agree, severally and not jointly, subject to the terms and provisions of the above-referenced Underwriting Agreement which is incorporated herein in its entirety and made a part hereof, to purchase the principal amount of the above-referenced Series of Notes set forth opposite their names on Schedule I hereto. DEUTSCHE BANK SECURITIES INC., as Underwriter or as a Representative of the Underwriters named on Schedule I of the Underwriting Agreement By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Vice President By: /s/ Xxxx Xxxxxxxxxxx Name: Xxxx Xxxxxxxxxxx Title: Director RBS SECURITIES INC., as Underwriter or as a Representative of the Underwriters named on Schedule I of the Underwriting Agreement By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director [Signature Page to Capital One Multi-asset Execution Trust (Card series Class A(2009-1)) Terms Agreement] Accepted: CAPITAL ONE MULTI-ASSET EXECUTION TRUST, as Issuer By: Capital One Funding, LLC, not in its individual capacity but solely as Beneficiary on behalf of the Issuer By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Assistant Vice President CAPITAL ONE FUNDING, LLC, as Transferor By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Assistant Vice President CAPITAL ONE BANK (USA), NATIONAL ASSOCIATION, as Seller By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X Xxxx Title: Assistant Treasurer [Signature Page to Capital One Multi-asset Execution Trust (Card series Class A(2009-1) Terms Agreement] SCHEDULE I UNDERWRITERS $650,000,000 Principal Amount of Card series Class A(2009-1) Notes Underwriters Principal Amount Deutsche Bank Securities Inc. $ 108,336,000 RBS Securities Inc. $ 108,336,000 Barclays Capital Inc. $ 108,332,000 Citigroup Global Markets Inc. $ 108,332,000 Credit Suisse Securities (USA) LLC $ 108,332,000 X.X. Xxxxxx Securities Inc. $ 108,332,000 Total $ 650,000,000

Commissions, Concessions and Discounts. The Underwriters’ discounts and commissions, the concessions that the Underwriters may allow to certain dealers, and the discounts that such dealers may reallow to certain other dealers, each expressed as a percentage of the principal amount of the Notes, shall be as follows: Discounts and Commissions Price Concessions Reallowance 0.200000.200% not in excess of 0.120000.120% not in excess of 0.060000.060% Reimbursement of Expenses: The Underwriters shall reimburse the Company for an amount not to exceed $0 for application towards expenses. Time of Sale: 3:39 4:29 p.m. (Eastern Time (U.S.)) on June 4October 30, 2009 2006 (the time the first contract of sale was entered into as designated by the Representatives). Closing Date: Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended, the Underwriters, the Company and the Issuer hereby agree that the Closing Date shall be June 16November 7, 20092006, 10:00 a.m., New York City time. Location of Closing: Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP Columbia Center Washington Harbour 0000 00xx X Xxxxxx, X.X. XX Xxxxxxxxxx, XX 00000 00000-0000 Address for Notice to Representative: Deutsche Bank Securities Inc. as Underwriter and as a Representative of the Underwriters named in Schedule I to the Underwriting Agreement 00 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx Xxx Tel: (000) 000-0000 Fax: (000) 000-0000 RBS Securities Inc. Xxxxxxx, Xxxxx & Co. as Underwriter and as a Representative of the Underwriters named in Schedule I to the Underwriting Agreement 000 Xxxxxxxxxx Xxxxxxxxx Xxxxxxxx00 Xxxxx Xxxxxx Xxx Xxxx, Xxxxxxxxxxx Xxx Xxxx 00000 Attention: Xxxxxxx X. Xxxxxxx Xxxxx Tel: (000) 000-0000 Fax: (000) 000-0000 Underwriters’ Foreign Jurisdiction Distributions: Pursuant to Section 6(d)(iii) of the Underwriting Agreement, each Underwriter agrees to provide the Company, after the Closing Date, with a list of any foreign jurisdictions to which that Underwriter delivered a written confirmation in connection with its sale of Notes (it being expressly understood, for the avoidance of doubt, that this provision relates only to the initial distribution of the Notes, and not to secondary market sales). The Underwriters agree, severally and not jointly, subject to the terms and provisions of the above-referenced Underwriting Agreement which is incorporated herein in its entirety and made a part hereof, to purchase the principal amount of the above-referenced Series of Notes set forth opposite their names on Schedule I hereto. DEUTSCHE BANK SECURITIES INC., as Underwriter or as a Representative of the Underwriters named on Schedule I of the Underwriting Agreement By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Director By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Vice President By: /s/ Xxxx Xxxxxxxxxxx Name: Xxxx Xxxxxxxxxxx Title: Director RBS SECURITIES INCXXXXXXX, XXXXX & CO., as Underwriter or and as a Representative of the Underwriters named on in Schedule I of the Underwriting to this Agreement By: /s/ Xxxx Xxxxxx Xxxxxxx, Sachs & Co. Name: Xxxx Xxxxxx Title: Managing Director [Signature Page to Capital One Multi-asset Execution Trust (Card series Class A(2009A(2006-114)) Terms Agreement] Accepted: CAPITAL ONE MULTI-ASSET EXECUTION TRUST, as Issuer By: Capital One Funding, LLC, not in its individual capacity but solely as Beneficiary on behalf of the Issuer By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Assistant Vice President CAPITAL ONE FUNDING, LLC, as Transferor By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Assistant Vice President CAPITAL ONE BANK (USA), NATIONAL ASSOCIATIONBANK, as a Seller By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Vice President, Treasury CAPITAL ONE, F.S.B., as a Seller By: /s/ Xxxxxx X. Xxxx Xxxxxx Name: Xxxxxx X Xxxx X. Xxxxxx Title: Assistant Treasurer Vice President, Treasury [Signature Page to Capital One Multi-asset Execution Trust (Card series Class A(2009A(2006-114)) Terms Agreement] SCHEDULE I UNDERWRITERS $650,000,000 500,000,000 Principal Amount of Card series Class A(2009A(2006-114) Notes Underwriters Principal Amount Deutsche Bank Securities Inc. $ 108,336,000 RBS Securities Inc. $ 108,336,000 Barclays Capital Inc. $ 108,332,000 83,334,000 Xxxxxxx, Xxxxx & Co. 83,334,000 ABN AMRO Incorporated 83,333,000 Citigroup Global Markets Inc. $ 108,332,000 83,333,000 Credit Suisse Securities (USA) LLC $ 108,332,000 X.X. 83,333,000 Xxxxxx Securities Inc. $ 108,332,000 Xxxxxxx & Co. Incorporated 83,333,000 Total $ 650,000,000500,000,000

Commissions, Concessions and Discounts. The Underwriters’ ' discounts and commissions, the concessions that the Underwriters may allow to certain dealers, and the discounts that such dealers may reallow to certain other dealers, each expressed as a percentage of the principal amount of the Notes, shall be as follows: Discounts and Price Commissions Price Concessions Reallowance 0.20000% ----------------------------- ------------------------------- -------------------------------- [0.%] not in excess of 0.12000% [0.%] not in excess of 0.06000% [0.%] Reimbursement of Expenses: The Underwriters shall reimburse the Company for an amount not to exceed $0 __________ for application towards expenses. Time of Sale: 3:39 p.m. (Eastern Time (U.S.)) on June 4, 2009 (the time the first contract of sale was entered into as designated by the Representatives). Closing Date: Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended, the Underwriters, the Company and the Issuer hereby agree that the Closing Date shall be June 16__________ ___, 20092002, 10:00 a.m., New York City time. Location of Closing: Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP Columbia Center [Washington Harbour 0000 00xx X Xxxxxx, X.X. XX Xxxxxxxxxx, XX 00000 00000] Payment for the Notes: Address for Notice to RepresentativeRepresentatives: Deutsche Bank Securities Inc. [NAME OF Representatives], as Underwriter and as a Representative Representatives of the Underwriters named in Schedule I to the Underwriting Agreement 00 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 hereto [ADDRESS] Attention: Xxxxxx Xxx [ ] Tel: (000) 000-0000 [ ] Fax: (000) 000-0000 RBS Securities Inc. as Underwriter and as a Representative of the Underwriters named in Schedule I to the Underwriting Agreement 000 Xxxxxxxxxx Xxxxxxxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Attention[] Opinion Modifications: Xxxxxxx X. Xxxxxxx Tel: (000) 000-0000 Fax: (000) 000-0000 Underwriters’ Foreign Jurisdiction Distributions: Pursuant to Section 6(d)(iii) of the Underwriting Agreement, each Underwriter agrees to provide the Company, after the Closing Date, with a list of any foreign jurisdictions to which that Underwriter delivered a written confirmation in connection with its sale of Notes (it being expressly understood, for the avoidance of doubt, that this provision relates only to the initial distribution of the Notes, and not to secondary market sales). The Underwriters agree, severally and not jointly, subject to the terms and provisions of the above-referenced Underwriting Agreement which is incorporated herein in its entirety and made a part hereof, to purchase the principal amount of the above-referenced Series of Notes set forth opposite their names on Schedule I hereto. DEUTSCHE BANK SECURITIES INC.[NAME OF REPRESENTATIVE], as Underwriter or as a Representative of the Underwriters named on Schedule I of the Underwriting Agreement hereto By: /s/ Xxxxxx Xxxx :__________________________ Name: Xxxxxx Xxxx Title: Vice President By: /s/ Xxxx Xxxxxxxxxxx Name: Xxxx Xxxxxxxxxxx Title: Director RBS SECURITIES INC., as Underwriter or as a Representative of the Underwriters named on Schedule I of the Underwriting Agreement By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director [Signature Page to Capital One Multi-asset Execution Trust (Card series Class A(2009-1)) Terms Agreement] Accepted: CAPITAL ONE MULTI-ASSET EXECUTION TRUST, as Issuer TRUST By: Capital One Funding, LLC, not in its individual capacity but solely as Beneficiary on behalf of the Issuer By: /s/ Xxxxxxx Xxxxx ________________________ Name: Xxxxxxx Xxxxx Title: Assistant Vice President CAPITAL ONE FUNDING, LLC, LLC as Originator and Transferor By: /s/ Xxxxxxx Xxxxx ________________________ Name: Xxxxxxx Xxxxx Title: Assistant Vice President CAPITAL ONE BANK (USA), NATIONAL ASSOCIATION, as a Seller By: /s/ Xxxxxx X. Xxxx ________________________ Name: Xxxxxx X Xxxx Title: Assistant Treasurer [Signature Page to Capital One Multi-asset Execution Trust (Card series Class A(2009-1) Terms Agreement] SCHEDULE I UNDERWRITERS $650,000,000 Principal Amount of Card series Class A(2009-1) Notes Underwriters Principal Amount Deutsche Bank Securities Inc. $ 108,336,000 RBS Securities Inc. $ 108,336,000 Barclays Capital Inc. $ 108,332,000 Citigroup Global Markets Inc. $ 108,332,000 Credit Suisse Securities (USA) LLC $ 108,332,000 X.X. Xxxxxx Securities Inc. $ 108,332,000 Total $ 650,000,000CAPITAL ONE, F.S.B. as a Seller By: ________________________ Name: Title:

Commissions, Concessions and Discounts. The Underwriters’ ' discounts and commissions, the concessions that the Underwriters may allow to certain dealers, and the discounts that such dealers may reallow to certain other dealers, each expressed as a percentage of the principal amount of the Notes, shall be as follows: Discounts and Commissions Price Concessions Reallowance 0.200000.22500% not in excess of 0.120000.13500% not in excess of 0.060000.06750% Reimbursement of Expenses: The Underwriters shall reimburse the Company for an amount not to exceed $0 for application towards expenses. Time of Sale: 3:39 2:45 p.m. (Eastern Time (U.S.)) on June 4July 24, 2009 2007 (the time the first contract of sale was entered into as designated by the Representatives). Closing Date: Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended, the Underwriters, the Company and the Issuer hereby agree that the Closing Date shall be June 16July 31, 20092007, 10:00 a.m., New York City time. Location of Closing: Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP Columbia Center Washington Harbour 0000 00xx X Xxxxxx, X.X. XX Xxxxxxxxxx, XX 00000 00000-0000 Address for Notice to Representative: Deutsche Bank Credit Suisse Securities Inc. (USA) LLC as Underwriter and as a Representative of the Underwriters named in Schedule I to the Underwriting Agreement Eleven Madison Avenue New York, New York 10010 Attention: Xxxxxx Xxxxxx Tel: (000) 000-0000 Fax: (000) 000-0000 Xxxxxxx, Xxxxx & Co. as Underwriter and as a Representative of the Underwriters named in Schedule I to the Underwriting Agreement 00 Xxxx Xxxxxx, 00xx Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx Xxx Tel: (000) 000-0000 Fax: (000) 000-0000 RBS Securities Inc. as Underwriter and as a Representative of the Underwriters named in Schedule I to the Underwriting Agreement 000 Xxxxxxxxxx Xxxxxxxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Attention: Xxxxxxx X. Xxxxxxx Xxxxx Tel: (000) 000-0000 Fax: (000) 000-0000 Underwriters’ ' Foreign Jurisdiction Distributions: Pursuant to Section 6(d)(iii) of the Underwriting Agreement, each Underwriter agrees to provide the Company, after the Closing Date, with a list of any foreign jurisdictions to which that Underwriter delivered a written confirmation in connection with its sale of Notes (it being expressly understood, for the avoidance of doubt, that this provision relates only to the initial distribution of the Notes, and not to secondary market sales). The Underwriters agree, severally and not jointly, subject to the terms and provisions of the above-referenced Underwriting Agreement which is incorporated herein in its entirety and made a part hereof, to purchase the principal amount of the above-referenced Series of Notes set forth opposite their names on Schedule I hereto. DEUTSCHE BANK CREDIT SUISSE SECURITIES INC.(USA) LLC, as Underwriter or as a Representative of the Underwriters named on Schedule I of the Underwriting Agreement By: /s/ Xxxxxx Xxxx Xxxxxx Name: Xxxxxx Xxxx Title: Vice President By: /s/ Xxxx Xxxxxxxxxxx Name: Xxxx Xxxxxxxxxxx Xxxxxx Title: Director RBS SECURITIES INCXXXXXXX, XXXXX & CO., as Underwriter or and as a Representative of the Underwriters named on in Schedule I of the Underwriting to this Agreement By: /s/ Xxxx Xxxxxx Xxxxxxx Sachs & Co. Name: Xxxx Xxxxxx Xxxxxxx Xxxxxxxx Title: Managing Director [Signature Page to Capital One Multi-asset Execution Trust (Card series Class A(2009B(2007-15)) Terms Agreement] Accepted: CAPITAL ONE MULTI-ASSET EXECUTION TRUST, as Issuer By: Capital One Funding, LLC, not in its individual capacity but solely as Beneficiary on behalf of the Issuer By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Assistant Vice President CAPITAL ONE FUNDING, LLC, as Transferor By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Assistant Vice President CAPITAL ONE BANK (USA), NATIONAL ASSOCIATIONBANK, as Seller By: /s/ Xxxxxx X. Xxxx Xxxxxx Name: Xxxxxx X Xxxx X. Xxxxxx Title: Assistant Treasurer Vice President, Treasury [Signature Page to Capital One Multi-asset Execution Trust (Card series Class A(2009B(2007-15) Terms Agreement] SCHEDULE I UNDERWRITERS $650,000,000 150,000,000 Principal Amount of Card series Class A(2009B(2007-15) Notes Underwriters Principal Amount Deutsche Bank Securities Inc. ABN AMRO Incorporated $ 108,336,000 RBS Securities Inc. $ 108,336,000 Barclays Capital Inc. $ 108,332,000 Citigroup Global Markets Inc. $ 108,332,000 37,500,000 Credit Suisse Securities (USA) LLC $ 108,332,000 37,500,000 Xxxxxxx, Sachs & Co. 37,500,000 X.X. Xxxxxx Securities Inc. $ 108,332,000 37,500,000 Total $ 650,000,000150,000,000