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 0.200% not in excess of 0.120% not in excess of 0.060% Reimbursement of Expenses: The Underwriters shall reimburse the Company for an amount not to exceed $0 for application towards expenses. Time of Sale: 4:29 p.m. (Eastern Time (U.S.)) on October 30, 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 November 7, 2006, 10:00 a.m., New York City time. Location of Closing: Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP Washington Harbour 0000 X Xxxxxx, XX Xxxxxxxxxx, XX 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 Xxxxxxx, Xxxxx & Co. as Underwriter and as a Representative of the Underwriters named in Schedule I to the Underwriting Agreement 00 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxx X. 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 XXXXXXX, XXXXX & CO., as Underwriter and as a Representative of the Underwriters named in Schedule I to this Agreement By: /s/ Xxxxxxx, Sachs & Co. Name: Title: [Signature Page to Capital One Multi-asset Execution Trust (Card series Class A(2006-14)) 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, 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. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President, Treasury [Signature Page to Capital One Multi-asset Execution Trust (Card series Class A(2006-14)) Terms Agreement] SCHEDULE I UNDERWRITERS $500,000,000 Principal Amount of Card series Class A(2006-14) Notes Underwriters Principal Amount Deutsche Bank Securities Inc. $ 83,334,000 Xxxxxxx, Xxxxx & Co. 83,334,000 ABN AMRO Incorporated 83,333,000 Citigroup Global Markets Inc. 83,333,000 Credit Suisse Securities (USA) LLC 83,333,000 Xxxxxx Xxxxxxx & Co. Incorporated 83,333,000 Total $ 500,000,000

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 0.2000.22500% not in excess of 0.1200.13500% not in excess of 0.0600.06750% Reimbursement of Expenses: The Underwriters shall reimburse the Company for an amount not to exceed $0 for application towards expenses. Time of Sale: 4:29 2:45 p.m. (Eastern Time (U.S.)) on October 30July 24, 2006 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 November 7July 31, 20062007, 10:00 a.m., New York City time. Location of Closing: Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP Washington Harbour 0000 X Xxxxxx, XX Xxxxxxxxxx, XX 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 00 Xxxx XxxxxxEleven Madison Avenue New York, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 New York 10010 Attention: Xxxxxx Xxx 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 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxx X. 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 Xxx Xxxxxx Name: Xxxxxx Xxx Xxxxxx Title: Director By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Vice President XXXXXXX, XXXXX & CO., as Underwriter and as a Representative of the Underwriters named in Schedule I to this Agreement By: /s/ Xxxxxxx, Xxxxxxx Sachs & Co. Name: Xxxxxxx Xxxxxxxx Title: Managing Director [Signature Page to Capital One Multi-asset Execution Trust (Card series Class A(2006B(2007-145)) 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, 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. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President, Treasury [Signature Page to Capital One Multi-asset Execution Trust (Card series Class A(2006B(2007-14)5) Terms Agreement] SCHEDULE I UNDERWRITERS $500,000,000 150,000,000 Principal Amount of Card series Class A(2006B(2007-145) Notes Underwriters Principal Amount Deutsche Bank Securities Inc. $ 83,334,000 Xxxxxxx, Xxxxx & Co. 83,334,000 ABN AMRO Incorporated 83,333,000 Citigroup Global Markets Inc. 83,333,000 $ 37,500,000 Credit Suisse Securities (USA) LLC 83,333,000 Xxxxxx Xxxxxxx 37,500,000 Xxxxxxx, Sachs & Co. Incorporated 83,333,000 37,500,000 X.X. Xxxxxx Securities Inc. 37,500,000 Total $ 500,000,000150,000,000

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 0.2000.20000% not in excess of 0.1200.12000% not in excess of 0.0600.06000% Reimbursement of Expenses: The Underwriters shall reimburse the Company for an amount not to exceed $0 for application towards expenses. Time of Sale: 4:29 3:39 p.m. (Eastern Time (U.S.)) on October 30June 4, 2006 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 November 7June 16, 20062009, 10:00 a.m., New York City time. Location of Closing: Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP Washington Harbour Columbia Center 0000 X 00xx Xxxxxx, XX X.X. Xxxxxxxxxx, XX 00000-0000 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 Xxxxxxx, Xxxxx & Co. RBS Securities Inc. as Underwriter and as a Representative of the Underwriters named in Schedule I to the Underwriting Agreement 00 Xxxxx Xxxxxx Xxx Xxxx000 Xxxxxxxxxx Xxxxxxxxx Xxxxxxxx, Xxx Xxxx Xxxxxxxxxxx 00000 Attention: Xxxxxxx X. Xxxxx 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 Xxx Name: Xxxxxx Xxx Title: Director By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Vice President XXXXXXX, XXXXX & COBy: /s/ Xxxx Xxxxxxxxxxx Name: Xxxx Xxxxxxxxxxx Title: Director RBS SECURITIES INC., as Underwriter and or as a Representative of the Underwriters named in on Schedule I to this of the Underwriting Agreement By: /s/ Xxxxxxx, Sachs & Co. Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director [Signature Page to Capital One Multi-asset Execution Trust (Card series Class A(2006A(2009-141)) 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 BANKBANK (USA), NATIONAL ASSOCIATION, 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. Xxxxxx Xxxx Name: Xxxxxx X. Xxxxxx X Xxxx Title: Vice President, Treasury Assistant Treasurer [Signature Page to Capital One Multi-asset Execution Trust (Card series Class A(2006A(2009-14)1) Terms Agreement] SCHEDULE I UNDERWRITERS $500,000,000 650,000,000 Principal Amount of Card series Class A(2006A(2009-141) Notes Underwriters Principal Amount Deutsche Bank Securities Inc. $ 83,334,000 Xxxxxxx, Xxxxx & Co. 83,334,000 ABN AMRO Incorporated 83,333,000 108,336,000 RBS Securities Inc. $ 108,336,000 Barclays Capital Inc. $ 108,332,000 Citigroup Global Markets Inc. 83,333,000 $ 108,332,000 Credit Suisse Securities (USA) LLC 83,333,000 $ 108,332,000 X.X. Xxxxxx Xxxxxxx & Co. Incorporated 83,333,000 Securities Inc. $ 108,332,000 Total $ 500,000,000650,000,000

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 0.200% ----------------------------- ------------------------------- -------------------------------- [0.%] not in excess of 0.120% [0.%] not in excess of 0.060% [0.%] Reimbursement of Expenses: The Underwriters shall reimburse the Company for an amount not to exceed $0 __________ for application towards expenses. Time of Sale: 4:29 p.m. (Eastern Time (U.S.)) on October 30, 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 November 7__________ ___, 20062002, 10:00 a.m., New York City time. Location of Closing: Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP [Washington Harbour 0000 X Xxxxxx, XX Xxxxxxxxxx, XX 00000-0000 ] 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 Xxxxxxx, Xxxxx & Co. as Underwriter and as a Representative of the Underwriters named in Schedule I to the Underwriting Agreement 00 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention[] Opinion Modifications: Xxxxxxx X. 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.[NAME OF REPRESENTATIVE], as Underwriter or as a Representative of the Underwriters named on Schedule I of the Underwriting Agreement hereto By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Director By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Vice President XXXXXXX, XXXXX & CO., as Underwriter and as a Representative of the Underwriters named in Schedule I to this Agreement By: /s/ Xxxxxxx, Sachs & Co. :__________________________ Name: Title: [Signature Page to Capital One Multi-asset Execution Trust (Card series Class A(2006-14)) 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, BANK as a Seller By: /s/ Xxxxx Xxxxxxxx ________________________ Name: Xxxxx Xxxxxxxx Title: Managing Vice President, Treasury CAPITAL ONE, F.S.B., F.S.B. as a Seller By: /s/ Xxxxxx X. Xxxxxx ________________________ Name: Xxxxxx X. Xxxxxx Title: Vice President, Treasury [Signature Page to Capital One Multi-asset Execution Trust (Card series Class A(2006-14)) Terms Agreement] SCHEDULE I UNDERWRITERS $500,000,000 Principal Amount of Card series Class A(2006-14) Notes Underwriters Principal Amount Deutsche Bank Securities Inc. $ 83,334,000 Xxxxxxx, Xxxxx & Co. 83,334,000 ABN AMRO Incorporated 83,333,000 Citigroup Global Markets Inc. 83,333,000 Credit Suisse Securities (USA) LLC 83,333,000 Xxxxxx Xxxxxxx & Co. Incorporated 83,333,000 Total $ 500,000,000: