UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended: December 31, 2010
or
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For Transition period
Commission File Number of issuing entity: 333-167097-02 | Commission File Number of issuing entity: 333-167097-01 | |
CAPITAL ONE MULTI-ASSET EXECUTION TRUST* |
CAPITAL ONE MASTER TRUST | |
(Exact Name of Issuing Entity as Specified in Its Charter) (Issuer of the Notes) |
(Exact Name of Issuing Entity as Specified in Its Charter) (Issuer of the Collateral Certificate) |
Commission File Number of depositor: 333-167097
CAPITAL ONE FUNDING, LLC
(Exact Name of Depositor as Specified in Its Charter)
CAPITAL ONE BANK (USA), NATIONAL ASSOCIATION
(Exact Name of Sponsor as Specified in Its Charter)
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 140 East Shore Drive Room 1071-B Glen Allen, VA 23059 |
c/o Capital One Funding, LLC 140 East Shore Drive Room 1071-B Glen Allen, VA 23059 | |
(Address of Principal Executive Offices of Issuing Entity) |
(Address of Principal Executive Offices of Issuing Entity) | |
(804) 290-6959 | (804) 290-6959 | |
(Telephone number, including area code) | (Telephone number, including area code) | |
Not Applicable | Not Applicable | |
(I.R.S. Employer Identification No.) | (I.R.S. Employer Identification No.) | |
Not Applicable | Not Applicable | |
(Former name, former address, if changed since last report) | (Former name, former address, if changed since last report) |
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨ Yes x No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ¨ Yes x No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes ¨ No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part II of the Form 10-K or any amendment to this form 10-K. x [Item 405 of Regulation S-K is not applicable.]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
Non-accelerated filer | x (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ¨ Yes x No
Registrant has no voting or non-voting common equity outstanding held by non-affiliates.
Documents Incorporated by Reference. See Item 15(b).
* | In accordance with relevant regulations of the Securities and Exchange Commission, the depositor files annual and other reports with the Commission on behalf of Capital One Multi-asset Execution Trust and Capital One Master Trust under the Central Index Key (CIK) number (0001163321) for Capital One Multi-asset Execution Trust. |
PART I
The following Items have been omitted in accordance with General Instruction J to Form 10K:
Item 1: |
Business. | |
Item 1A: |
Risk Factors. | |
Item 2: |
Properties. | |
Item 3: |
Legal Proceedings. | |
Item 4: |
Submission of Matters to a Vote of Security Holders. |
Item 1B. Unresolved Staff Comments.
Not Applicable.
Substitute information provided in accordance with General Instruction J to Form 10K:
Item 1112(b) of Regulation AB. Significant Obligors of Pool Assets (Financial Information).
The primary asset of the issuing entity is the collateral certificate, Series 2002-CC, representing an undivided interest in Capital One Master Trust, whose assets include the receivables arising in a portfolio of credit card accounts. Capital One Master Trust, therefore, may be considered a significant obligor in relation to Capital One Multi-asset Execution Trust. Pursuant to Instruction 3.b. to Item 1112(b) of Regulation AB, the information required by Instruction J to Form 10-K in respect of Capital One Master Trust has been disclosed in this report on Form 10-K in lieu of the information otherwise contemplated by Item 1112(b).
The pool assets held by Capital One Master Trust do not include any significant obligors.
Item 1114(b)(2) of Regulation AB: Credit Enhancement and Other Support, Except for Certain Derivatives Instruments (Financial Information).
Based on the standards set forth in Item 1114(b)(2) of Regulation AB, no information is required in response to this Item.
Item 1115(b) of Regulation AB: Certain Derivatives Instruments (Financial Information).
Based on the standards set forth in Item 1115(b) of Regulation AB, no information is required in response to this Item.
Item 1117 of Regulation AB: Legal Proceedings.
Litigation claims and proceedings of all types are subject to many uncertain factors that generally cannot be predicted with assurance. Below we provide a description of certain legal proceedings and claims.
The bank is a member of Visa U.S.A., Inc. (Visa). As a member, the bank has indemnification obligations to Visa with respect to final judgments and settlements of certain litigation against Visa. In 2005, a number of entities, each purporting to represent a class of retail merchants, filed antitrust lawsuits (the Interchange Lawsuits) against Visa and MasterCard International (MasterCard) and several member banks, including the Corporation and its subsidiaries (including the bank), alleging among other things, that the defendants conspired to fix the level of interchange fees. The complaints seek injunctive relief and civil monetary damages, which could be trebled. Separately, a number of large merchants have asserted similar claims against Visa and MasterCard only. In October 2005, the class and merchant Interchange lawsuits were consolidated before the U.S. District Court for the Eastern District of New York for certain purposes, including discovery. Fact and expert discovery have closed. The parties have briefed and presented oral argument on motions to dismiss and class certification and are awaiting decisions from the court.
In the first quarter of 2008, Visa completed an IPO of its stock. With IPO proceeds, Visa established an escrow account for the benefit of member banks to fund certain litigation settlements and claims, including the Interchange Lawsuits. As a result, in the first quarter of 2008, the Corporation reduced its
Visa-related indemnification liabilities of $91 million recorded in other liabilities with a corresponding reduction of other non-interest expense. The Corporation made an election in accordance with the accounting guidance for fair value option for financial assets and liabilities on the indemnification guarantee to Visa, and the fair value of the guarantee at December 31, 2010 and December 31, 2009 was zero. In January, 2011, the Corporation entered into a MasterCard Settlement and Judgment Sharing Agreement, along with other defendant banks, which apportions any costs and liabilities of any judgment or settlement arising from the Interchange Lawsuits.
In 2007, a number of individual plaintiffs, each purporting to represent a class of cardholders, filed antitrust lawsuits in the U.S. District Court for the Northern District of California against several issuing banks, including the Corporation (the In Re Late Fees Litigation). These lawsuits allege, among other things, that the defendants conspired to fix the level of late fees and over-limit fees charged to cardholders, and that these fees are excessive. In May 2007, the cases were consolidated for all purposes, and a consolidated amended complaint was filed alleging violations of federal statutes and state law. The amended complaint requests civil monetary damages, which could be trebled, and injunctive relief. In November 2007, the court dismissed the amended complaint. Plaintiffs appealed that order to the Ninth Circuit Court of Appeals. The plaintiffs appeal challenges the dismissal of their claims under the National Bank Act, the Depository Institutions Deregulation Act of 1980 and the California Unfair Competition Law, but not their antitrust conspiracy claims. In June 2009, the Ninth Circuit Court of Appeals stayed the matter pending the bankruptcy proceedings of one of the defendant financial institutions. In December 2010, the Ninth Circuit Court of Appeals entered an additional order continuing the stay of the matter pending the bankruptcy proceedings.
Between January and April 2010, eight substantially similar putative class actions were filed against the bank and Capital One Services, LLC (COSL) challenging various marketing practices relating to the banks payment protection product: Blackie v. Capital One Bank, et al. (U.S. District Court for the Eastern District of Pennsylvania); Carr v. Capital One Bank, et al. (U.S. District Court for the District of New Jersey); McCoy v. Capital One Bank, et al. (U.S. District Court for the Southern District of California); Mitchell v. Capital One Bank, et. al. (U.S. District Court for the Central District of California); Salazar v. Capital One Bank, et al. (U.S. District Court for the District of South Carolina); Smith v. Capital One Bank, et al. (U.S. District Court for the District of Arkansas); Sullivan v. Capital One Bank, et al, (U.S. District Court for the District of Connecticut); Watlington v. Capital One Bank, et al. (U.S. District Court for the Middle District of North Carolina) (collectively The Payment Protection Class Actions). The Payment Protection Class Actions seek a range of remedies, including compensatory damages, punitive damages, restitution, disgorgement, injunctive relief and attorneys fees. Each of these cases is in early stages. In addition, in September 2009, the U.S. District Court for the Middle District of Florida certified a statewide class action in Spinelli v. Capital One Bank, et al. with respect to the marketing of the payment protection product in Florida. In May, 2010, the U.S. Court of Appeals for the Eleventh Circuit denied the banks and COSLs petition for interlocutory review of the class certification order, allowing the case to proceed toward the summary judgment stage. In May 2010, the bank and COSL entered into a preliminary global settlement with the various putative class counsel in The Payment Protection Class Actions. In August 2010, the Florida federal court issued a preliminary approval order for the settlement. After hearings in November and December, 2010, the Florida federal court issued a final approval order for the settlement. The Corporation believes the total expected costs of the settlement will be within the non-material litigation reserve amount established in the second quarter of 2010, and as a result, does not believe the amount necessary to resolve the litigation will be material to its financial conditions or results of operations.
In July 2010, the U.S. Court of Appeals for the Ninth Circuit reversed a dismissal entered in favor of the bank in Rubio v. Capital One Bank, which was filed in the U.S. District Court for the Central District of California in 2007. The plaintiff in Rubio alleged in a putative class action that the bank breached its contractual obligations and violated the Truth In Lending Act (the TILA) and Californias Unfair Competition Law (the UCL) when it raised interest rates on certain credit card accounts. The District Court granted the banks motion to dismiss all claims as a matter of law prior to any discovery. On appeal, the Ninth Circuit reversed the District Courts dismissal with respect to the TILA and UCL claims, remanding the case back to the District Court for further proceedings. The Ninth Circuit upheld the dismissal of the plaintiffs breach of contract claim, finding that the bank was contractually allowed to increase interest rates. In September 2010, the Ninth Circuit denied the banks Petition for Panel Rehearing and Rehearing En Banc. In January, 2011, the bank filed a writ of certiorari with the United States Supreme Court, seeking leave to appeal the Ninth Circuits ruling.
The Capital One Bank Credit Card Interest Rate Multi-district Litigation matter involves similar issues as Rubio. This multi-district litigation matter was created as a result of a June 2010 transfer order issued by the United States Judicial Panel on Multidistrict Litigation (MDL), which consolidated for pretrial proceedings in the U.S. District Court for the Northern District of Georgia two pending putative class actions against the bank Nancy Mancuso, et al. v. Capital One Bank (USA), N.A., et al., (E.D. Virginia); and Kevin S. Barker, et al. v. Capital One Bank (USA), N.A., (N.D. Georgia). A third action, Jennifer L. Kolkowski v. Capital One Bank (USA), N.A., (C.D. California) was subsequently transferred into the MDL. On August 2, 2010, the plaintiffs in the MDL filed a Consolidated Amended Complaint. The Consolidated Amended Complaint alleges in a putative class action that the bank breached its contractual obligations, and violated the Truth in Lending Act, the California Consumers Legal Remedies Act, the California Unfair Competition Law, the California False Advertising Act, the New Jersey Consumer Fraud Act, and the Kansas Consumer Protection Act when it raised interest rates on certain credit card accounts. The parties are currently conducting discovery.
In January 2010, the West Virginia Attorney General filed suit against the bank and various affiliates in Mason County, West Virginia, challenging numerous credit card practices under the West Virginia Consumer Credit and Protection Act. The West Virginia Attorney General seeks injunctive relief, consumer refunds, statutory damages, disgorgement, and attorneys fees. The bank removed the case to the U.S. District Court for the Southern District of West Virginia and filed a motion to dismiss the complaint. In July 2010, the U.S. District Court for the Southern District of West Virginia remanded the case back to Mason County Circuit Court and denied the motion to dismiss as moot. In August 2010, we filed a motion to dismiss and a motion to stay discovery pending resolution of the motion to dismiss. In January 2011, the Court took our motion to dismiss under advisement, while permitting discovery to proceed.
In May 2010, the Corporation and the bank were named as defendants in a putative class action named Steen v. Capital One Financial Corporation, et al., filed in the U.S. District Court for the Eastern District of Louisiana. Plaintiff challenges our practices relating to fees for overdraft and non-sufficient funds fees on consumer checking accounts. Plaintiff alleges that our methodology for posting transactions to customer accounts is designed to maximize the generation of overdraft fees, supporting claims for breach of contract, breach of the covenant of good faith and fair dealing, unconscionability, conversion, unjust enrichment and violations of state unfair trade practices laws. Plaintiff seeks a range of remedies, including restitution, disgorgement, injunctive relief, punitive damages and attorneys fees. In May, 2010, the case was transferred to the Southern District of Florida for coordinated pre-trial proceedings as part of a multi-district litigation (MDL) involving numerous defendant banks, In re Checking Account Overdraft Litigation.
Given the inherent uncertainties involved in these matters, and the very large or indeterminate damages sought in some of these matters, there is significant uncertainty as to the ultimate liability we may incur from these litigation matters and an adverse outcome in one or more of these matters could be material to the results of operations or cash flows for any particular reporting period.
In addition, the Corporation and its subsidiary banks (including the bank) are commonly subject to various pending and threatened legal actions relating to the conduct of their normal business activities. In the opinion of management, the ultimate aggregate liability, if any, arising out of all such other pending or threatened legal actions will not be material to the Corporations consolidated financial position or its results of operations.
PART II
The following Items have been omitted in accordance with General Instruction J to Form 10K:
Item 5: | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. | |
Item 6: | Selected Financial Data. | |
Item 7: | Managements 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.
PART III
The following Items have been omitted in accordance with General Instruction J to Form 10K:
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. |
Substitute information provided in accordance with General Instruction J to Form 10K:
Item 1119 of Regulation AB: Affiliations and Certain Relationships and Related Transactions.
Information required by Item 1119 of Regulation AB has been omitted from this report on Form 10-K in reliance on the Instruction to Item 1119.
Item 1122 of Regulation AB: Compliance with Applicable Servicing Criteria.
Each of the Bank, for itself and on behalf of its affiliate COSL, First Data Resources, Inc. and its affiliate REMITCO, LLC, Regulus Group, LLC, and The Bank of New York Mellon (each, a Servicing Participant) has been identified by the registrant as a party participating in the servicing function with respect to the pool assets held by each of Capital One Master Trust and Capital One Multi-asset Execution Trust. Each Servicing Participant has completed a report on an assessment of compliance with the servicing criteria applicable to such Servicing Participant (each, a Report on Assessment) as of, and for the twelve month period ended, December 31, 2010, which Reports on Assessment are included as exhibits to this Form 10-K. In addition, each Servicing Participant has provided an attestation report (each, an Attestation Report) by a registered independent public accounting firm regarding its related Report on Assessment. Each Attestation Report is attached as an exhibit to this Form 10-K.
Vendors
A Servicing Participant may engage one or more vendors to perform specific and limited, or scripted activities that address all or a portion of one or more servicing criteria applicable to such Servicing Participant. In general in these cases, the Servicing Participant has instituted policies and procedures to monitor whether such vendors activities comply in all material respects with such servicing criteria, and may elect to take responsibility for assessing compliance with the servicing criteria applicable to such vendors activities in such Servicing Participants Report on Assessment. Where the Servicing Participant has not instituted such policies and procedures, or where the Servicing Participant does not otherwise elect to take responsibility for assessing its vendors activities, the vendor is itself treated as a Servicing Participant and is required to provide its own Report on Assessment and related Attestation Report.
Exceptions
No Report on Assessment or related Attestation Report has identified (i) any material instance of noncompliance with the servicing criteria identified in such Report on Assessment as applicable to the related Servicing Participant or (ii) any material deficiency in such Servicing Participants policies and procedures to monitor vendor compliance.
Platform-Level Reports
Regulations of the Securities and Exchange Commission (the SEC) require that each Servicing Participant complete a Report on Assessment at a platform level, meaning that the transactions covered by the Report on Assessment should include all asset-backed securities transactions involving such Servicing Participant that are backed by the same asset type. Further guidance from the SEC staff identifies additional parameters which a Servicing Participant may apply to define and further limit its platform. For example, a Servicing Participant may define its platform to include only transactions that were completed on or after January 1, 2006 and that were registered with the SEC pursuant to the Securities Act of 1933. Each Servicing Participant is responsible for defining its own platform, and each platform will naturally differ based on various factors, including the Servicing Participants business model, the transactions in which it is involved and the range of activities performed in those transactions.
Based on our understanding of their platforms and the guidance that is available at this time, we believe that the parameters by which the Servicing Participants have defined their platforms should be permissible. However, because the guidance available at this time is subject to clarification or change, we cannot assure you that the SEC and its staff will necessarily agree.
Item 1123 of Regulation AB: Servicer Compliance Statement.
Each of the Bank, COSL and Capital One, N.A. has been identified by the registrant as a servicer meeting the criteria of Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB with respect to the pool assets held by each of Capital One Master Trust and Capital One Multi-asset Execution Trust. Each of these servicers has provided a statement of compliance (a Compliance Statement), which has been signed by an authorized officer of such related servicer. Each Compliance Statement is attached as an exhibit to this Form 10-K.
PART IV
Item 15. Exhibits, Financial Statement Schedules.
(a)(1) | Not Applicable. |
(a)(2) | Not Applicable. |
(a)(3) | Not Applicable. |
(b) | Exhibits |
Exhibit |
Description | |
3.1 | Amended and Restated Limited Liability Company Agreement of Capital One Funding, LLC dated as of July 31, 2002 (incorporated by reference to Exhibit 3.1 to Amendment No. 1 to Form S-3 Registration Statement (File Nos. 333-75276, 333-75276-01 and 333-75276-02) filed with the Securities and Exchange Commission on September 12, 2002). | |
3.2 | First Amendment dated as of March 1, 2008 to the Amended and Restated Limited Liability Company Agreement (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 4, 2008). | |
4.1 | Amended and Restated Receivables Purchase Agreement dated as of July 1, 2007 between Capital One Funding, LLC and Capital One Bank (USA), National Association (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 6, 2007). | |
4.2 | First Amendment dated as of March 1, 2008 to the Amended and Restated Receivables Purchase Agreement (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 4, 2008). | |
4.3 | Indenture for the Notes dated as of October 9, 2002, as amended and restated as of January 13, 2006 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 20, 2006). | |
4.4 | First Amendment dated as of March 1, 2008 to the Indenture (incorporated by reference to Exhibit 4.7 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 4, 2008). | |
4.5 | Asset Pool Supplement for the Notes dated October 9, 2002 (incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 12, 2002). | |
4.6 | First Amendment dated as of March 1, 2008 to the Asset Pool Supplement (incorporated by reference to Exhibit 4.8 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 4, 2008). | |
4.7 | Card Series Indenture Supplement for the Notes dated as of October 9, 2002 (incorporated by reference to Exhibit 4.6 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 12, 2002). | |
4.8 | First Amendment dated as of March 1, 2008 to the Card Series Indenture Supplement (incorporated by reference to Exhibit 4.9 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 4, 2008). | |
4.9 | Series 2002-CC Supplement to the Amended and Restated Pooling and Servicing Agreement dated as of October 9, 2002 relating to the COMT Collateral Certificate (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 12, 2002). | |
4.10 | First Amendment dated as of March 1, 2008 to the Series 2002-CC Supplement (incorporated by reference to Exhibit 4.6 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 4, 2008). | |
4.11 | Amended and Restated Pooling and Servicing Agreement, dated as of September 30, 1993, and as amended and restated as of August 1, 2002, January 13, 2006 and July 1, 2007 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 6, 2007). |
4.12 | First Amendment dated as of March 1, 2008 to the Amended and Restated Pooling and Servicing Agreement (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 4, 2008). | |
4.13 | Second Amendment dated as of July 15, 2010 to the Amended and Restated Pooling and Servicing Agreement (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 15, 2010). | |
4.14 | Defaulted Receivables Supplemental Servicing Agreement dated as of July 15, 2010 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 15, 2010). | |
4.15 | 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, 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). | |
4.16 | Second Amended and Restated Trust Agreement dated as of January 13, 2006 (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 20, 2006). | |
4.17 | Transfer and Administration Agreement dated as of October 9, 2002 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission by Capital One Funding, LLC on November 12, 2002). | |
4.18 | First Amendment dated as of March 1, 2008 to the Transfer and Administration Agreement (incorporated by reference to Exhibit 4.10 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 4, 2008). | |
4.19.1 | Class C(2003-3) Terms Document dated as of September 23, 2003 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on October 1, 2003, which is incorporated herein by reference). | |
4.19.2 | Class A(2003-5) Terms Document dated as of October 10, 2003 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on October 17, 2003, which is incorporated herein by reference). | |
4.19.3 | Class C(2003-4) Terms Document dated as of October 29, 2003 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on November 10, 2003, which is incorporated herein by reference). | |
4.19.4 | Class B(2003-5) Terms Document dated as of November 5, 2003 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on November 14, 2003, which is incorporated herein by reference). | |
4.19.5 | Class A(2004-1) Terms Document dated as of February 26, 2004 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on March 3, 2004, which is incorporated herein by reference). | |
4.19.6 | Class C(2004-2) Terms Document dated as of March 5, 2004 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on March 11, 2004, which is incorporated herein by reference). | |
4.19.7 | Class B(2004-3) Terms Document dated as of April 14, 2004 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on April 20, 2004, which is incorporated herein by reference). |
4.19.8 | Class A(2004-4) Terms Document dated as of June 10, 2004 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on June 15, 2004, which is incorporated herein by reference). | |
4.19.9 | Class A(2004-5) Terms Document, dated as of June 10, 2004 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on June 15, 2004, which is incorporated herein by reference). | |
4.19.10 | Class A(2004-7) Terms Document, dated as of September 9, 2004 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on September 13, 2004, which is incorporated herein by reference). | |
4.19.11 | Class A(2004-8) Terms Document, dated as of November 10, 2004 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on November 22, 2004, which is incorporated herein by reference). | |
4.19.12 | Supplemental Indenture with respect to additional Class A(2004-4) Notes, dated as of November 23, 2004 to Class A(2004-4) Terms Document, dated as of June 10, 2004 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on November 29, 2004, which is incorporated herein by reference). | |
4.19.13 | Class B(2005-1) Terms Document, dated as of March 3, 2005 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on March 9, 2005, which is incorporated herein by reference). | |
4.19.14 | Class A(2005-1) Terms Document, dated as of April 1, 2005 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on April 8, 2005, which is incorporated herein by reference). | |
4.19.15 | Class C(2005-1) Terms Document dated as of April 21, 2005 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on April 29, 2005, which is incorporated herein by reference). | |
4.19.16 | Class A(2005-3) Terms Document dated as of June 10, 2005 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on June 14, 2005, which is incorporated herein by reference). | |
4.19.17 | Class A(2005-4) Terms Document dated as of June 13, 2005 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on June 15, 2005, which is incorporated herein by reference). | |
4.19.18 | Class A(2005-6) Terms Document dated as of July 28, 2005 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on July 29, 2005, which is incorporated herein by reference). | |
4.19.19 | Class B(2005-3) Terms Document dated as of August 4, 2005 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on August 11, 2005, which is incorporated herein by reference). | |
4.19.20 | Class A(2005-7) Terms Document dated as of August 18, 2005 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on August 19, 2005, which is incorporated herein by reference). | |
4.19.21 | Class A(2005-9) Terms Document dated as of October 19, 2005 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on October 20, 2005, which is incorporated herein by reference). | |
4.19.22 | Class A(2005-10) Terms Document dated as of November 15, 2005 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on November 16, 2005, which is incorporated herein by reference). |
4.19.23 | Class A(2005-11) Terms Document dated as of November 23, 2005 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on November 29, 2005, which is incorporated herein by reference). | |
4.19.24 | Class A(2006-1) Terms Document dated as of January 20, 2006 (included in Exhibit 4.2 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on January 23, 2006, which is incorporated herein by reference). | |
4.19.25 | Class A(2006-2) Terms Document dated as of February 3, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on February 10, 2006, which is incorporated herein by reference). | |
4.19.26 | Omnibus Addendum dated as of February 10, 2006, to the various Terms Documents to the Indenture (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on February 13, 2006, which is incorporated herein by reference). | |
4.19.27 | Class A(2006-3) Terms Document dated as of March 1, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on March 7, 2006, which is incorporated herein by reference). | |
4.19.28 | Class A(2006-4) Terms Document dated as of March 8, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on March 15, 2006, which is incorporated herein by reference). | |
4.19.29 | Class A(2006-5) Terms Document dated as of April 4, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on April 12, 2006, which is incorporated herein by reference). | |
4.19.30 | Class B(2006-1) Terms Document dated as of April 6, 2006 (included in Exhibit 4.2 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on April 14, 2006, which is incorporated herein by reference). | |
4.19.31 | Class A(2006-6) Terms Document dated as of April 25, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on April 27, 2006, which is incorporated herein by reference). | |
4.19.32 | Class C(2006-1) Terms Document dated as of May 17, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on May 24, 2006, which is incorporated herein by reference). | |
4.19.33 | Class A(2006-7) Terms Document dated as of May 17, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on May 24, 2006, which is incorporated herein by reference). | |
4.19.34 | Class A(2006-8) Terms Document dated as of June 30, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on July 6, 2006, which is incorporated herein by reference). | |
4.19.35 | Class A(2006-9) Terms Document dated as of July 31, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on August 8, 2006, which is incorporated herein by reference). | |
4.19.36 | Class C(2006-2) Terms Document dated as of August 17, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on August 28, 2006, which is incorporated herein by reference). |
4.19.37 | Class A(2006-10) Terms Document dated as of August 25, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on August 28, 2006, which is incorporated herein by reference). | |
4.19.38 | Class A(2006-11) Terms Document dated as of September 1, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on September 8, 2006, which is incorporated herein by reference). | |
4.19.39 | Class A(2006-12) Terms Document dated as of October 5, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on October 16, 2006, which is incorporated herein by reference). | |
4.19.40 | Class C(2006-3) Terms Document dated as of October 11, 2006 (included in Exhibit 4.2 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on October 16, 2006, which is incorporated herein by reference). | |
4.19.41 | Class A(2006-14) Terms Document dated as of November 7, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on November 17, 2006, which is incorporated herein by reference). | |
4.19.42 | Class A(2007-1) Terms Document dated as of January 26, 2007 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on January 31, 2007, which is incorporated herein by reference). | |
4.19.43 | Class B(2007-1) Terms Document dated as of January 26, 2007 (included in Exhibit 4.2 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on January 31, 2007, which is incorporated herein by reference). | |
4.19.44 | Class C(2007-1) Terms Document dated as of January 26, 2007 (included in Exhibit 4.3 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on January 31, 2007, which is incorporated herein by reference). | |
4.19.45 | Class C(2007-2) Terms Document dated as of January 26, 2007 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on February 9, 2007, which is incorporated herein by reference). | |
4.19.46 | Class A(2007-2) Terms Document dated as of February 27, 2007 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on March 13, 2007, which is incorporated herein by reference). | |
4.19.47 | Class B(2007-2) Terms Document dated as of March 6, 2007 (included in Exhibit 4.2 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on March 13, 2007, which is incorporated herein by reference). | |
4.19.48 | Class A(2007-3) Terms Document dated as of May 10, 2007 (included in Exhibit 4.1(a) to the registrants Form 8-K, as filed with the Securities and Exchange Commission on May 18, 2007, which is incorporated herein by reference). | |
4.19.49 | Class B(2007-3) Terms Document dated as of May 17, 2007 (included in Exhibit 4.1(b) to the registrants Form 8-K, as filed with the Securities and Exchange Commission on May 18, 2007, which is incorporated herein by reference). | |
4.19.50 | Class B(2007-4) Terms Document dated as of May 17, 2007 (included in Exhibit 4.1(c) to the registrants Form 8-K, as filed with the Securities and Exchange Commission on May 18, 2007, which is incorporated herein by reference). | |
4.19.51 | Class A(2007-4) Terms Document dated as of May 23, 2007 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on May 31, 2007, which is incorporated herein by reference). |
4.19.52 | Class A(2007-5) Terms Document dated as of June 22, 2007 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on June 25, 2007, which is incorporated herein by reference). | |
4.19.53 | Class C(2007-3) Terms Document dated as of July 6, 2007 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on July 10, 2007, which is incorporated herein by reference). | |
4.19.54 | Class B(2007-5) Terms Document dated as of July 31, 2007 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on August 2, 2007, which is incorporated herein by reference). | |
4.19.55 | Class A(2007-6) Terms Document dated as of August 10, 2007 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on August 13, 2007, which is incorporated herein by reference). | |
4.19.56 | Class A(2007-7) Terms Document dated as of September 28, 2007 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on September 28, 2007, which is incorporated herein by reference). | |
4.19.57 | Class A(2007-8) Terms Document dated as of October 11, 2007 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on October 12, 2007, which is incorporated herein by reference). | |
4.19.58 | Class C(2007-4) Terms Document dated as of October 29, 2007 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on October 30, 2007, which is incorporated herein by reference). | |
4.19.59 | Class A(2008-1) Terms Document dated as of January 31, 2008 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on February 1, 2008, which is incorporated herein by reference). | |
4.19.60 | Class A(2008-2) Terms Document dated as of March 26, 2008 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on March 28, 2008, which is incorporated herein by reference). | |
4.19.61 | Class A(2008-3) Terms Document dated as of April 16, 2008 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on April 16, 2008, which is incorporated herein by reference). | |
4.19.62 | Class A(2008-4) Terms Document dated as of May 6, 2008 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on May 7, 2008, which is incorporated herein by reference). | |
4.19.63 | Class A(2008-5) Terms Document dated as of May 12, 2008 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on May 13, 2008, which is incorporated herein by reference). | |
4.19.64 | Class A(2008-6) Terms Document dated as of May 30, 2008 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on June 2, 2008, which is incorporated herein by reference). | |
4.19.65 | Class A(2009-1) Terms Document dated as of June 16, 2009 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on June 17, 2009, which is incorporated herein by reference). |
4.19.66 | Class A(2009-2) Terms Document dated as of June 16, 2009 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on June 17, 2009, which is incorporated herein by reference). | |
10.1 | Services Agreement, dated as of November 8, 2004, between Capital One Services, LLC (formerly known as Capital One Services, Inc.) and First Data Resources, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 15, 2005, as supplemented by the Current Report on Form 8-K/A (No. 1) filed with the Securities and Exchange Commission by Capital One Funding, LLC on December 21, 2005). Confidential Treatment has been requested for certain portions of the Services Agreement. | |
10.2 | Form of Subservicing Agreement between Capital One Bank (USA), National Association and Capital One Services, LLC (formerly known as Capital One Services, Inc.) (incorporated by reference to Exhibit 10.2 to Form S-3 Registration Statement (File Nos. 333-130862, 333-130862-01 and 333-130862-02) filed with the Securities and Exchange Commission on January 4, 2006). | |
10.3 | Services Agreement, dated as of March 16, 2006, between Capital One Bank (USA), National Association and Capital One, N.A. (formerly known as Hibernia National Bank) (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 22, 2006). | |
31.1 | Certification of Capital One Funding, LLC pursuant to Rule 13a-14(d)/15d-14(d) under the Securities Exchange Act of 1934. | |
33.1 | Report on Assessment of Compliance with Servicing Criteria for Capital One Bank (USA), National Association, for itself and on behalf of its affiliate Capital One Services, LLC | |
33.2 | Report on Assessment of Compliance with Servicing Criteria for First Data Resources, Inc. and REMITCO, LLC. | |
33.3 | Report on Assessment of Compliance with Servicing Criteria for Regulus Group, LLC. | |
33.4 | Report on Assessment of Compliance with Servicing Criteria for The Bank of New York Mellon. | |
34.1 | Attestation Report of Ernst & Young LLP on Assessment of Compliance with Servicing Criteria relating to Capital One Bank (USA), National Association and its affiliate Capital One Services, LLC | |
34.2 | Attestation Report of Ernst & Young LLP on Assessment of Compliance with Servicing Criteria relating to First Data Resources, Inc. and REMITCO, LLC. | |
34.3 | Attestation Report of KPMG LLP on Assessment of Compliance with Servicing Criteria relating to Regulus Group, LLC. | |
34.4 | Attestation Report of KPMG LLP on Assessment of Compliance with Servicing Criteria relating to The Bank of New York Mellon. | |
35.1 | Servicer Compliance Statement of Capital One Bank (USA), National Association. | |
35.2 | Servicer Compliance Statement of Capital One Services, LLC | |
35.3 | Servicer Compliance Statement of Capital One, N.A. |
(c) | Not Applicable. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Capital One Multi-asset Execution Trust | ||||
By: | Capital One Funding, LLC, as Depositor | |||
By: | /s/ Stephen Linehan | |||
Name: | Stephen Linehan* | |||
Title: | President | |||
Date: March 31, 2011 | ||||
* Stephen Linehan is the senior officer in charge of securitization of Capital One Funding, LLC. |
EXHIBIT INDEX
Exhibit |
Description | |
3.1 | Amended and Restated Limited Liability Company Agreement of Capital One Funding, LLC dated as of July 31, 2002 (incorporated by reference to Exhibit 3.1 to Amendment No. 1 to Form S-3 Registration Statement (File Nos. 333-75276, 333-75276-01 and 333-75276-02) filed with the Securities and Exchange Commission on September 12, 2002). | |
3.2 | First Amendment dated as of March 1, 2008 to the Amended and Restated Limited Liability Company Agreement (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 4, 2008). | |
4.1 | Amended and Restated Receivables Purchase Agreement dated as of July 1, 2007 between Capital One Funding, LLC and Capital One Bank (USA), National Association (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 6, 2007). | |
4.2 | First Amendment dated as of March 1, 2008 to the Amended and Restated Receivables Purchase Agreement (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 4, 2008). | |
4.3 | Indenture for the Notes dated as of October 9, 2002, as amended and restated as of January 13, 2006 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 20, 2006). | |
4.4 | First Amendment dated as of March 1, 2008 to the Indenture (incorporated by reference to Exhibit 4.7 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 4, 2008). | |
4.5 | Asset Pool Supplement for the Notes dated October 9, 2002 (incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 12, 2002). | |
4.6 | First Amendment dated as of March 1, 2008 to the Asset Pool Supplement (incorporated by reference to Exhibit 4.8 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 4, 2008). | |
4.7 | Card Series Indenture Supplement for the Notes dated as of October 9, 2002 (incorporated by reference to Exhibit 4.6 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 12, 2002). | |
4.8 | First Amendment dated as of March 1, 2008 to the Card Series Indenture Supplement (incorporated by reference to Exhibit 4.9 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 4, 2008). | |
4.9 | Series 2002-CC Supplement to the Amended and Restated Pooling and Servicing Agreement dated as of October 9, 2002 relating to the COMT Collateral Certificate (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 12, 2002). | |
4.10 | First Amendment dated as of March 1, 2008 to the Series 2002-CC Supplement (incorporated by reference to Exhibit 4.6 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 4, 2008). | |
4.11 | Amended and Restated Pooling and Servicing Agreement, dated as of September 30, 1993, and as amended and restated as of August 1, 2002, January 13, 2006 and July 1, 2007 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 6, 2007). | |
4.12 | First Amendment dated as of March 1, 2008 to the Amended and Restated Pooling and Servicing Agreement (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 4, 2008). | |
4.13 | Second Amendment dated as of July 15, 2010 to the Amended and Restated Pooling and Servicing Agreement (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 15, 2010). |
4.14 | Defaulted Receivables Supplemental Servicing Agreement dated as of July 15, 2010 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 15, 2010). | |
4.15 | 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, 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). | |
4.16 | Second Amended and Restated Trust Agreement dated as of January 13, 2006 (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 20, 2006). | |
4.17 | Transfer and Administration Agreement dated as of October 9, 2002 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission by Capital One Funding, LLC on November 12, 2002). | |
4.18 | First Amendment dated as of March 1, 2008 to the Transfer and Administration Agreement (incorporated by reference to Exhibit 4.10 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 4, 2008). | |
4.19.1 | Class C(2003-3) Terms Document dated as of September 23, 2003 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on October 1, 2003, which is incorporated herein by reference). | |
4.19.2 | Class A(2003-5) Terms Document dated as of October 10, 2003 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on October 17, 2003, which is incorporated herein by reference). | |
4.19.3 | Class C(2003-4) Terms Document dated as of October 29, 2003 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on November 10, 2003, which is incorporated herein by reference). | |
4.19.4 | Class B(2003-5) Terms Document dated as of November 5, 2003 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on November 14, 2003, which is incorporated herein by reference). | |
4.19.5 | Class A(2004-1) Terms Document dated as of February 26, 2004 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on March 3, 2004, which is incorporated herein by reference). | |
4.19.6 | Class C(2004-2) Terms Document dated as of March 5, 2004 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on March 11, 2004, which is incorporated herein by reference). | |
4.19.7 | Class B(2004-3) Terms Document dated as of April 14, 2004 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on April 20, 2004, which is incorporated herein by reference). | |
4.19.8 | Class A(2004-4) Terms Document dated as of June 10, 2004 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on June 15, 2004, which is incorporated herein by reference). | |
4.19.9 | Class A(2004-5) Terms Document, dated as of June 10, 2004 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on June 15, 2004, which is incorporated herein by reference). | |
4.19.10 | Class A(2004-7) Terms Document, dated as of September 9, 2004 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on September 13, 2004, which is incorporated herein by reference). |
4.19.11 | Class A(2004-8) Terms Document, dated as of November 10, 2004 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on November 22, 2004, which is incorporated herein by reference). | |
4.19.12 | Supplemental Indenture with respect to additional Class A(2004-4) Notes, dated as of November 23, 2004 to Class A(2004-4) Terms Document, dated as of June 10, 2004 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on November 29, 2004, which is incorporated herein by reference). | |
4.19.13 | Class B(2005-1) Terms Document, dated as of March 3, 2005 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on March 9, 2005, which is incorporated herein by reference). | |
4.19.14 | Class A(2005-1) Terms Document, dated as of April 1, 2005 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on April 8, 2005, which is incorporated herein by reference). | |
4.19.15 | Class C(2005-1) Terms Document dated as of April 21, 2005 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on April 29, 2005, which is incorporated herein by reference). | |
4.19.16 | Class A(2005-3) Terms Document dated as of June 10, 2005 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on June 14, 2005, which is incorporated herein by reference). | |
4.19.17 | Class A(2005-4) Terms Document dated as of June 13, 2005 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on June 15, 2005, which is incorporated herein by reference). | |
4.19.18 | Class A(2005-6) Terms Document dated as of July 28, 2005 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on July 29, 2005, which is incorporated herein by reference). | |
4.19.19 | Class B(2005-3) Terms Document dated as of August 4, 2005 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on August 11, 2005, which is incorporated herein by reference). | |
4.19.20 | Class A(2005-7) Terms Document dated as of August 18, 2005 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on August 19, 2005, which is incorporated herein by reference). | |
4.19.21 | Class A(2005-9) Terms Document dated as of October 19, 2005 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on October 20, 2005, which is incorporated herein by reference). | |
4.19.22 | Class A(2005-10) Terms Document dated as of November 15, 2005 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on November 16, 2005, which is incorporated herein by reference). | |
4.19.23 | Class A(2005-11) Terms Document dated as of November 23, 2005 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on November 29, 2005, which is incorporated herein by reference). | |
4.19.24 | Class A(2006-1) Terms Document dated as of January 20, 2006 (included in Exhibit 4.2 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on January 23, 2006, which is incorporated herein by reference). | |
4.19.25 | Class A(2006-2) Terms Document dated as of February 3, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on February 10, 2006, which is incorporated herein by reference). | |
4.19.26 | Omnibus Addendum dated as of February 10, 2006, to the various Terms Documents to the Indenture (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on February 13, 2006, which is incorporated herein by reference). |
4.19.27 | Class A(2006-3) Terms Document dated as of March 1, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on March 7, 2006, which is incorporated herein by reference). | |
4.19.28 | Class A(2006-4) Terms Document dated as of March 8, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on March 15, 2006, which is incorporated herein by reference). | |
4.19.29 | Class A(2006-5) Terms Document dated as of April 4, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on April 12, 2006, which is incorporated herein by reference). | |
4.19.30 | Class B(2006-1) Terms Document dated as of April 6, 2006 (included in Exhibit 4.2 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on April 14, 2006, which is incorporated herein by reference). | |
4.19.31 | Class A(2006-6) Terms Document dated as of April 25, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on April 27, 2006, which is incorporated herein by reference). | |
4.19.32 | Class C(2006-1) Terms Document dated as of May 17, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on May 24, 2006, which is incorporated herein by reference). | |
4.19.33 | Class A(2006-7) Terms Document dated as of May 17, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on May 24, 2006, which is incorporated herein by reference). | |
4.19.34 | Class A(2006-8) Terms Document dated as of June 30, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on July 6, 2006, which is incorporated herein by reference). | |
4.19.35 | Class A(2006-9) Terms Document dated as of July 31, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on August 8, 2006, which is incorporated herein by reference). | |
4.19.36 | Class C(2006-2) Terms Document dated as of August 17, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on August 28, 2006, which is incorporated herein by reference). | |
4.19.37 | Class A(2006-10) Terms Document dated as of August 25, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on August 28, 2006, which is incorporated herein by reference). | |
4.19.38 | Class A(2006-11) Terms Document dated as of September 1, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on September 8, 2006, which is incorporated herein by reference). | |
4.19.39 | Class A(2006-12) Terms Document dated as of October 5, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on October 16, 2006, which is incorporated herein by reference). | |
4.19.40 | Class C(2006-3) Terms Document dated as of October 11, 2006 (included in Exhibit 4.2 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on October 16, 2006, which is incorporated herein by reference). | |
4.19.41 | Class A(2006-14) Terms Document dated as of November 7, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on November 17, 2006, which is incorporated herein by reference). | |
4.19.42 | Class A(2007-1) Terms Document dated as of January 26, 2007 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on January 31, 2007, which is incorporated herein by reference). |
4.19.43 | Class B(2007-1) Terms Document dated as of January 26, 2007 (included in Exhibit 4.2 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on January 31, 2007, which is incorporated herein by reference). | |
4.19.44 | Class C(2007-1) Terms Document dated as of January 26, 2007 (included in Exhibit 4.3 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on January 31, 2007, which is incorporated herein by reference). | |
4.19.45 | Class C(2007-2) Terms Document dated as of January 26, 2007 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on February 9, 2007, which is incorporated herein by reference). | |
4.19.46 | Class A(2007-2) Terms Document dated as of February 27, 2007 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on March 13, 2007, which is incorporated herein by reference). | |
4.19.47 | Class B(2007-2) Terms Document dated as of March 6, 2007 (included in Exhibit 4.2 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on March 13, 2007, which is incorporated herein by reference). | |
4.19.48 | Class A(2007-3) Terms Document dated as of May 10, 2007 (included in Exhibit 4.1(a) to the registrants Form 8-K, as filed with the Securities and Exchange Commission on May 18, 2007, which is incorporated herein by reference). | |
4.19.49 | Class B(2007-3) Terms Document dated as of May 17, 2007 (included in Exhibit 4.1(b) to the registrants Form 8-K, as filed with the Securities and Exchange Commission on May 18, 2007, which is incorporated herein by reference). | |
4.19.50 | Class B(2007-4) Terms Document dated as of May 17, 2007 (included in Exhibit 4.1(c) to the registrants Form 8-K, as filed with the Securities and Exchange Commission on May 18, 2007, which is incorporated herein by reference). | |
4.19.51 | Class A(2007-4) Terms Document dated as of May 23, 2007 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on May 31, 2007, which is incorporated herein by reference). | |
4.19.52 | Class A(2007-5) Terms Document dated as of June 22, 2007 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on June 25, 2007, which is incorporated herein by reference). | |
4.19.53 | Class C(2007-3) Terms Document dated as of July 6, 2007 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on July 10, 2007, which is incorporated herein by reference). | |
4.19.54 | Class B(2007-5) Terms Document dated as of July 31, 2007 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on August 2, 2007, which is incorporated herein by reference). | |
4.19.55 | Class A(2007-6) Terms Document dated as of August 10, 2007 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on August 13, 2007, which is incorporated herein by reference). | |
4.19.56 | Class A(2007-7) Terms Document dated as of September 28, 2007 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on September 28, 2007, which is incorporated herein by reference). | |
4.19.57 | Class A(2007-8) Terms Document dated as of October 11, 2007 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on October 12, 2007, which is incorporated herein by reference). | |
4.19.58 | Class C(2007-4) Terms Document dated as of October 29, 2007 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on October 30, 2007, which is incorporated herein by reference). |
4.19.59 | Class A(2008-1) Terms Document dated as of January 31, 2008 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on February 1, 2008, which is incorporated herein by reference). | |
4.19.60 | Class A(2008-2) Terms Document dated as of March 26, 2008 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on March 28, 2008, which is incorporated herein by reference). | |
4.19.61 | Class A(2008-3) Terms Document dated as of April 16, 2008 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on April 16, 2008, which is incorporated herein by reference). | |
4.19.62 | Class A(2008-4) Terms Document dated as of May 6, 2008 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on May 7, 2008, which is incorporated herein by reference). | |
4.19.63 | Class A(2008-5) Terms Document dated as of May 12, 2008 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on May 13, 2008, which is incorporated herein by reference). | |
4.19.64 | Class A(2008-6) Terms Document dated as of May 30, 2008 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on June 2, 2008, which is incorporated herein by reference). | |
4.19.65 | Class A(2009-1) Terms Document dated as of June 16, 2009 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on June 17, 2009, which is incorporated herein by reference). | |
4.19.66 | Class A(2009-2) Terms Document dated as of June 16, 2009 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on June 17, 2009, which is incorporated herein by reference). | |
10.1 | Services Agreement, dated as of November 8, 2004, between Capital One Services, LLC (formerly known as Capital One Services, Inc.) and First Data Resources, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 15, 2005, as supplemented by the Current Report on Form 8-K/A (No. 1) filed with the Securities and Exchange Commission by Capital One Funding, LLC on December 21, 2005). Confidential Treatment has been requested for certain portions of the Services Agreement. | |
10.2 | Form of Subservicing Agreement between Capital One Bank (USA), National Association and Capital One Services, LLC (formerly known as Capital One Services, Inc.) (incorporated by reference to Exhibit 10.2 to Form S-3 Registration Statement (File Nos. 333-130862, 333-130862-01 and 333-130862-02) filed with the Securities and Exchange Commission on January 4, 2006). | |
10.3 | Services Agreement, dated as of March 16, 2006, between Capital One Bank (USA), National Association and Capital One, N.A. (formerly known as Hibernia National Bank) (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 22, 2006). | |
31.1 | Certification of Capital One Funding, LLC pursuant to Rule 13a-14(d)/15d-14(d) under the Securities Exchange Act of 1934. | |
33.1 | Report on Assessment of Compliance with Servicing Criteria for Capital One Bank (USA), National Association, for itself and on behalf of its affiliate Capital One Services, LLC | |
33.2 | Report on Assessment of Compliance with Servicing Criteria for First Data Resources, Inc. and REMITCO, LLC. | |
33.3 | Report on Assessment of Compliance with Servicing Criteria for Regulus Group, LLC. | |
33.4 | Report on Assessment of Compliance with Servicing Criteria for The Bank of New York Mellon. |
34.1 | Attestation Report of Ernst & Young LLP on Assessment of Compliance with Servicing Criteria relating to Capital One Bank (USA), National Association and its affiliate Capital One Services, LLC | |
34.2 | Attestation Report of Ernst & Young LLP on Assessment of Compliance with Servicing Criteria relating to First Data Resources, Inc. and REMITCO, LLC. | |
34.3 | Attestation Report of KPMG LLP on Assessment of Compliance with Servicing Criteria relating to Regulus Group, LLC. | |
34.4 | Attestation Report of KPMG LLP on Assessment of Compliance with Servicing Criteria relating to The Bank of New York Mellon. | |
35.1 | Servicer Compliance Statement of Capital One Bank (USA), National Association. | |
35.2 | Servicer Compliance Statement of Capital One Services, LLC | |
35.3 | Servicer Compliance Statement of Capital One, N.A. |
Exhibit 31.1
Certification Pursuant to Rule 13a-14(d)/15d-14(d)
under the Securities Exchange Act of 1934
Exhibit 31.1
CERTIFICATION
I, Stephen Linehan, certify that:
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 Rules 13a-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.
In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: The Bank of New York Mellon, Regulus Group, LLC, First Data Resources, Inc. and REMITCO, LLC.
Date: March 31, 2011
By: | /s/ Stephen Linehan | |
Name: | Stephen Linehan * | |
Title: | President | |
Capital One Funding, LLC | ||
* Stephen Linehan is the senior officer in charge of securitization of Capital One Funding, LLC. |
Exhibit 33.1
15000 Capital One Dr. Richmond, VA 23238 |
Capital One Bank (USA), National Association
Report on Assessment of Compliance with Servicing Criteria
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, 2010 (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 certain third parties to perform all or a portion of certain servicing criteria set forth in paragraph (d) of Item 1122 of Regulation AB. In each such case, these third parties have been identified as Parties Participating in the Servicing Function and have provided assessments of compliance pursuant to Item 1122 of Regulation AB. The Asserting Party is not taking any responsibility for assessing compliance with the servicing criteria or portion of the servicing criteria applicable to such third parties activities;
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;
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, 2010 and for the Reporting Period with respect to the Platform taken as a whole; and
6. Ernst & Young LLP, a registered independent public accounting firm, has issued an attestation report on the Asserting Partys assessment of compliance with the applicable servicing criteria as of December 31, 2010 and for the Reporting Period.
March 30, 2011 | ||
CAPITAL ONE BANK (USA), NATIONAL ASSOCIATION | ||
By: | /s/ Ryan Schneider |
Name: | Ryan Schneider | |
Title: | President |
APPENDIX A
Capital One Master Trust
2002-1 |
2008-A |
2009-A |
Capital One Multi-Asset Execution Trust
Class A |
Class A (2003-5) |
Class A (2004-1) |
Class A (2004-2) |
Class A (2004-3) |
Class A (2004-4) |
Class A (2004-5) |
Class A (2004-7) |
Class A (2004-8) |
Class A (2005-3) |
Class A (2005-4) |
Class A (2005-5) |
Class A (2005-6) |
Class A (2005-7) |
Class A (2005-9) |
Class A (2005-10) |
Class A (2005-11) |
Class A (2006-1) |
Class A (2006-2) |
Class A (2006-3) |
Class A (2006-4) |
Class A (2006-5) |
Class A (2006-6) |
Class A (2006-7) |
Class A (2006-8) |
Class A (2006-9) |
Class A (2006-10) |
Class A (2006-11) |
Class A (2006-12) |
Class A (2006-13) |
Class A (2006-14) |
Class A (2006-A) |
Class A (2006-B) |
Class A (2006-C) |
Class A (2006-D) |
Class A (2006-E) |
Class A (2007-1) |
Class A (2007-2) |
Class A (2007-3) |
Class A (2007-4) |
Class A (2007-5) |
Class A (2007-6) |
Class A (2007-7) |
Class A (2007-8) |
Class A (2007-9) |
Class A (2007-A) |
Class A (2008-1) |
Class A (2008-2) |
Class A (2008-3) |
Class A (2008-4) |
Class A (2008-5) |
Class A (2008-6) |
Class A (2008-A) |
Class A (2008-B) |
Class A (2009-1) |
Class A (2009-2) |
Class A (2009-A) |
Class B |
Class B (2003-5) |
Class B (2004-1) |
Class B (2004-3) |
Class B (2004-6) |
Class B (2004-7) |
Class B (2005-1) |
Class B (2005-3) |
Class B (2006-1) |
Class B (2006-2) |
Class B (2007-1) |
Class B (2007-2) |
Class B (2007-3) |
Class B (2007-4) |
Class B (2007-5) |
Class B (2008-A) |
Class B (2009-A) |
Class B (2009-B) |
Class B (2009-C) |
Class C |
Class C (2003-3) |
Class C (2003-4) |
Class C (2004-2) |
Class C (2004-3) |
Class C (2004-4) |
Class C (2005-1) |
Class C (2006-1) |
Class C (2006-2) |
Class C (2006-3) |
Class C (2007-1) |
Class C (2007-2) |
Class C (2007-3) |
Class C (2007-4) |
Class C (2009-A) |
15000 Capital One Dr. Richmond, VA 23238 |
APPENDIX B
SERVICING CRITERIA |
APPLICABLE |
INAPPLICABLE SERVICING CRITERIA |
VENDOR SERVICING CRITERIA | |||||
Reference |
Criteria |
|||||||
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 partys 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 | ||||||
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. | X(1) | ||||||
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. | X(2) |
15000 Capital One Dr. Richmond, VA 23238 |
SERVICING CRITERIA |
APPLICABLE |
INAPPLICABLE SERVICING CRITERIA |
VENDOR SERVICING CRITERIA | |||||
Reference |
Criteria |
|||||||
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 | ||||||
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 trustees 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(3) | ||||||
1122(d)(3)(iii) | Disbursements made to an investor are posted within two business days to the servicers investor records, or such other number of days specified in the transaction agreements. | X |
15000 Capital One Dr. Richmond, VA 23238 |
SERVICING CRITERIA |
APPLICABLE |
INAPPLICABLE SERVICING CRITERIA |
VENDOR SERVICING CRITERIA | |||||
Reference |
Criteria |
|||||||
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(4) | ||||||
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 servicers 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(5) | ||||||
1122(d)(4)(v) | The servicers records regarding the pool assets agree with the servicers records with respect to an obligors unpaid principal balance. | X | ||||||
1122(d)(4)(vi) | Changes with respect to the terms or status of an obligors 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 |
15000 Capital One Dr. Richmond, VA 23238 |
SERVICING CRITERIA |
APPLICABLE |
INAPPLICABLE SERVICING CRITERIA |
VENDOR SERVICING CRITERIA | |||||
Reference |
Criteria |
|||||||
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 entitys 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 obligors 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 servicers funds and not charged to the obligor, unless the late payment was due to the obligors error or omission. | X | ||||||
1122(d)(4)(xiii) | Disbursements made on behalf of an obligor are posted within two business days to the obligors 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 |
15000 Capital One Dr. Richmond, VA 23238 |
SERVICING CRITERIA |
APPLICABLE |
INAPPLICABLE SERVICING CRITERIA |
VENDOR SERVICING CRITERIA | |||||
Reference |
Criteria |
|||||||
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)(2)(i): The Asserting Party was responsible for sending payments on the pool assets to The Bank of New York, as master trust trustee and indenture trustee (collectively, the Trustee), for the transactions included in the Asserting Partys Platform. The Trustee was responsible for depositing such payments on the pool assets into the appropriate custodial bank accounts. |
(2) | 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. |
(3) | 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. |
(4) | 1122(d)(4)(ii): The responsibilities of the Asserting Party included safeguarding the collateral loan files. 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. |
(5) | 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. First Data Resources, Inc. through its affiliate, REMITCO LLC, and Regulus Group, LLC as parties participating in the servicing function, were responsible for the opening, listing and depositing of remittance payments mailed to post office boxes serviced by the Asserting Party. |
Exhibit 33.2
Report of Management on Assessment of Compliance with SEC Regulation AB Servicing Criteria
1. First Data Resources, LLC, through its affiliate REMITCO, LLC (jointly, the Asserting Party) is responsible for assessing compliance as of and for the 12-month period ending December 31, 2010 (the Reporting Period) with the servicing criteria applicable to it under the Securities and Exchange Commissions Regulation AB Section 229.1122(d) all servicing criteria except for the criteria set forth in Sections 229.1122(d)(l)(i)-(iv), 1122(d)(2)(i)-(vii), 1122(d)(3)(i)-(iv), 1122(d)(4)(i)-(iii), 1122(d)(4)(iv) (except with respect to the servicing of transactions on the remittance payment platform relating to the opening, listing, and depositing of remittance payments mailed to post office boxes serviced by the Asserting Party pursuant to the agreements between the Asserting Party and Capital One Services, LLC, together with its affiliates, Capital One Bank (USA), National Association (formerly known as Capital One Bank) and Capital One Auto Finance, Inc. (the Transaction Agreements)), and 1122(d)(4)(v)-(xv) (such criteria, after giving effect to the preceding exceptions, the Applicable Servicing Criteria). With respect to Item 1122(d)(4)(iv), the Asserting Partys responsibility is limited to the opening, listing, and depositing of remittance payments mailed to post office boxes serviced by the Asserting Party as required and pursuant to the Transaction Agreements, and the Asserting Party does not take responsibility for any other matters.
2. The Asserting Party used the Applicable Servicing Criteria to assess its compliance with the Applicable Servicing Criteria;
3. The Asserting Party has complied, in all material respects, with the Applicable Servicing Criteria as of December 31, 2010, and for the Reporting Period with respect to the opening, listing, and depositing of remittance payments mailed to post office boxes serviced by the Asserting Party as required and pursuant to the Transaction Agreements;
4. Ernst & Young LLP, a registered public accounting firm, has issued an attestation report on the Asserting Partys assessment of compliance with the Applicable Servicing Criteria as of December 31, 2010 and for the Reporting Period.
First Data Resources, LLC and REMITCO, LLC
By: Tim Rosenthal
Name: Tim Rosenthal
Title: SVP & GM, Operations
February 8, 2011
Exhibit 33.3
REGULUS
A 31 Infotech Company
Report on Assessment of Compliance with Regulation AB Servicing Criteria
1. Pursuant to Subpart 229.1100 Asset Backed Securities, 17 C.F.R. §§229.1100-229.1123 (Regulation AB), Regulus Group LLC, for itself and its wholly-owned subsidiaries (individually and collectively Regulus), is responsible for assessing its compliance with the servicing criteria applicable to the remittance processing services it provides to customers who are issuers or servicers of asset backed securities transactions and who have requested confirmation of Regulus compliance in connection with loan and/or receivables portfolios that include pool assets for asset backed securities transactions (the Platform). Remittance processing is a service whereby check payments that are remitted by mail to a post office box are collected, processed through a highly automated data capture system, and prepared for deposit to a bank account held by the beneficiary of the payment.
2. The servicing criteria set forth in Item 1122(d) of Regulation AB were used in Regulus assessment of compliance. Regulus has concluded that the servicing criteria set forth in Items 1122(d)(2)(i) and 1122(d)(4)(iv) of Regulation AB are applicable to the servicing activities it performs with respect to the Platform (such criteria the Applicable Servicing Criteria). Regulus has concluded that the remainder of the servicing criteria set forth in Item 1122(d) of Regulation AB are inapplicable to the activities it performs with respect to the Platform because Regulus does not participate in the servicing activities referenced by such servicing criteria.
3. As of and for the year ended December 31, 2010, Regulus has complied in all material respects with the Applicable Servicing Criteria set forth in Item 1122(d) of Regulation AB.
4. KPMG LLP, a registered public accounting firm, has issued an attestation report on Regulus assessment of compliance with the Applicable Servicing Criteria as of and for the year ended December 31, 2010. A copy of that attestation report is attached hereto as Exhibit A.
Kathleen Hamburger
Kathleen Hamburger
Chief Executive Officer and President
February 11, 2011
Exhibit 33.4
BNY MELLON
ASSERTION OF COMPLIANCE WITH APPLICABLE SERVICING CRITERIA
The Bank of New York Mellon (formerly The Bank of New York), BNY Mellon Trust of Delaware (formerly BNYM (Delaware)) and The Bank of New York Mellon Trust Company, N.A. (formerly The Bank of New York Trust Company, N.A.), (collectively, the Company) provides this platform-level assessment of compliance with the servicing criteria specified in Item 1122(d) of Regulation AB promulgated by the Securities and Exchange Commission. Management has determined that the servicing criteria are applicable in regard to the servicing platform as of and for the period as follows:
Platform: Publicly-issued (i.e., transaction-level reporting initially required under the Securities Exchange Act of 1934, as amended) asset-backed securities issued on or after January 1, 2006 and like-kind transactions issued prior to January 1, 2006 that comply with Regulation AB for which the Company provides trustee, securities administration or paying agent services, as defined and to the extent applicable in the transaction agreements, other than residential mortgage-backed securities and other mortgage-related asset-backed securities.
Period: Twelvemonths ended December 31, 2010 (the Period).
Applicable Servicing Criteria: All servicing criteria set forth in Item 1122(d), to the extent required by the related transaction agreements as to any transaction, except as set forth in the column titled Not Applicable To Platform in Appendix 1 attached hereto.
With respect to applicable servicing criteria 1122(d)(2)(iii) and 1122(d)(4)(vii), there were no activities performed during the Period with respect to the Platform, because there were no occurrences of events that would require the Company to perform such activities.
With respect to servicing criteria 1122(d)(2)(vi) management has engaged a vendor to perform the activities required by these servicing criteria. Management has determined that this vendor is not considered a servicer as defined in Item 1101(j) of Regulation AB, and management has elected to take responsibility for assessing compliance with the servicing criteria applicable to this vendor as permitted by Interpretation 17.06 of the SEC Division of Corporation Finance Manual of Publicly Available Telephone Interpretations (Interpretation 17.06). Management has policies and procedures in place designed to provide reasonable assurance that the vendors activities comply in all material respects with the servicing criteria applicable to the vendor. Management is solely responsible for determining that it meets the SEC requirements to apply Interpretation 17.06 for the vendor and related criteria.
With respect to the Platform and the Period, the Company provides the following assessment of compliance in respect of the Applicable Servicing Criteria:
1. The Company is responsible for assessing its compliance with the Applicable Servicing Criteria.
2. The Company has assessed compliance with the Applicable Servicing Criteria including servicing criteria for which compliance is determined based on Interpretation 17.06 as described above. In performing this assessment, management used the criteria set forth by the Securities and Exchange Commission in paragraph (d) of Item 1122 of Regulation AB.
3. Based on such assessment, as of and for the Period, the Company has complied, in all material respects, with the Applicable Servicing Criteria.
KPMG LLP, an independent registered public accounting firm, has issued an attestation report with respect to the Companys compliance with the Applicable Servicing Criteria as of and for the Period.
2
The Bank of New York Mellon
The Bank of New York Mellon Trust Company, N.A.
BNY Mellon Trust of Delaware
Robert Griffin
Robert L. Griffin
Authorized Signatory
The Bank of New York Mellon
The Bank of New York Mellon Trust Company, NA.
Richard Stanley
Richard P. Stanley
Authorized Signatory
The Bank of New York Mellon
The Bank of New York Mellon Trust Company, N.A.
Alex Tsarnas
Alex P. Tsarnas
Authorized Signatory
Dated: February 25, 2011
3
Appendix 1
APPLICABLE TO PLATFORM
REG AB REFERENCE
SERVICING CRITERIA
Performed Directly by the Company
Performed by Vendor(s) for which the Company is the Responsible Party
NOT APPLICABLE TO PLATFORM
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 partys 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
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 the Securities Exchange Act. X
1122(d)(2)(vi)
Unissued checks are safeguarded so as to prevent unauthorized access. X
Appendix 1
APPLICABLE TO PLATFORM |
REG AB REFERENCE
SERVICING CRITERIA
Performed Directly by the Company
Performed by Vendor(s) for which the Company is the Responsible Party
NOT APPLICABLE TO PLATFORM
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 are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) 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 trustees 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 Servicers 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
Appendix 1
APPLICABLE TO PLATFORM
REG AB REFERENCE
SERVICING CRITERIA
Performed Directly by the Company
Performed by Vendor(s) for which the Company is the Responsible Party
NOT APPLICABLE TO PLATFORM
1122(d)(4)(iv)
Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the Servicers 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 Servicers records regarding the pool assets agree with the Servicers records with respect to an obligors unpaid principal balance. X
1122(d)(4)(vi)
Changes with respect to the terms or status of an obligors 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 entitys 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 obligors 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
Appendix 1
APPLICABLE TO PLATFORM
REG AB REFERENCE
SERVICING CRITERIA
Performed Directly by the Company
Performed by Vendor(s) for which the Company is the Responsible Party
NOT APPLICABLE TO PLATFORM
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 Servicers funds and not charged to the obligor, unless the late payment was due to the obligors error or omission. X
1122(d)(4)(xiii)
Disbursements made on behalf of an obligor are posted within two business days to the obligors 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)(l) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements. X
Exhibit 34.1
Report of Independent Registered Public Accounting Firm
Capital One Bank (USA), National Association
We have examined managements assertion, included in the accompanying Report on Assessment of Compliance with Servicing Criteria, that Capital One Bank (USA), National Association and its affiliate Capital One Services, LLC. (together the Company) complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commissions Regulation AB for the 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 period covered by this report for which the Company acted as servicer, as of and for the year ended December 31, 2010, and except for servicing criteria 1122(d)(1)(iii), 1122(d)(1)(iv), 1122(d)(2)(ii), 1122(d)(2)(iii), 1122(d)(2)(v), 1122(d)(2)(vi), 1122(d)(3)(iii), 1122(d)(3)(iv), 1122(d)(4)(i), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii), and 1122(d)(4)(xiii), which the Company has determined are not applicable to the activities performed by it with respect to the servicing platform covered by this report. Refer to Appendix A of managements Report on Assessment of Compliance with Servicing Criteria for the asset backed securities covered by this servicing platform (the Platform). Management is responsible for the Companys compliance with the applicable servicing criteria. Our responsibility is to express an opinion on managements assertion about the Companys compliance with the applicable servicing criteria based on our examination.
Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants, as adopted by the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Companys compliance with the applicable servicing criteria and performing such other procedures as we considered necessary in the circumstances. Our examination included testing of less than all of the individual asset backed transactions and securities that comprise the platform, testing of less than all of the servicing activities related to the Platform and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the servicing criteria. Furthermore, our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to determine whether errors may have occurred either prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report for the selected transactions or any other transactions. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Companys compliance with the servicing criteria.
In our opinion, managements assertion that the Company complied with the aforementioned applicable servicing criteria as of and for the year ended December 31, 2010 for the Platform is fairly stated, in all material respects.
March 30, 2011
Exhibit 34.2
Ernst & Young LLP
Suite 3000
801 Grand Avenue
Des Moines, IA 50309-2764
Tel: +1 515 243 2727 Fax: +1 515 362 7200 www.ey.com
Report of Independent Registered Public Accounting Firm
First Data Resources, LLC and REMITCO, LLC
We have examined managements assertion, included in the accompanying Report of Management on Assessment of Compliance with SEC Regulation AB Servicing Criteria as of and for the twelve month period ended December 31, 2010, that First Data Resources LLC and its affiliate, REMITCO LLC (jointly, First Data) complied with the servicing criteria applicable to it under the Securities and Exchange Commissions Regulation AB Section 229.1122(d) all servicing criteria except for the criteria set forth in Sections 229.1122(d)(1)(i)-(iv), 1122(d)(2)(i)-(vii), 1122(d)(3)(i)-(iv), 1122(d)(4)(i)-(iii), 1122(d)(4)(iv) (except with respect to the servicing of transactions on the remittance payment platform relating to the opening, listing, and depositing of remittance payments mailed to post office boxes serviced by First Data pursuant to the agreements between First Data and Capital One Services, LLC, together with its affiliates, Capital One Bank (USA), National Association (formerly known as Capital One Bank) and Capital One Auto Finance, Inc. (the Platform)), and 1122(d)(4)(v)-(xv). Management is responsible for First Datas compliance with the servicing criteria. Our responsibility is to express an opinion on managements assertion about First Datas compliance with the servicing criteria based on our examination.
Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants, as adopted by the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about First Datas compliance with the applicable servicing criteria and performing such other procedures as we considered necessary in the circumstances. Our examination included testing of less than all of the individual asset backed transactions and securities that comprise the Platform, testing of less than all of the servicing activities related to the Platform, and determining whether First Data processed those selected transactions and performed those selected activities in compliance with the servicing criteria. Furthermore, our procedures were limited to the selected transactions and servicing activities performed by First Data during the period covered by this report. Our procedures were not designed to determine whether errors may have occurred either prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by First Data during the period covered by this report for the selected transactions or any other transactions. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on First Datas compliance with the servicing criteria.
In our opinion, managements assertion that First Data complied with the aforementioned servicing criteria as of and for the year ended December 31, 2010 for the remittance payment platform is fairly stated, in all material respects.
Ernst & Young LLP
February 8, 2011
Des Moines, Iowa
A member firm of Ernst & Young Global Limited
Exhibit 34.3
KPMG
KPMG LLP
1601 Market Street
Philadelphia, PA 19103-2499
Report of Independent Registered Public Accounting Firm
The Board of Members Regulus Group LLC:
We have examined managements assessment for those customers that management has informed us have requested confirmation of compliance, included in the accompanying Report on Assessment of Compliance with Regulation AB Servicing Criteria, that Regulus Group LLC complied with the servicing criteria set forth in Item 1122(d)(2)(i) and 1122(d)(4)(iv) of the Securities and Exchange Commissions Regulation AB for remittance processing services to those issuers of asset backed securities and servicers of loan and/or receivables portfolios that include pool assets for asset backed securities transactions (the Platform) as of and for the year ended December 31, 2010. Regulus Group LLC has determined that the remainder of the servicing criteria are not applicable to the activities it performs with respect to the Platform as of and for the year ended December 31, 2010. Management is responsible for the Companys compliance with those servicing criteria. Our responsibility is to express an opinion on managements assessment about the Companys compliance based on our examination.
Our examination was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Companys compliance with the servicing criteria specified above and performing such other procedures as we considered necessary in the circumstances. Our examination included testing selected asset-backed transactions and securities that comprise the Platform, testing selected servicing activities related to the Platform, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the servicing criteria. Furthermore, our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to determine whether errors may have occurred either prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report for the selected transactions or any other transactions. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Companys compliance with the servicing criteria.
In our opinion, managements assessment that the Company complied with the aforementioned servicing criteria as of and for the year ended December 31, 2010 is fairly stated, in all material respects.
KPMG LLP
February 11, 2011
KPMG LLP is a Delaware limited liability partnership, the U.S. member firm of KPMG International Cooperative (KPMG International), a Swiss entity.
Exhibit 34.4
KPMG
KPMG LLP
303 East Wacker Drive
Chicago, IL 60601-5212
Report of Independent Registered Public Accounting Firm
The Board of Directors
The Bank of New York Mellon
BNY Mellon Trust of Delaware
The Bank of New York Mellon Trust Company, N.A.:
We have examined the accompanying managements assertion that The Bank of New York Mellon (formerly The Bank of New York), BNY Mellon Trust of Delaware (formerly BNYM (Delaware) and The Bank of New York Mellon Trust Company, N.A. (formerly The Bank of New York Trust, Company, N.A.), (collectively, the Company) complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commissions Regulation AB for the publicly issued (i.e. transaction-level reporting initially required under the Securities and Exchange Act of 1934, as amended) asset-backed securities issued on or after January 1, 2006 and like-kind transactions issued prior to January 1, 2006 that are subject to Regulation AB for which the Company provides trustee, securities administration or paying agent services, as defined and to the extent applicable in the transaction agreements, other than residential mortgage-backed securities and other mortgage-related asset-backed securities (the Platform), except for servicing criteria 1122(d)(l)(iii), 1122(d)(l)(iv), 1122(d)(4)(vi), 1122(d)(4)(viii), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii), 1122(d)(4)(xiii) and 1122(d)(4)(xiv), which the Company has determined are not applicable to the activities it performs with respect to the Platform, as of and for the twelve months ended December 31, 2010. With respect to applicable servicing criteria 1122(d)(2)(iii) and 1122(d)(4)(vii), the Companys Assertion of Compliance with Applicable Servicing Criteria indicates that there were no activities performed as of and for the twelve months ended December 31, 2010. Management is responsible for the Companys compliance with the servicing criteria. Our responsibility is to express an opinion on managements assessment about the Companys compliance based on our examination.
Our examination was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Companys compliance with the servicing criteria specified above and performing such other procedures as we considered necessary in the circumstances. Our examination included testing selected mortgage-backed transactions and securities that comprise the Platform, testing selected servicing activities related to the Platform, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the servicing criteria. Furthermore, our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to determine whether errors may have occurred either prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report for the selected transactions or any other transactions. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Companys compliance with the servicing criteria.
As described in the accompanying Assertion of Compliance with Applicable Servicing Criteria, for servicing criterion 1122 (d)(2)(vi), the Company has engaged a vendor to perform the activities required by
KPMG LLP is a Delaware limited liability partnership, the U.S. member firm of KPMG International Cooperative (KPMG International), a Swiss entity.
KPMG
this servicing criteria. The Company has determined that this vendor is not considered a servicer as defined in Item 1101(j) of Regulation AB, and the Company has elected to take responsibility for assessing compliance with the servicing criteria applicable to this vendor as permitted by Interpretation 17.06 of the SEC Division of Corporation Finance Manual of Publicly Available Telephone Interpretations (Interpretation 17.06). As permitted by Interpretation 17.06, the Company has asserted that it has policies and procedures in place designed to provide reasonable assurance that the vendors activities comply in all material respects with the servicing criteria applicable to the vendor. The Company is solely responsible for determining that it meets the SEC requirements to apply Interpretation 17.06 for the vendor and related criteria as described in its assertion, and we performed no procedures with respect to the Companys eligibility to apply Interpretation 17.06.
In our opinion, managements assessment that the Company complied with the aforementioned servicing criteria, including servicing criterion 1122(d)(2)(vi) for which compliance is determined based on Interpretation 17.06 as described above, as of and for the twelve months ended December 31, 2010 is fairly stated, in all material respects.
KPMG LLP
Chicago, Illinois
February 25, 2011
SERVICER COMPLIANCE STATEMENT
CAPITAL ONE MULTI-ASSET EXECUTION TRUST
Capital One Multi-asset Execution Trust
c/o Capital One Bank (USA), National Association
140 East Shore Drive
Room 1071-B
Glen Allen, Virginia 23060
In connection with the Annual Report on Form 10-K of Capital One Multi-asset Execution Trust for the fiscal year ending December 31, 2010 (the Report), the undersigned, a duly authorized officer of Capital One, National Association (the Servicer), does hereby certify and represent that:
1. A review of the activities and performance of the Servicer under the Services Agreement dated as of March 16, 2006, by and between Capital One Bank (USA), National Association and the Servicer (the Agreement) 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 Agreement in all material respects throughout the period that is the subject of the Report.
IN WITNESS WHEREOF, the undersigned has duly executed this Servicer Compliance Statement this 30th of March 2011.
CAPITAL ONE, NATIONAL ASSOCIATION | ||
By: | /s/ Colin Ruh | |
Name: | Colin Ruh | |
Title: | Chief Financial Officer |
Auto Loans |
Banking | Commercial | Credit Cards |
Healthcare Finance | Home Loans | Personal Loans |
Savings | Small Business |
SERVICER COMPLIANCE STATEMENT
CAPITAL ONE MULTI-ASSET EXECUTION TRUST
Capital One Multi-asset Execution Trust
c/o Capital One Bank (USA), National Association
4851 Cox Road
Glen Allen, Virginia 23060
In connection with the Annual Report on Form 10-K of Capital One Multi-asset Execution Trust for the fiscal year ending December 31, 2010 (the Report), the undersigned, a duly authorized officer of Capital One Services, LLC., (the Servicer), does hereby certify and represent that:
1. A review of the activities and performance of the Servicer under the Subservicing Agreement dated as of January 1, 2006 by and between Capital One Bank (USA), N.A. and the Servicer (the Agreement) 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 Agreement in all material respects throughout the period that is the subject of the Report.
IN WITNESS WHEREOF, the undersigned has duly executed this Servicer Compliance Statement this 30th day of March 2011.
CAPITAL ONE SERVICES, LLC. | ||
By: | /s/ Ryan M Schneider |
Name: | Ryan M. Schneider | |
Title: | President, U.S. Card |
Auto Loans |
Banking | Commercial | Credit Cards |
Healthcare Finance |
Home Loans | Personal Loans |
Savings | Small Business |
SERVICER COMPLIANCE STATEMENT
CAPITAL ONE MULTI-ASSET EXECUTION TRUST
Capital One Multi-asset Execution Trust
c/o Capital One Funding, LLC
140 East Shore Drive, Room 1071-B
Glen Allen, Virginia 23059
In connection with the Annual Report on Form 10-K of Capital One Multi-asset Execution Trust, as the issuing entity in respect of the notes, for the fiscal year ending December 31, 2010 (the Report), the undersigned, a duly authorized officer of Capital One Bank (USA), National Association (the Servicer), does hereby certify and represent that:
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, March 23, 2007 and July 1, 2007 and as further amended by the First Amendment, dated as of March 1, 2008 and by the Second Amendment, dated as of July 15, 2010, (ii) the Indenture for the Notes dated as of October 9, 2002, as amended and restated as of January 13, 2006 and as further amended by the First Amendment, dated as of March 1, 2008 and (iii) the Asset Pool Supplement for the Notes dated October 9, 2002 and further 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. |
IN WITNESS WHEREOF, the undersigned has duly executed this Servicer Compliance Statement this 30th day of March, 2011.
CAPITAL ONE BANK (USA), National Association | ||
By: | /s/ Ryan M Schneider |
Name: | Ryan M. Schneider |
Title: | President |
Auto Loans |
Banking | Commercial | Credit Cards |
Healthcare Finance |
Home Loans | Personal Loans |
Savings | Small Business |
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