Common use of Introductory Clause in Contracts

Introductory. Capital One Multi-asset Execution Trust, a Delaware statutory trust (the “Issuer”), and Capital One Funding, LLC, a Virginia limited liability company (the “Company”), as beneficiary (the “Beneficiary”) of the Issuer, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”). The Notes will be issued pursuant to the Indenture, dated as of October 9, 2002, as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”), between the Issuer and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated pursuant to a Second Amended and Restated Trust Agreement, dated as of January 13, 2006 (as modified or amended from time to time, the “Trust Agreement”), between the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the “Bank” and the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to 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 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to herein as the “Program Agreements.” The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus.”

Introductory. Capital One Multi-asset Execution TrustSpinCycle, Inc., a Delaware statutory trust corporation (the “Issuer”)"Company") proposes, subject to the terms and Capital One Fundingconditions stated herein, LLC, a Virginia limited liability company to issue and sell to you (the “Company”), as beneficiary "Initial Purchaser") 144,990 Units (the “Beneficiary”"Units") each consisting of the Issuer, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) $1000 principal amount at maturity 12 3/4% Senior Discount Notes due 2005 (the “"Notes”") and one Warrant (the "Warrants") to purchase .1839 shares of common stock, par value $.01 per share (the "Warrant Shares" and, together with the Warrants, the Notes and the Units, the "Offered Securities"). The Notes will are to be issued pursuant to the Indentureunder an indenture, dated as of October 9April 29, 2002, as amended and restated as of January 13, 2006, and as amended by 1998 (the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “"Indenture”"), between the Issuer Company and The Norwest Bank of New York Mellon (formerly known as The Bank of New York)Minnesota, N.A., as trustee Trustee. The Warrants are to be issued under a warrant agreement to be dated as of April 29, 1998 (in such capacitythe "Warrant Agreement") between the Company and Norwest Bank Minnesota, N.A., as Warrant Agent (the “Indenture Trustee”"Warrant Agent"). The Issuer is operated pursuant holders of Notes, including the Initial Purchaser, will be entitled to the benefits of a Second Amended and Restated Trust Registration Rights Agreement (the "Registration Rights Agreement, ") dated as of January 13April 29, 2006 (as modified or amended from time to time, the “Trust Agreement”), 1998 between the Company, as Beneficiary Company and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”)Initial Purchaser. The Notes will be secured by certain assets holders of the IssuerWarrants and Warrant Shares, including the Collateral Certificate referred Initial Purchaser, will be entitled to below (collectively, the “Collateral”)benefits of the registration rights with respect thereto under the Warrant Agreement. Capital One Bank (USA), National Association, a national banking association This agreement (the “Bank” and "Agreement" or the “Seller”), has entered into the Amended and Restated Receivables "Purchase Agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”"), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to 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 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate Warrant Agreement and the Notes Registration Rights Agreement are collectively referred to herein collectively as the “Program Agreements" Operative Documents.” " The Company has prepared and filed hereby agrees with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, Initial Purchaser as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus.”follows:

Introductory. Capital One Multi-asset Execution Trust, a Delaware statutory trust (the “Issuer”), and Capital One Funding, LLC, a Virginia limited liability company (the “Company”), as beneficiary (the “Beneficiary”) of the Issuer, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”). The Notes will be issued pursuant to the Indenture, dated as of October 9, 2002, as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”), between the Issuer and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated pursuant to a Second Amended and Restated Trust Agreement, dated as of January 13, 2006 (as modified or amended from time to time, the “Trust Agreement”), between the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the “Bank” and the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to 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 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Citigroup Global Markets Inc., ▇.▇. ▇▇▇▇▇▇ Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to herein as the “Program Agreements.” The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus.”

Introductory. Capital One Multi-asset Execution TrustFirst National Funding LLC (“FNF LLC” or the “Transferor”), a Delaware statutory trust limited liability company formed under the laws of the State of Nebraska, proposes to cause First National Master Note Trust (the “Issuer”), ) to issue and Capital One Funding, LLC, a Virginia limited liability company (the “Company”), as beneficiary (the “Beneficiary”) sell $[__________] principal amount of the Issuer, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) Class A Series [20__-_] Asset Backed Notes (the “Notes”)) to the Underwriters (as defined hereinafter) for whom you are acting as Representatives. The Notes will be issued Issuer is a Delaware statutory trust formed pursuant to the Indenture(a) a Trust Agreement, dated as of October 916, 2002, as amended and restated as of January 13, 2006, and as amended in its entirety by the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”), between the Issuer and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated pursuant to a Second Amended and Restated Trust Agreement, Agreement dated as of January 13September 23, 2006 2016 (as modified or amended from time to timecollectively, the “Trust Agreement”), between the Company, as Beneficiary Transferor and as transferor Wilmington Trust Company (in such capacity, the “TransferorWTC”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”)) and (b) the filing of a certificate of trust with the Secretary of State of Delaware on October 16, 2002. The Notes will be secured issued pursuant to a Second Amended and Restated Master Indenture, dated as of September 23, 2016 (as amended, the “Master Indenture”), between the Issuer and U.S. Bank National Association, as successor indenture trustee to The Bank of New York Mellon Trust Company, N.A. , as supplemented by certain the Series [20__-_] Indenture Supplement with respect to the Notes to be dated as of the Closing Date (as defined below) (the “Indenture Supplement,” and together with the Master Indenture, the “Indenture”). U.S. Bank Trust Company, National Association, as indenture trustee (the “Indenture Trustee”) became the successor indenture trustee under the Master Indenture effective May 1, 2022. The assets of the IssuerIssuer include, including among other things, certain amounts due (the Collateral Certificate referred “Receivables”) on a portfolio of Visa® and MasterCard® revolving credit card accounts owned by the Bank (the “Accounts”). The Receivables are transferred to below the Issuer pursuant to the Second Amended and Restated Transfer and Servicing Agreement, dated as of September 23, 2016 (collectivelyas amended, the “CollateralTransfer and Servicing Agreement”). Capital One , among the Transferor, First National Bank (USA), National Associationof Omaha, a national banking association (the “Bank” and the “Seller”), has entered into as servicer (the “Servicer”) and the Issuer. The Receivables transferred to the Issuer by the Transferor are acquired by the Transferor from the Bank pursuant to the Second Amended and Restated Receivables Purchase Agreement, dated as of July 1September 23, 20072016 (as amended, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon between the Transferor and certain related property to the CompanyBank. The Company Bank has conveyed agreed to provide notices and perform on behalf of the ReceivablesIssuer certain other administrative obligations required by the Transfer and Servicing Agreement, collections thereon the Master Indenture and certain related property to each indenture supplement for each series of notes issued by the Capital One Master Trust (the “Master Trust”) Issuer, pursuant to the Second Amended and Restated Pooling and Servicing Administration Agreement, dated as of September 3023, 19932016 (as amended, the “Administration Agreement”), between the Bank, as amended administrator (in such capacity, the “Administrator”), and restated as of August 1, 2002, January 13, 2006 and July 1, 2007the Issuer. The Bank, as amended “originator” for purposes of the EU Retention Rules and UK Retention Rules (as each separately defined below), will also make certain representations, warranties and covenants to the Issuer in connection with the EU Retention Rules and UK Retention Rules (with the Indenture Trustee as a third party beneficiary solely for the purpose of obtaining the benefits of those representations, warranties and covenants), on an ongoing basis for so long as the tranche of Notes to which this Agreement applies is outstanding, pursuant to a Risk Retention Agreement, dated on or about the Closing Date (as amended, the “Risk Retention Agreement”), among the Bank, the Transferor and the Issuer. As used in this paragraph, “EU Retention Rules” refers, collectively, to Articles 5 and 6 of Regulation (EU) 2017/2402, together with any relevant regulatory technical standards adopted by the First Amendment theretoEuropean Commission and any guidance published by the European Union supervisory authorities with respect thereto or to precedent legislation, “UK Retention Rules” refers, collectively, to Articles 5 and 6 of Regulation (EU) 2017/2402 as enacted into the laws of the United Kingdom pursuant to the European Union (Withdrawal) A▇▇ ▇▇▇▇, together with any relevant regulatory technical standards adopted by the European Commission prior to 1 January 2021 or by the UK and any guidance published by the European Union supervisory authorities published prior to 1 January 2021 (where such guidance is to be interpreted in light of the United Kingdom's exit from the EU pursuant to relevant guidance issued by the Financial Conduct Authority (the “FCA”)) or by the FCA with respect thereto or to precedent legislation, each as in effect and applicable on the Closing Date. The Receivables (and the related accounts) will be subject to review by FTI Consulting, Inc. (the “Asset Representations Reviewer”) in certain circumstances for compliance with certain representations and warranties made about the Receivables, in accordance with the Asset Representations Review Agreement, dated as of March 1September 23, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 2016 (as so amended and restated and as otherwise modified or amended supplemented from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Asset Representations Review Agreement”), among the Issuer, the Transferor, the Bank, in its capacity as administratorRPA Seller and as Servicer, and the Indenture TrusteeAsset Representations Reviewer. The Transfer and Servicing Agreement, the Company has caused Receivables Purchase Agreement, the Master Indenture, the Trust Agreement, the Administration Agreement, the Risk Retention Agreement and the Asset Representations Review Agreement are referred to issue to the Issuer a collateral certificate (herein, collectively, as the “Collateral Certificate”). The Collateral Certificate Transaction Documents.” This Underwriting Agreement is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,.” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to herein as the “Program AgreementsTransaction Documents.” The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus.”

Introductory. Capital One Multi-asset Execution TrustGE Life and Annuity Assurance Company, a Delaware statutory trust (stock life insurance company operating under a charter granted by the “Issuer”), and Capital One Funding, LLC, a Commonwealth of Virginia limited liability company (the “Company”), as beneficiary in connection with the Company’s Secured Medium-Term Notes Program (the “BeneficiaryInstitutional Program”) of and the IssuerGenworth DirectNotesSM Program (the “Retail Program” and, propose together with the Institutional Program, the “Programs”), confirms its agreement with ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated and each other institution named on Schedules A-1 and A-2 hereto and any institution appointed as an agent pursuant to sell Section 19 hereof (each, an “Agent”, and, collectively, the notes of the series“Agents”), classes and tranches designated in the applicable Terms Agreement each Co-Agent (as hereinafter defined) defined herein), with respect to the secured medium-term notes due between nine months and thirty years from the date of issuance under the Programs (the “Notes”). The Notes will ) to be issued pursuant to the Indenture, dated as of October 9, 2002, as amended offered by separate and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”), between the Issuer and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated pursuant to a Second Amended and Restated Trust Agreement, dated as of January 13, 2006 (as modified or amended from time to time, the “Trust Agreement”), between the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the “Bank” and the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated distinct special purpose common law trusts from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to 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 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms AgreementTrust” and, collectively, the “Trusts”), each of which incorporates by reference this Underwriting Agreement shall be formed in a jurisdiction located in the United States of America pursuant to a trust agreement, as amended or modified from time to time, which will adopt and incorporate the standard trust terms (each, a “Trust Agreement” and, collectively, the “Trust Agreements”), in each case between The Bank of New York, or another entity specified therein, as trustee (the “Agreement,” which shall include the applicable Terms Agreement if the context so requiresTrustee”). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture and GSS Holdings II, Inc., or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreementanother entity specified therein, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 trust beneficial owner (the “LLC Trust Beneficial Owner”). From time to time, upon the formation of a new Trust, in connection with the offer and sale of a particular series of Notes by such Trust, upon execution and delivery by such Trust and the applicable Agent or Agents of the terms agreement (the “Terms Agreement”) substantially in the form set forth in Section C of the pricing instrument to be executed, among others by such Trust and the applicable Agent or Agents specified therein (the “Pricing Instrument”), such Trust shall become a party hereto in relation to such series of Notes (the Transfer Agreement, the Indenture, the Collateral Certificate time of such execution and the Notes are collectively delivery referred to herein as the such Trust’s “Program Agreements.” The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “ActTrust Effective Time”), with all the authority, rights, powers, duties and obligations of a shelf registration statement on Form S-3 (NosTrust as if originally named as a Trust hereunder. 333-189293Any agreement, ▇▇▇-▇▇▇▇▇▇-▇▇ covenant, acknowledgment, representation or warranty made by a Trust hereunder shall be deemed to have been made by each Trust at its Trust Effective Time and 333-189293-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the Applicable Time (as defined below) for such Trust, unless another time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectusor times are specified herein, in the form it appears in the Registration Statement which case such specified time or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectustimes shall instead apply.”

Introductory. Capital One Multi-asset Execution Trust, a Delaware statutory trust (the “Issuer”), and Capital One Funding, LLC, a Virginia limited liability company (the “Company”), as beneficiary (the “Beneficiary”) of the Issuer, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”). The Notes will be issued pursuant to the Indenture, dated as of October 9, 2002, as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”), between the Issuer and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated pursuant to a Second Amended and Restated Trust Agreement, dated as of January 13, 2006 (as modified or amended from time to time, the “Trust Agreement”), between the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the “Bank” and the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to 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 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇.▇. ▇▇▇▇▇▇ Fargo SecuritiesSecurities LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and RBC Capital Markets, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to herein as the “Program Agreements.” The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus.”

Introductory. Capital One Multi-asset Execution Trust, a Delaware statutory trust (the “Issuer”), and Capital One Funding, LLC, a Virginia limited liability company (the “Company”), as beneficiary (the “Beneficiary”) of the Issuer, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”). The Notes will be issued pursuant to the Indenture, dated as of October 9, 2002, as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”), between the Issuer and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated pursuant to a Second Amended and Restated Trust Agreement, dated as of January 13, 2006 (as modified or amended from time to time, the “Trust Agreement”), between the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the “Bank” and the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to 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 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLCBarclays Capital Inc., RBC Capital Markets, LLC and ▇.▇. ▇▇▇▇▇▇ Fargo SecuritiesSecurities LLC and RBC Capital Markets, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to herein as the “Program Agreements.” The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-189293205946, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293205946-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus.”

Introductory. Duke Capital One Multi-asset Execution TrustFinancing Trust [ ], a Delaware statutory business trust (the “Issuer”"Trust"), and Duke Capital One Funding, LLCCorporation, a Virginia limited liability company Delaware corporation (the “Company”"Corporation"), as beneficiary propose that the Trust issue and sell to the Underwriters named in Schedule A hereto (the “Beneficiary”"Underwriters") % Trust Preferred Securities (liquidation amount $ per preferred security), representing preferred undivided beneficial interests in the assets of the IssuerTrust (the "Preferred Securities"), propose guaranteed by the Corporation as to sell the notes payment of distributions and payments upon liquidation or redemption, to the extent set forth in the Guarantee Agreement (the "Guarantee Agreement") between the Corporation and The Chase Manhattan Bank, as trustee thereunder (the "Guarantee Trustee"), to be dated as of the series, classes and tranches designated in the applicable Terms Agreement Closing Date (as hereinafter defineddefined in Section 3 hereof) (the “"Guarantee"), and the Trust and the Corporation hereby agree with you as hereinafter set forth in this Agreement. The entire proceeds from the sale of the Preferred Securities will be combined with the entire proceeds from the sale by the Trust to the Corporation of its common securities, representing common undivided beneficial interests in the assets of the Trust (the "Common Securities"), and will be used by the Trust to purchase the Series % Junior Subordinated Notes due , (the "Notes”") to be issued by the Corporation. The Preferred Securities and the Common Securities will be issued pursuant to the Amended and Restated Trust Agreement, dated as of , (the "Trust Agreement"), among the Corporation, as Depositor, and the trustees named therein, including The Chase Manhattan Bank, as property trustee (the "Property Trustee"), and Chase Manhattan Bank Delaware, as Delaware trustee (the "Delaware Trustee"). The Notes will be issued pursuant to the a Subordinated Indenture, dated as of October 9April 1, 20021998 (the "Original Indenture"), between the Corporation and The Chase Manhattan Bank, as Trustee (the "Indenture Trustee"), as amended and restated as of January 13, 2006supplemented to the date hereof, and as amended to be supplemented by the First Amendment theretoa supplemental indenture, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”), between the Issuer and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated pursuant to a Second Amended and Restated Trust Agreement, dated as of January 13, 2006 (as modified or amended from time to time, the “Trust Agreement”), between the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the “Bank” and the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to 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 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Agreement, the "Supplemental Indenture, the Collateral Certificate and the Notes are collectively referred to herein as the “Program Agreements.” The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement" and, together with any amendment thereof or supplement theretothe Original Indenture as theretofore amended and supplemented, is hereinafter referred to as the “Prospectus"Indenture").”

Introductory. Capital One Multi-asset Execution TrustCM Finance SPV Ltd., a Delaware statutory trust Cayman Islands exempted company incorporated with limited liability under the law of the Cayman Islands (the “Issuer”), proposes to issue and Capital One Fundingsell up to U.S.$97,333,334 Class A-2 Notes due December 5, LLC, a Virginia limited liability company 2029 in an initial outstanding principal amount of U.S.$26,666,667 (the “Company”Notes), as beneficiary (the “Beneficiary”) of the Issuer, propose to sell the notes of the series, classes under and tranches designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”). The Notes will be issued pursuant to (a) the Sixth Amended and Restated Indenture, dated as of October 9June 21, 2002, as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement 2019 (as so amended, supplemented and as or otherwise modified or amended from time to timetime in accordance with the terms thereof, the “Indenture”), between the Issuer and The U.S. Bank of New York Mellon (formerly known as The Bank of New York)National Association, as trustee (in such capacity, together with its permitted successors and assigns in the “Indenture trusts under the Indenture, the Trustee”). The Issuer is operated pursuant ) and, solely as expressly specified in the Indenture, in its individual capacity (the Bank) and (b) the Class A-2 Notes Subscription Agreement with respect to a Second Amended and Restated Trust Agreementthe Notes, dated as of January 13June 21, 2006 2019 (as modified or amended from time to timethe Class A-2 Notes Subscription Agreement; and, together with the Indenture, the “Trust Agreement”Placement Documents), between the Company, as Beneficiary Issuer and as transferor (CM Finance Inc. Capitalized terms used but not defined herein shall have the respective meanings given to such terms in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”)Indenture. The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USAas defined below), National Associationwhich shall be managed by CP Investments Partners LP, a national banking association as collateral manager (the “Bank” and the “Seller”Collateral Manager), has entered into under the Amended and Restated Receivables Purchase Collateral Management Agreement, dated as of July 1May 23, 20072013 (as amended, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated supplemented or otherwise modified from time to time in certain designated consumer and small business revolving credit card accounts (accordance with the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to 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 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to timeterms thereof, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling and Servicing Collateral Management Agreement), between the BankIssuer and the Collateral Manager, and administered by U.S. Bank National Association, as servicer collateral administrator (the “Servicer”Collateral Administrator), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, under the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Collateral Administration Agreement, dated as of October 9May 23, 20022013 (as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, the Collateral Administration Agreement), between the Issuer and the Collateral Administrator. Subject to the terms and conditions set forth herein, the Issuer proposes to appoint UBS Securities LLC (in such capacity as placement agent for the Notes hereunder, the Placement Agent) as its exclusive placement agent in connection with the issuance, offering and sale of the Notes on a private placement basis pursuant to an exemption under Section 4(a)(2) of the United States Securities Act of 1933, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”Securities Act). The Collateral Certificate is a series certificate placement and sale of the Notes (the Placement), together with the transactions contemplated under the Pooling Indenture and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement other Transaction Documents (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”defined below), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to herein as the Transaction. As used in this Agreement, the terms “Program Agreements.offer” The Company has prepared and filed with “sale” have the meanings specified in Section 2(3) of the Securities and Exchange Commission Act. The Notes will be offered by the Placement Agent on the Issuer’s behalf without being registered under the Securities Act (the “Commission”a) in accordance with the provisions United States in reliance upon an exemption from the registration requirements of the Securities Act to Persons that are “qualified purchasers” (as defined in Section 3(c)(7) of 1933the Investment Company Act of 1940, as amended) (Qualified Purchasers) and that are also “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) (Qualified Institutional Buyers), (b) outside the United States to Persons that are not U.S. Persons (as defined in Regulation S under the Securities Act) (Regulation S) in offshore transactions in reliance on Regulation S and (c) in each case, in accordance with any applicable laws and the rules and regulations of restrictions set forth in the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02), including a form of prospectus, relating to the Notes Placement Documents and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included legends in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “ProspectusNotes.”

Introductory. Capital One Multi-asset Execution TrustAFCO Credit Corporation, a Delaware statutory trust New York corporation (the “Issuer”"AFCO Credit"), and Capital One Funding, LLCAFCO Acceptance Corporation, a Virginia limited liability company California corporation ("AFCO Acceptance" and together with AFCO Credit, the "Originators" and in their capacity as servicer, the "Servicer") have in the past and propose to continue in the future to convey commercial insurance premium finance loans (the “Company”"Receivables") from time to time to Mellon Bank, N.A., a national banking association organized under the laws of the United States of America (the "Seller"), as beneficiary who then proposes to convey such Receivables to the Mellon Premium Finance Loan Owner Trust (the “Beneficiary”) of "Transferor"). Pursuant to the Issuer, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) Series 2002-1 Supplement (the “Notes”"Series 2002-1 Supplement"). The Notes will be issued pursuant to the Indenture, dated as of October 9December 17, 2002, among the Transferor, the Servicer, PFSI and PFSIC, as amended and restated as of January 13back-up servicers (together, 2006the "Back-up Servicer"), and the Trustee, the Transferor proposes to continue in the future to convey such Receivables to Mellon Bank Premium Finance Loan Master Trust (the "Trust"), and proposes to cause the Trust to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters"), for whom you are acting as amended by representative (the First Amendment thereto"Representative"), $392,700,000 aggregate initial principal amount of its Class A Floating Rate Asset Backed Certificates, Series 2002-1 (the "Class A Certificates"), the terms of which are described in the Prospectus (as defined below). It is understood that Seller and the Transferor are currently entering into a Class B Underwriting Agreement, dated as of March 1, 2008, as supplemented by the Asset Pool Supplementdate hereof (the "Class B Underwriting Agreement") among the Seller, the Indenture Supplement Transferor and the Terms DocumentUnderwriters named on Schedule I thereto (the "Class B Underwriters") providing for the sale of $17,600,000 aggregate initial principal amount of the Trust's Class B Floating Rate Asset Backed Certificates, each having Series 2002-1 (the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”), between the Issuer and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Indenture Trustee”"Class B Certificates"). The Issuer is operated Class A Certificates and the Class B Certificates are referred to herein collectively as the "Certificates." This Agreement and the Class B Underwriting Agreement are referred to herein collectively as the "Underwriting Agreements." The Trust was originally formed pursuant to a Second Amended the Pooling and Restated Trust Servicing Agreement, dated as of January 13December 1, 2006 1996 (the "Original P&S"), among the Seller, as modified or amended from time to timetransferor, the “Trust Agreement”)Servicer, between the CompanyBack-up Servicer and The First National Bank of Chicago, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee Trustee (the “Owner "Original Trustee”"). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the “Bank” and the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from From time to time in certain designated consumer and small business revolving credit card accounts prior to June 15, 2001 (the “Accounts”"PSA Effective Date"), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to effective date of the Amended and Restated Pooling and Servicing Agreement, dated as of September 30June 15, 19932001 (amending and restating the Original P&S in its entirety, the "PSA") among the Transferor, the Servicer, the Back-up Servicer and the Trustee, Receivables were transferred from the Originators to the Seller pursuant to the Receivables Purchase Agreement, dated as of December 1, 1996 among the Originators and the Seller (the "Original Receivables Purchase Agreement") and from the Seller to the Trust pursuant to the Original P&S. In contemplation of transactions contemplated under the PSA, the Transferor was formed pursuant to the Trust Agreement, dated as of May 23, 2001, as amended and restated as of August 1June 15, 20022001 (collectively, January 13the "Trust Agreement"), 2006 and July 1, 2007each between the Seller, as amended by depositor, and Chase Manhattan Bank USA, National Association, as owner trustee (the First Amendment thereto, dated as "Owner Trustee"). The Seller is the sole owner of March 1, 2008 the Transferor. The Transferor will own the Transferor Interest. On the PSA Effective Date and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to timetime thereafter, the “Pooling and Servicing Agreement”), as supplemented Receivables were conveyed by the Series 2002-CC Supplement Originators to the Seller pursuant to the First Tier Receivables Purchase Agreement (which amends and restates the “Series Supplement”Original Receivables Purchase Agreement in its entirety), dated as of October 9June 15, 20022001 (the "First Tier Receivables Purchase Agreement"), as amended among the Originators and the Seller. Immediately following such transfer, such Receivables were then conveyed by the First Amendment theretoSeller to the Transferor pursuant to the Second Tier Receivables Purchase Agreement, dated as of March 1June 15, 20082001 (the "Second Tier Receivables Purchase Agreement"), between the Seller and the Transferor, and in turn, these Receivables were then immediately conveyed by the Transferor to the Trust pursuant to the PSA (which amended and restated the Original P&S in its entirety). On the Closing Date, pursuant to Section 6.9 of the PSA, the Certificates and the Collateral Interest will be issued to the Transferor. After giving effect to the transactions contemplated on the Closing Date, the assets of the Trust will consist of Receivables transferred pursuant to the Original Receivables Purchase Agreement and Original P&S to the Trust prior to the PSA Effective Date, and Receivables transferred to the Trust on and after the PSA Effective Date to the Closing Date, pursuant to the First Tier Receivables Purchase Agreement, the Second Tier Receivables Purchase Agreement and the PSA. The Trust has previously and may, from time to time in the future, enter into additional series supplements and issue other classes of certificates on such terms and with such rights in the Receivables as are not inconsistent with the rights and remedies of holders of the Certificates. The Receivables consist of amounts owed under premium finance agreements between either of the Originators, or other parties from whom the Originators acquire premium finance agreements, and commercial borrowers to finance the payment of insurance premiums on insurance policies and related sums, governed by the law of a state, territory or commonwealth of the United States of America or the District of Columbia. Each Originator is currently obligated pursuant to and as more fully described in the First Tier Receivables Purchase Agreement to sell to the Seller, among other things, each Premium Finance Agreement originated by such Originator that satisfy the Companyeligibility criteria for transfer under the Pooling and Servicing Agreement and the Loan Agreement, including the security interest of the applicable Originator in the related Unearned Premium and the proceeds thereof, as listed in the Receivables Schedule delivered to the Transferor from time to time pursuant to the First Tier Receivables Purchase Agreement. Immediately following the sale of Receivables to the Seller, the Seller will be obligated to transfer such Receivables to the Transferor pursuant to the Second Tier Receivables Purchase Agreement, and finally such Receivables will be transferred by the Transferor to the Trust pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein (as including in the Introductory hereto) that are not otherwise defined shall have the meanings ascribed thereto in the Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to herein as the “Program Agreements.” The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus.”

Introductory. Capital One Multi-asset Execution Trust(a) Howmet Aerospace Inc., a Delaware statutory trust (the “Issuer”), and Capital One Funding, LLC, a Virginia limited liability company corporation (the “Company”), as beneficiary proposes to issue and sell to the several underwriters named in Schedule I hereto (the “BeneficiaryUnderwriters”) of the Issuer), propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) for whom you (the “NotesRepresentative”) are acting as representative, an aggregate principal amount of $1,200,000,000 of its 6.875% notes due 2025 (the “Securities”). The Notes will , to be issued pursuant to under the Indenture, indenture dated as of October 9September 30, 2002, as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement 1993 (as so supplemented and as otherwise modified or amended from time to time, the “Original Indenture”), between the Issuer Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as successor to J.▇. ▇▇▇▇▇▇ Trust Company, National Association (formerly known as The Bank of New YorkChase Manhattan Trust Company, National Association), as trustee (in such capacity, supplemented by the “Indenture Trustee”). The Issuer is operated pursuant to a Second Amended and Restated Trust Agreement, first supplemental indenture dated as of January 1325, 2006 (as modified or amended from time to time2007 between the Company and the Trustee, the “Trust Agreement”), between the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the “Bank” and the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to 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 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, second supplemental indenture dated as of July 15, 2010 2008 between the Company and the Trustee, the fourth supplemental indenture dated as of December 31, 2017 and the fifth supplemental indenture dated as of April 16, 2020 (as so amended and restated and as otherwise modified or amended from time to timesupplemented, the “Pooling Indenture”) between the Company and Servicing Agreementthe Trustee. Certain terms of the Securities will be established pursuant to an officers’ certificate pursuant to Section 301 of the Indenture (the “Officers’ Certificate”). (b) At or prior to the time when sales of the Securities were first made (the “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Information”): the Preliminary Prospectus Supplement dated April 22, 2020 and accompanying base prospectus dated April 16, 2020 (together, the “Preliminary Prospectus”), as supplemented filed by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to herein as the “Program Agreements.” The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”Rule 424(b)(3) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 and each “free writing prospectus” (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness defined pursuant to Rule 430B 405 under the Act) identified in Schedule II hereto, is referred to in this Agreement as including the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and final term sheet filed with the Commission pursuant to Rule 424(b), is hereinafter referred to 433 under the Act and attached hereto as Schedule III (the “Basic ProspectusFinal Term Sheet”). (c) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the Notes benefit of the Underwriters and shall not be on behalf of the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “ProspectusCompany.”

Introductory. Capital One Multi-asset Execution TrustOmeros Corporation, a Delaware statutory trust (the “Issuer”), and Capital One Funding, LLC, a Virginia limited liability company Washington corporation (the “Company”), as beneficiary proposes to issue and sell to Cantor ▇▇▇▇▇▇▇▇▇▇ & Co. and UBS Securities LLC (the “BeneficiaryInitial Purchasers” and each an “Initial Purchaser”) $210,000,000 in aggregate principal amount of the Issuer, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) 6.25% Convertible Senior Notes due 2023 (the “NotesInitial Securities”). The Notes Initial Securities will be issued pursuant to the Indenture, dated as of October 9, 2002, as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement an indenture (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”), between the Issuer and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated pursuant to a Second Amended and Restated Trust Agreement, be dated as of January 13November 15, 2006 (as modified or amended from time to time2018, the “Trust Agreement”), between the Company, as Beneficiary by and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the “Bank” and the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with among the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to 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 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”). In addition, the Company has granted to the Initial Purchasers an option to purchase up to an additional $40,000,000 aggregate principal amount of its 6.25% Convertible Senior Notes due 2023 on the terms and conditions and for the purposes set forth herein (the “Option Securities” and, together with the Initial Securities, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “RepresentativesSecurities”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall The Securities will be sold pursuant to one convertible into cash or more Terms Agreementsduly and validly issued, among the Issuer, fully paid and non-assessable shares of the Company’s common stock, par value $0.01 per share (the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms AgreementCommon Stock”), each of which incorporates by reference this Underwriting Agreement including any such shares issuable upon conversion in connection with a “make-whole fundamental change” (as defined in the Final Offering Memorandum) (such shares, the “Agreement,” which shall include Conversion Shares”) or a combination of cash and Common Stock, on the applicable Terms Agreement if terms, and subject to the context so requires)conditions, set forth in the Indenture. To the extent Capitalized terms used, but not defined herein, capitalized terms used herein shall have the meanings assigned to such terms set forth in the Indenture or “Description of Notes” section of the Pooling Final Offering Memorandum (as hereinafter defined). The Securities will be offered and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only sold to the Notes designated in Initial Purchasers pursuant to an exemption from the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to herein as the “Program Agreements.” The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions registration requirements of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the “SEC”) thereunder (collectively, the “Securities Act”). Upon original issuance thereof, and until such time as the same is no longer required under the applicable requirements of the Securities Act, the Securities shall bear the legends set forth in the final offering memorandum, dated the date hereof (the “Final Offering Memorandum”). The Company has prepared a shelf registration statement on Form S-3 preliminary offering memorandum, dated November 8, 2018 (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02the “Preliminary Offering Memorandum”), including (ii) a form of prospectuspricing term sheet, dated the date hereof, attached hereto as Schedule I, which includes pricing terms and other information with respect to the Securities and the Conversion Shares (the “Pricing Supplement”), and (iii) the Final Offering Memorandum, in each case, relating to the Notes offer and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as sale of the date hereofSecurities (the “Offering”). If any post-effective amendment has been filed All references in this Agreement to the Preliminary Offering Memorandum, the Time of Sale Document (as defined herein) or the Final Offering Memorandum include, with respect to the date or time referred to in this Agreement, unless expressly stated otherwise, (i) all amendments or supplements thereto, prior to the execution and delivery of the applicable Terms Agreement(ii) all documents, such amendment has been declared effective financial statements and schedules and other information contained, incorporated by the Commission. Such registration statement, as amended at the time of effectiveness, including all material reference or deemed incorporated by reference therein (and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to references in this Agreement to such information being “contained,” “included” or “stated” (and other references of like import) in the Preliminary Offering Memorandum, the Time of Sale Document or the Final Offering Memorandum shall be deemed to mean all such information contained, incorporated by reference or deemed incorporated by reference therein). The Preliminary Offering Memorandum and the Pricing Supplement are collectively referred to herein as the “Registration StatementTime of Sale Document.” The Company proposes to file In connection with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) offering of the rules and regulations Initial Securities, the Company is separately entering into a capped call transaction with Royal Bank of the Commission Canada (the “Rules and RegulationsCapped Call Counterparty”) under the Act ), pursuant to a supplement capped call confirmation (the “Prospectus SupplementBase Capped Call Confirmation”) ), to be dated the date hereof, and in connection with any exercise by the Initial Purchasers of their option to purchase any Option Securities solely for the purpose of covering sales of Securities in excess of the number of Initial Securities, the Company and the Capped Call Counterparty may enter into an additional capped call transaction pursuant to an additional capped call confirmation (an “Additional Capped Call Confirmation”), to be dated the date on which the Initial Purchasers exercise their over-allotment option to purchase such Option Securities. We refer to the prospectus included in Base Capped Call Confirmation and the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to Additional Capped Call Confirmation collectively herein as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “ProspectusCapped Call Confirmations.”

Introductory. Capital One Multi-asset Execution Trust, a Delaware statutory trust (the “Issuer”), and Capital One Funding, LLC, a Virginia limited liability company (the “Company”), as beneficiary (the “Beneficiary”) of the Issuer, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”). The Notes will be issued pursuant to the Indenture, dated as of October 9, 2002, as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each Document having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”), between the Issuer and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated pursuant to a Second Amended and Restated Trust Agreement, dated as of January 13, 2006 (as modified or amended from time to time, the “Trust Agreement”), between the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the “Bank” and the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to 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 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC [ ] and ▇▇▇▇▇ Fargo Securities, LLC[ ], the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to herein as the “Program Agreements.” The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-189293333-[ ], ▇▇▇-▇▇▇▇▇▇-▇▇ 333-[ ] and 333-189293-02333-[ ]), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus.”

Introductory. Capital One Multi-asset Execution Trust, a Delaware statutory trust (the “Issuer”), and Capital One FundingSabine Pass Liquefaction, LLC, a Virginia Delaware limited liability company (the “Company”), as beneficiary agrees with the initial purchasers named in Schedule A hereto (the “BeneficiaryPurchasers”) of subject to the Issuerterms and conditions stated herein, propose to issue and sell to the notes of the series, classes and tranches designated Purchasers in the applicable Terms Agreement (as hereinafter defined) aggregate U.S.$1,500,000,000 principal amount of its 5.875% Senior Secured Notes due 2026 (the “Notes”). The Notes will shall be issued pursuant to the Indenture, under an indenture dated as of October 9, 2002, as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March February 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement 2013 (as so supplemented and as otherwise modified or amended from time to time, the “Base Indenture”), between the Issuer Company and The Bank of New York Mellon (formerly known as The Bank of New York)Mellon, as trustee Trustee (in such capacitythe “Trustee”) as supplemented by a seventh supplemental indenture that will be dated as of June 14, 2016, relating to the Notes (the “Seventh Supplemental Indenture”, and together with the Base Indenture, the “Indenture Trustee”). The Issuer is operated pursuant to a Second Amended and Restated Trust Agreement, dated as of January 13, 2006 (as modified or amended from time to time, the “Trust Agreement”), between the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner TrusteeIndenture”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USAas herein defined), National Associationon which the Company has granted a security interest to Société Générale, a national banking association as common security trustee (the “Bank” and the “SellerCommon Security Trustee”), has entered into in accordance with the Security Documents (as defined in the Second Amended and Restated Receivables Purchase Common Terms Agreement, dated as of July 1June 30, 20072015, among the Company, the Secured Debt Holder Group Representatives (as defined therein), the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee and the Intercreditor Agent (as defined therein), as amended by the First Omnibus Amendment thereto, dated as of March 1September 24, 2008 (2015, and the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property Administrative Amendment to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to the Amended and Restated Pooling and Servicing Common Terms Agreement, dated as of September 30December 31, 1993, as amended and restated as of August 1, 2002, January 13, 2006 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 20082015, among the Company, as Transferor the Common Security Trustee and the Intercreditor Agent (as defined in the Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacitycollectively, the “Master Trust TrusteeCommon Terms Agreement”)). References herein The holders of the Notes will be entitled to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreementbenefits of a registration rights agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 Closing Date (the “Transfer Registration Rights Agreement”), among between the Issuer, the Transferor, the Bank, as administrator, Company and the Indenture TrusteePurchasers, pursuant to which the Company has caused the Master Trust agrees to issue to the Issuer file a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to herein as the “Program Agreements.” The Company has prepared and filed registration statement with the Securities and Exchange Commission (the “Commission”) in accordance with registering the provisions exchange of registered notes for the Notes or resale of the Notes under the United States Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder amended (collectively, the “Securities Act”), a shelf registration statement on Form S-3 (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02), including a form of prospectus, relating ) with terms substantially identical to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and RegulationsExchange Notes”) under the Act a supplement ). A preliminary offering circular, dated June 8, 2016 (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic ProspectusPreliminary Offering Circular”) relating to the Notes to be offered by the Purchasers, and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as a final offering circular (the “Prospectus.Final Offering Circular”) disclosing the offering price and other final terms of the Notes and dated as of the date of this

Introductory. Capital One Multi-asset Execution CNH Wholesale Receivables LLC, a Delaware limited liability company (the “Transferor”), proposes to cause CNH Wholesale Master Note Trust, a Delaware statutory trust (the “Trust” or the “Issuer”), to issue and Capital One Fundingsell $698,489,000 principal amount of Floating Rate Class A Asset Backed Notes, LLC, a Virginia limited liability company Series 2005-1 (the “CompanyA Notes”)) and $51,511,000 principal amount of Floating Rate Class B Asset Backed Notes, as beneficiary Series 2005-1 (the “Beneficiary”) of B Notes” and, together with the IssuerA Notes, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”), to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you are acting as representatives (the “Representatives”). The assets of the Trust include, among other things, wholesale receivables generated by CNH Capital America LLC (formerly known as Case Credit Corporation), a Delaware limited liability company (“CNH Capital”), from time to time in certain revolving floorplan financing arrangements with selected agricultural and construction equipment and/or parts dealers (the “Receivables”) and collections on the Receivables. Certain Receivables existing at the opening of business on June 1, 2005 (the “Cut-Off Date”), have been, and substantially all Receivables arising thereafter have been and will continue to be, sold, assigned, transferred and conveyed by CNH Capital to the Transferor pursuant to a Receivables Purchase Agreement, dated as of September 1, 2003 (as amended from time to time, the “Purchase Agreement”), between the Transferor and CNH Capital. The Transferor has sold, assigned, transferred and conveyed such property to the Issuer pursuant to the Transfer and Servicing Agreement dated as of September 1, 2003 (as amended from time to time, the “Transfer and Servicing Agreement”), among the Transferor, CNH Capital, as servicer (in such capacity, the “Servicer”) and the Issuer. The Issuer in turn has pledged such property to the Indenture Trustee under the Indenture. The Receivables are serviced for the Trust by CNH Capital. The Notes will be issued pursuant to the Indenture, Indenture dated as of October 9, 2002, as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March September 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement 2003 (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”), between the Issuer Trust and The Bank of New York Mellon JPMorgan Chase Bank, N.A. (formerly known as The Bank of New York), as trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated pursuant , as supplemented by the Series 2005-1 Supplement to a Second Amended and Restated Trust Agreement, be dated as of January 13June 29, 2006 2005 (the “Series Supplement”), between the Trust and the Indenture Trustee. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Transfer and Servicing Agreement, or, if not defined therein, in the Indenture or the Trust Agreement dated as of September 1, 2003 (as modified or amended and supplemented from time to time, the “Trust Agreement”), between the Company, as Beneficiary Transferor and as transferor (in such capacity, the “Transferor”), and Deutsche The Bank Trust Company Delaware, a Delaware banking corporationof New York, as owner trustee (the “Owner Trustee”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the “Bank” and the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to 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 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to herein as the “Program Agreements.” The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus.”

Introductory. Capital One Multi-asset Execution TrustBanc of America Funding Corporation, a Delaware statutory trust corporation (the “Issuer”"Company"), and Capital One Funding, LLC, a Virginia limited liability company proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter") $1,776,428,100 aggregate Class Certificate Balance of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the “Company”)"Offered Certificates") having the aggregate initial Class Certificate Balances set forth in Schedule I (subject to an upward or downward variance, as beneficiary (the “Beneficiary”) not to exceed 5%, of the Issuer, propose precise initial Class Certificate Balance within such range to sell be determined by the notes of the series, classes and tranches designated Company in the applicable Terms Agreement (as hereinafter defined) (the “Notes”its sole discretion). The Notes will be issued pursuant to the IndentureOffered Certificates, dated as together with three classes of October 9, 2002, as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”), between the Issuer and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated pursuant to a Second Amended and Restated Trust Agreement, dated as of January 13, 2006 (as modified or amended from time to time, the “Trust Agreement”), between the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee subordinate certificates (the “Owner Trustee”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the “Bank” and the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”"Non-Offered Certificates") with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to 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 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to herein as the “Program Agreements.” The Company has prepared "Certificates" and filed with evidence the Securities and Exchange Commission entire ownership interest in the assets of a trust estate (the “Commission”"Trust Estate") consisting primarily of a pool of variable interest rate mortgage loans having original terms to maturity of approximately 360 months as described in accordance with Schedule I (the provisions "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), dated April 28, 2006 by and between the Company, as purchaser and Bank of America, National Association, as seller. As of the Securities Act close of 1933business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the assets of the Trust Estate as multiple separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, dated April 28, 2006 (the "Pooling and Servicing Agreement"), among the Company, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-189293depositor, ▇▇▇-▇▇▇▇▇▇-▇▇ Fargo Bank, N.A., as trustee (the "Trustee") and 333-189293-02Bank of America, National Association, as servicer (the "Servicer"). The Offered Certificates will be issued in the denominations specified in Schedule I. The Pooling and Servicing Agreement, including a form of prospectusthis Agreement, relating to the Notes Mortgage Loan Purchase Agreement and the Collateral Certificate. The registration statement as amended has been declared effective purchase agreement, to be dated April 28, 2006, by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statementbetween BAS, as amended at purchaser, and the time of effectiveness, including all material incorporated by reference therein Company (the "Pooling and including all information (if anyServicing Agreement") deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is are collectively referred to in this Agreement herein as the “Registration Statement"Basic Documents.” The Company proposes to file with " Capitalized terms used herein that are not otherwise defined herein have the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included meanings assigned thereto in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised Pooling and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “ProspectusServicing Agreement.”

Introductory. Capital One MultiWFN Credit Company, LLC ("WFN LLC") proposes to cause World Financial Network Credit Card Master Note Trust (the "Issuer") to issue $468,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class A Floating Rate Asset Backed Notes, Series 2002-asset Execution TrustA (the "Class A Notes"), $51,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Floating Rate Asset Backed Notes, Series 2002-A (the "Class B Notes"), and $81,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class C Floating Rate Asset Backed Notes, Series 2002-A (the "Class C Notes" and, together with the Class A Notes and the Class B Notes, the "Notes"). The Issuer is a Delaware statutory trust formed pursuant to (a) a Trust Agreement, dated as of August 1, 2001 (the “Issuer”"Trust Agreement"), between WFN LLC, as transferor (the "Transferor"), and Capital One FundingChase Manhattan Bank USA, LLC, a Virginia limited liability company National Association (the “Company”"Chase"), as beneficiary owner trustee (the “Beneficiary”"Owner Trustee"), and (b) the filing of a certificate of trust with the IssuerSecretary of State of Delaware on July 27, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”)2001. The Notes will be issued pursuant to the a Master Indenture, dated as of October 9, 2002, as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March August 1, 2008, as supplemented by 2001 (the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “"Master Indenture”"), between the Issuer and The Bank of New York Mellon BNY Midwest Trust Company, as indenture trustee (formerly known as The Bank of New Yorkthe "Indenture Trustee"), as trustee supplemented by the Series 2002-A Indenture Supplement with respect to the Notes, to be dated as of November 7, 2002 (in such capacitythe "Indenture Supplement" and, together with the Master Indenture, the “Indenture Trustee”"Indenture"). The primary asset of the Issuer is operated a certificate (the "Collateral Certificate") representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust ("WFNMT"), issued pursuant to a the Second Amended and Restated Trust Pooling and Servicing Agreement, dated as of January 1317, 2006 1996, amended and restated as of September 17, 1999 and amended and restated a second time as of August 1, 2001 (as modified or amended from time to timeheretofore amended, the “Trust "Amended and Restated Pooling and Servicing Agreement”"), between among the CompanyTransferor, World Financial Network National Bank (the "Bank"), as Beneficiary and as transferor servicer (in such capacity, the “Transferor”"Servicer"), and Deutsche Bank BNY Midwest Trust Company Delaware(successor-in-interest to the corporate trust administration of Harris Trust and Savings Ba▇▇), a Delaware banking corporation, as owner ▇s trustee (the “Owner "WFNMT Trustee”"). The Notes will be secured by certain assets of the Issuer, including and the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the “Bank” and the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant Series Supplement to the Amended and Restated Pooling and Servicing Agreement, dated as of September 30August 21, 19932001, as the same is to be amended as of November 7, 2002 (as heretofore amended, and restated as the same may be further amended on or prior to the Closing Date (as hereinafter defined), the "Collateral Supplement" and, together with the Amended and Restated Pooling and Servicing Agreement, the "PSA"). The assets of WFNMT include, among other things, certain amounts due (the "Receivables") on a pool of private label credit card accounts of the Bank (the "Accounts"). The Receivables are transferred to WFNMT pursuant to the Amended and Restated Pooling Servicing Agreement. The Receivables transferred to WFNMT by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of August 1, 20022001 (as amended, January 13the "Receivables Purchase Agreement"), 2006 between WFN LLC and July 1, 2007, as amended the Bank. The Collateral Certificate has been transferred by the First Amendment theretoTransferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of March August 1, 2008 2001, as the same is to be amended as of November 7, 2002 (as heretofore amended, and as the same may be further amended on or prior to the Closing Date, the "TSA"), among the Transferor, the Servicer, and the Issuer. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the Second Amendment theretoTSA, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of July 15August 1, 2010 2001 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing "Administration Agreement”"), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling and Servicing Agreement), between the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee administrator (in such capacity, the “Master Trust Trustee”"Administrator"), and the Issuer. References herein to The TSA, the Pooling and Servicing AgreementPSA, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Receivables Purchase Agreement, the Indenture, the Trust Agreement, Agreement and the Transfer and Administration AgreementAgreement are referred to herein, dated as of October 9, 2002collectively, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate "Program Documents." This Underwriting Agreement is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms this "Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). ." To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the IssuerProgram Documents. The Receivables Purchase AgreementTransferor and the Bank hereby agree, this Agreementseverally and not jointly, with the applicable Terms Agreement, underwriters for the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 Class A Notes listed on Schedule A hereto (the “LLC Agreement”"Class A Underwriters"), the Transfer Agreement, underwriters for the Indenture, Class B Notes listed on Schedule A hereto (the Collateral Certificate "Class B Underwriters") and the underwriter for the Class C Notes are collectively referred to herein as the “Program Agreements.” The Company has prepared and filed with the Securities and Exchange Commission listed on Schedule A hereto (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement"Class C Underwriter" and, together with any amendment thereof or supplement theretothe Class A Underwriters and Class B Underwriters, is hereinafter referred to the "Underwriters") as the “Prospectus.”follows:

Introductory. Capital One Multi-asset Execution TrustBanc of America Funding Corporation, a Delaware statutory trust corporation (the “Issuer”"Company"), and Capital One Funding, LLC, a Virginia limited liability company proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter") $558,078,100 aggregate Class Certificate Balance of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the “Company”)"Offered Certificates") having the aggregate initial Class Certificate Balances set forth in Schedule I (subject to an upward or downward variance, as beneficiary (the “Beneficiary”) not to exceed 5%, of the Issuer, propose precise initial Class Certificate Balance within such range to sell be determined by the notes of the series, classes and tranches designated Company in the applicable Terms Agreement (as hereinafter defined) (the “Notes”its sole discretion). The Notes will Offered Certificates, together with three classes of subordinate certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of adjustable interest rate mortgage loans having original terms to maturity of approximately 300 to 360 months as described in Schedule I (the "Mortgage Loans") to be issued pursuant to the Indenture, dated as of October 9, 2002, as amended and restated as of January 13, 2006, and as amended acquired by the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”), between the Issuer and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated Company pursuant to a Second Amended and Restated Trust mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), dated as of January 13June 29, 2006 (as modified or amended from time to time, the “Trust Agreement”), by and between the Company, as Beneficiary purchaser and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA)America, National Association, a national banking association as seller. As of the close of business on the date specified in Schedule I as the cut-off date (the “Bank” and the “Seller”"Cut-off Date"), has entered into the Amended Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the assets of the Trust Estate as multiple separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and Restated Receivables Purchase Agreementservicing agreement, dated as of July 1June 29, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 2006 (the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to 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 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”"), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling and Servicing Agreement)depositor, the Bank, as servicer (the “Servicer”), and The U.S. Bank of New York Mellon (formerly known as The Bank of New York)National Association, as trustee (in such capacity, the “Master Trust "Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”"), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo SecuritiesBank, LLCN.A., as servicer (the representatives of such Underwriters "Servicer") and as securities administrator (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives"Securities Administrator"). Notes sold to the Underwriters for which the Representatives are acting as representatives shall The Offered Certificates will be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms issued in the Indenture or the denominations specified in Schedule I. The Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms AgreementMortgage Loan Purchase Agreement and the purchase agreement, the Pooling to be dated June 29, 2006, by and Servicing Agreementbetween BAS, the Trust Agreementas purchaser, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC "Purchase Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes ") are collectively referred to herein as the “Program Agreements"Basic Documents.” The Company has prepared and filed with " Capitalized terms used herein that are not otherwise defined herein have the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included meanings assigned thereto in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised Pooling and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “ProspectusServicing Agreement.”

Introductory. Capital One Multi-asset Execution TrustKey Bank USA, National Association, a Delaware statutory trust national banking association ("KBUSA"), proposes to cause KeyCorp Student Loan Trust 1999-B (the “Issuer”"Trust") to issue and sell $65,000,000 principal amount of its Floating Rate Asset Backed Certificates (the "Certificates") to the underwriters named in Schedule I hereto (the "Underwriters"), and Capital One Funding, LLC, a Virginia limited liability company for whom you (the “Company”), "Representative") are acting as beneficiary (the “Beneficiary”) of the Issuer, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”)representative. The Notes will be issued Trust was formed, and the Certificates issued, pursuant to the IndentureTrust Agreement, dated as of October 9September 1, 20021999, as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”), between the Issuer and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated pursuant to a Second Amended and Restated Trust Agreement, dated as of January 13September 1, 2006 1999 (as modified or further amended and supplemented from time to time, collectively, the “"Trust Agreement”), ") between the CompanyKBUSA, as Beneficiary depositor and as transferor (in such capacityBank One, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporationNational Association, as owner trustee Eligible Lender Trustee (the “Owner "Eligible Lender Trustee”"). The Notes will be secured by certain assets of the IssuerTrust include, including the Collateral Certificate referred to below among other things, two pools of graduate and undergraduate student loans (collectively, the “Collateral”"Initial Financed Student Loans") and certain monies due thereunder on and after September 1, 1999 with respect to certain of the Initial Financed Student Loans, and September 27, 1999, with respect to certain other Initial Financed Student Loans (collectively, the "Cutoff Date"). Capital One Bank (USA), National Association, a national banking association (Such Initial Financed Student Loans were sold to the “Bank” and Eligible Lender Trustee on behalf of the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended Trust by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) Seller pursuant to the Amended and Restated Pooling Sale and Servicing Agreement, dated as of September 301, 1993, 1999 (as amended and restated as of August 1, 2002, January 13, 2006 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended supplemented from time to time, the “Pooling "Sale and Servicing Agreement”"), as supplemented by among, the Series 2002-CC Supplement (Trust, the “Series Supplement”)Eligible Lender Trustee, dated as of October 9, 2002KBUSA, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling and Servicing Agreement), the Bank, as master servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “"Master Trust Trustee”Servicer"), KBUSA, as seller (in such capacity, the "Seller"), and KBUSA as administrator (in such capacity, the "Administrator"). References herein The Master Servicer has also entered into two certain sub-servicing agreements to have the Pooling Financed Student Loans sub-serviced with each of Pennsylvania Higher Education Assistance Agency, an agency of the Commonwealth of Pennsylvania ("PHEAA" and, in its capacity as a sub-servicer, "Sub-Servicer") and Servicing AgreementGreat Lakes Educational Loan Services, unless otherwise specifiedInc., shall mean a Wisconsin corporation ("Great Lakes" or a "Sub-Servicer"). After the Pooling Closing Date (as defined below), the Eligible Lender Trustee, acting on behalf of the Trust, will acquire certain additional student loans identified in the Sale and Servicing Agreement as supplemented on or prior to December 24, 1999 (the "Subsequent Pool Student Loans") and on or prior to the end of the Funding Period (the "Other Subsequent Student Loans"; and together with the Subsequent Pool Student Loans and Initial Financed Student Loans, the "Financed Student Loans") using amounts in certain accounts owned by the Series SupplementTrust which have been set aside for such purpose. Pursuant In addition, the Administrator will perform certain administrative duties on behalf of the Trust pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9September 1, 2002, 1999 (as amended by and supplemented from time to time, the First Amendment thereto, dated as of March 1, 2008 (the “Transfer "Administration Agreement”"), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused Trust and the Master Administrator. The Trust will also be a party to issue that certain cap agreement (the "Cap Agreement") between the Trust and KBUSA, as cap provider (in such capacity, the "Cap Provider"), whereunder the Certificateholders will be entitled, subject to the Issuer limitations of the Cap Agreement, to receive payments from the Cap Provider in the amount of any Certificateholders' Interest Index Carryover for the Certificates and the Cap Provider will receive reimbursement for such payments on subsequent Distribution Dates, but only to the extent funds are available therefor on a collateral certificate (the “Collateral Certificate”)subordinated basis. The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling Sale and Servicing Agreement, each capitalized term used or the Indenture (as defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreementbelow), the Trust Agreement, the Amended and Restated Limited Liability Company Administration Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes Cap Agreement are collectively referred to herein as the “Program Agreements"Basic Documents.” The Company has prepared and filed " Simultaneously with the Securities issuance and Exchange Commission sale of the Certificates as contemplated herein, pursuant to the Indenture (the “Commission”) in accordance "Indenture"), dated as of September 1, 1999, between the Trust and Bankers Trust Company, as indenture trustee (the "Indenture Trustee"), the Trust will issue $280,000,000 principal amount of its Floating Rate Class A-1 Asset Backed Notes (the "Class A-1 Notes"), $625,000,000 principal amount of its Floating Rate Class A-2 Asset Backed Notes (the "Class A-2 Notes" and together with the provisions of Class A-1 Notes, the Securities Act of 1933, as amended"Class A Notes"), and $30,000,000 principal amount of its Floating Rate Class M Asset Backed Notes (the rules and regulations of "Class M Notes" and, with the Commission thereunder (collectivelyClass A Notes, the “Act”"Notes"), a shelf registration statement on Form S-3 . The Notes will be sold pursuant to an underwriting agreement dated the date hereof (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02), including a form of prospectus, relating to the Notes "Note Underwriting Agreement") between the Seller and the Collateral CertificateRepresentative. The registration statement as amended has been declared effective by Capitalized terms used and not otherwise defined herein shall have the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to meanings given them in this Agreement as the “Registration StatementAppendix A attached hereto.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus.”

Introductory. Capital One Multi-asset Execution Advanta Business Receivables Corp., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to cause Advanta Business Card Master Trust, a Delaware statutory common law trust (the “Issuer”), and Capital One Funding, LLC, a Virginia limited liability company to issue $100,000,000 aggregate principal amount of Advanta Business Card Master Trust AdvantaSeries Class B(2007-B2) Asset Backed Notes (the “Company”), as beneficiary (Class B(2007-B2) Notes” or the “Beneficiary”) of the Issuer, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) (Offered Notes” or the “Notes”). The Notes will be issued pursuant to the Indenture, dated as of October 9, 2002, as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”), between the Issuer and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated a common law trust formed pursuant to a Second Amended and Restated Trust Agreement, dated as of January 13August 1, 2006 2000 (as modified or amended from time to time, the “Trust Agreement”), ) between the Company and Wilmington Trust Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”), as amended by Amendment No. 1 to the Trust Agreement, dated as of May 9, 2006, between the Company and the Owner Trustee. The Notes will be secured issued pursuant to a Master Indenture, dated as of August 1, 2000 (the “Master Indenture”), between the Issuer and Deutsche Bank Trust Company Americas, as indenture trustee (the “Indenture Trustee”), as amended by certain Amendment No. 1 to the Master Indenture, dated as of May 9, 2006, between the Owner Trustee and the Indenture Trustee, as supplemented by the AdvantaSeries Indenture Supplement with respect to the Notes dated as of November 1, 2004 and, with respect to the Notes, as further supplemented by the Class B(2007-B2) Terms Document dated as of July 31, 2007 (the AdvantaSeries Indenture Supplement, together with such terms document, the “Indenture Supplement” and together with the Master Indenture, the “Indenture”). The assets of the IssuerIssuer will include Receivables and payments thereon in a portfolio of MasterCard and VISA revolving business purpose credit card accounts originated by Advanta Bank Corp. The Receivables are transferred to the Issuer pursuant to a Transfer and Servicing Agreement, including dated as of August 1, 2000 (the Collateral Certificate referred to below “Transfer and Servicing Agreement”), among the Company, Advanta Bank Corp. (collectively“Advanta”), as servicer (in such capacity, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the “Bank” and the “SellerServicer”), has entered into and the Amended Issuer, as amended by Amendment No. 1 to the Transfer and Restated Servicing Agreement, dated as of May 9, 2006, among the Company, the Servicer and the Issuer. The Receivables transferred to the Issuer by the Company are acquired by the Company from Advanta, pursuant to a Receivables Purchase Agreement, dated as of July August 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 2000 (the “Receivables Purchase Agreement”) with ), between the Company under which and Advanta. Advanta granted a security interest in the Bank will sell receivables Receivables to the Indenture Trustee for the benefit of the Noteholders pursuant to a letter agreement dated as of August 1, 2000 (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “AccountsSecurity Agreement”), collections thereon between Advanta and the Indenture Trustee. Advanta has agreed to provide notices and perform on behalf of the Issuer certain related property to other administrative obligations required by the Company. The Company has conveyed Transfer and Servicing Agreement, the ReceivablesMaster Indenture and each indenture supplement for each series of notes issued by the Issuer, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to the Amended and Restated Pooling and Servicing an Administration Agreement, dated as of September 30, 1993, as amended and restated as of August 1, 2002, January 13, 2006 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 2000 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Administration Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002between Advanta, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee administrator (in such capacity, the “Master Trust TrusteeAdministrator”), and the Issuer. References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling The Transfer and Servicing Agreement, the Receivables Purchase Agreement, the Indenture, the Trust Agreement, the Security Agreement and the Transfer and Administration AgreementAgreement are referred to herein, dated as of October 9, 2002collectively, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate Transaction Documents.” This Underwriting Agreement is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,.” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling Transaction Documents. Advanta and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by hereby agree with the First Amendment thereto dated as of March 1, 2008 underwriter for the Class B(2007-B2) Notes listed on Schedule A hereto (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to herein as the “Program Agreements.” The Company has prepared and filed with the Securities and Exchange Commission (the “CommissionUnderwriter”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus.”follows:

Introductory. Capital One Multi-asset Execution Trust, a Delaware statutory trust (the “Issuer”), and Capital One Funding, LLC, a Virginia limited liability company (the “Company”), as beneficiary (the “Beneficiary”) of the Issuer, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”). The Notes will be issued pursuant to the Indenture, dated as of October 9, 2002, as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each Document having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”), between the Issuer and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated pursuant to a Second Amended and Restated Trust Agreement, dated as of January 13, 2006 (as modified or amended from time to time, the “Trust Agreement”), between the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the “Bank” and the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to 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 and July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, Agreement and the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through Barclays Capital Inc. and Credit Suisse Securities (USA) LLC, as underwriters, or through certain underwriters which include Barclays Capital Inc. and Credit Suisse Securities (USA) LLC, one or more of which may, with Barclays Capital Inc. and Credit Suisse Securities (USA) LLC, act as the representatives of such underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, ; each representative thereof may be referred to herein together as a or the representatives of such Underwriters (each a “Representative”, and or if there is more than one Representative, collectively all such Representatives may be referred to herein together as the “Representatives”, which, if the context herein does require, shall include such Representatives Barclays Capital Inc. and Credit Suisse Securities (USA) LLC, in their capacity as Underwriters Underwriter of any Notes or as RepresentativesRepresentative). Notes sold to the Underwriters for which Barclays Capital Inc. and Credit Suisse Securities (USA) LLC are the Representatives are acting as representatives shall be sold pursuant to one or more a Terms AgreementsAgreement, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to herein as the “Program Agreements.” The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02having the registration number stated in the applicable Terms Agreement), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereofCommission. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (together with static pool information (the “Static Pool Information”) required to be disclosed pursuant to Item 1105 of Regulation AB under the Act, without regard to whether such information is deemed to be a part of a prospectus under Item 1105(d) of Regulation AB under the Act, the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus.”

Introductory. Capital One Multi-asset Execution Trust(a) Alcoa Inc., a Delaware statutory trust (the “Issuer”), and Capital One Funding, LLC, a Virginia limited liability company Pennsylvania corporation (the “Company”), as beneficiary proposes (1) to issue and sell to the several underwriters named in Schedule I hereto (the “BeneficiaryUnderwriters”), for whom you (the “Representatives”) are acting as representatives, $500,000,000 of its 5.25% Convertible Notes due 2014 (the “Firm Securities”) and (2) to grant the Underwriters an option to purchase, severally and not jointly, up to an additional $75,000,000 principal amount of its 5.25% Convertible Notes due 2014 to cover over-allotments (the “Additional Securities” and, together with the Firm Securities, the “Securities”). The Securities will be convertible into shares (the “Underlying Securities”) of the IssuerCompany’s common stock, propose par value $1.00 per share (“Common Stock”), registered under the registration statement referred to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter definedSection 2(a) (the Securities and the Underlying Securities being referred to herein as the “NotesRegistered Securities”). The Notes Securities will be issued pursuant to the Indentureunder an indenture, dated as of October 9September 30, 20021993 (as amended, as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2008, as modified or supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having prior to the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to timehereof, the “Base Indenture”), between the Issuer Company and The Bank of New York Mellon Trust Company, N.A., as successor in interest to ▇.▇. ▇▇▇▇▇▇ Trust Company, N.A. (formerly known as The Bank of New YorkChase Manhattan Trust Company, National Association, as successor to PNC Bank, National Association), as trustee Trustee, as supplemented by a third supplemental indenture to be dated as of March 24, 2009 (in such capacitythe “Supplemental Indenture” and, together with the Base Indenture, the “Indenture TrusteeIndenture”). The Issuer is operated pursuant . (b) At or prior to a Second Amended and Restated Trust Agreement, dated as the time when sales of January 13, 2006 the Securities were first made (as modified or amended from time to time, the “Trust AgreementTime of Sale”), between the Company, as Beneficiary and as transferor (in such capacity, Company had prepared the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below following information (collectively, the “CollateralTime of Sale Information”). Capital One Bank (USA)): the Preliminary Prospectus Supplement dated March 16, National Association, a national banking association (the “Bank” 2009 and the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreement, accompanying base prospectus dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 110, 2008 (together the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to 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 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing AgreementPreliminary Prospectus”), as supplemented filed by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to herein as the “Program Agreements.” The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”Rule 424(b)(3) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 and each “free writing prospectus” (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness defined pursuant to Rule 430B 405 under the Act) identified in Schedule IIA hereto, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and including any final term sheet filed with the Commission pursuant to Rule 424(b), is hereinafter referred to 433 under the Act and attached hereto as Schedule III (the “Basic ProspectusFinal Term Sheet”). (c) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the Notes benefit of the Underwriters and shall not be on behalf of the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “ProspectusCompany.”

Introductory. Capital One Multi-asset Execution TrustMetris Receivables, Inc. (the "Transferor") , a Delaware statutory trust corporation, and a wholly owned subsidiary of Metris Companies Inc. ("Metris") , proposes to sell $[ ] Floating Rate Asset Backed Securities, Series 1999- , Class A (the “Issuer”)"Class A Securities") and $[ ] Floating Rate Asset Backed Securities, and Capital One FundingSeries 1999- , LLC, a Virginia limited liability company Class B (the “Company”)"Class B Securities" and together with the Class A Securities, as beneficiary (the “Beneficiary”"Offered Securities") of the Issuer, propose to sell Metris Master Trust (the notes "Trust"). Each Offered Security will represent a fractional undivided interest in the Trust. The assets of the seriesTrust will include, classes among other things, a pool of receivables (the "Receivables") arising under certain MasterCard, VISA or other revolving consumer credit accounts (the "Accounts") transferred and tranches designated sold by Direct Merchants Credit Card Bank, National Association ("Direct Merchants Bank" or, in its capacity as servicer under the applicable Terms Agreement P&S (as hereinafter defined) (, the “Notes”). The Notes will be issued "Servicer") to Metris pursuant to the Indenture, an Amended and Restated Bank Receivables Purchase Agreement dated as of October 9July 30, 2002, as amended 1998 between Metris and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2008, Direct Merchants Bank (as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”"Bank Purchase Agreement"), between then subsequently sold by Metris to the Issuer and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated Transferor pursuant to a Second an Amended and Restated Trust Agreement, Purchase Agreement dated as of January 13July 30, 2006 1998 between Metris and the Transferor (as modified or supplemented and amended from time to time, the “Trust Agreement”), between the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the “Bank” and the “Seller”), has entered into the Amended and Restated Receivables "Purchase Agreement, dated as of July 1, 2007, ") and as amended then transferred by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property Transferor to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to the an 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 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, Agreement dated as of July 1530, 2010 1998 (as so amended supplemented and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, "P&S") among the Company, as Transferor (as defined in the Pooling and Servicing Agreement)Transferor, the Bank, as servicer (the “Servicer”), Servicer and The Bank of New York Mellon (formerly known as The Bank of New YorkDelaware), as trustee trustee, (in such capacitythe "Trustee"). The Offered Securities will be issued pursuant to the P&S and the Series 1999- Supplement to the P&S (the "Supplement") to be dated the Closing Date (as defined herein), among the Transferor, the “Master Trust Servicer and the Trustee”). References herein The P&S and the Supplement are collectively referred to as the "Pooling and Servicing Agreement". Certain distributions with respect to the Offered Securities will be enhanced by [Credit Enhancement] which, unless otherwise specifiedtogether with the Offered Securities, shall mean are referred to herein as the "Investor Securities." The Bank Purchase Agreement, the Purchase Agreement and the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be collectively referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms "Designated Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to herein as the “Program Agreements".” The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus.”

Introductory. Capital One Multi-asset Execution TrustBanc of America Funding Corporation, a Delaware statutory trust corporation (the “Issuer”"Company"), and Capital One Funding, LLC, a Virginia limited liability company proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter") $632,313,100 aggregate Class Certificate Balance of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the “Company”)"Offered Certificates") having the aggregate initial Class Certificate Balances set forth in Schedule I (subject to an upward or downward variance, as beneficiary (the “Beneficiary”) not to exceed 5%, of the Issuer, propose precise initial Class Certificate Balance within such range to sell be determined by the notes of the series, classes and tranches designated Company in the applicable Terms Agreement (as hereinafter defined) (the “Notes”its sole discretion). The Notes will be issued pursuant to the IndentureOffered Certificates, dated as together with three classes of October 9, 2002, as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”), between the Issuer and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated pursuant to a Second Amended and Restated Trust Agreement, dated as of January 13, 2006 (as modified or amended from time to time, the “Trust Agreement”), between the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee subordinate certificates (the “Owner Trustee”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the “Bank” and the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”"Non-Offered Certificates") with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to 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 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to herein as the “Program Agreements.” The Company has prepared "Certificates" and filed with evidence the Securities and Exchange Commission entire ownership interest in the assets of a trust estate (the “Commission”"Trust Estate") consisting primarily of a pool of adjustable interest rate mortgage loans having original terms to maturity of approximately 360 months as described in accordance with Schedule I (the provisions "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), dated May 31, 2006 by and between the Company, as purchaser and Bank of America, National Association, as seller. As of the Securities Act close of 1933business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the assets of the Trust Estate as multiple separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, dated May 31, 2006 (the "Pooling and Servicing Agreement"), among the Company, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-189293depositor, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02Fargo Bank, N.A., as trustee (the "Trustee"), including a form and Bank of prospectusAmerica, relating to National Association, as servicer (the Notes "Servicer"). The Offered Certificates will be issued in the denominations specified in Schedule I. The Pooling and Servicing Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the Collateral Certificate. The registration statement as amended has been declared effective purchase agreement, to be dated May 31, 2006, by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statementbetween BAS, as amended at purchaser, and the time of effectiveness, including all material incorporated by reference therein Company (the "Pooling and including all information (if anyServicing Agreement") deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is are collectively referred to in this Agreement herein as the “Registration Statement"Basic Documents.” The Company proposes to file with " Capitalized terms used herein that are not otherwise defined herein have the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included meanings assigned thereto in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised Pooling and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “ProspectusServicing Agreement.”

Introductory. Capital One Multi-asset Execution Trust, a Delaware statutory trust The Circuit City Credit Card Master Trust (the “Issuer”"Trust"), and Capital One Fundingissues, LLC, a Virginia limited liability company (the “Company”), as beneficiary (the “Beneficiary”) of the Issuer, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”). The Notes will be issued pursuant to the Indenture, dated as of October 9, 2002, as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, asset backed securities (the “Indenture”)"Certificates") in one or more series (each, between the Issuer and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Indenture Trustee”a "Series"). The Issuer is operated pursuant to Each Certificate evidences a Second Amended and Restated Trust Agreementfractional, dated as of January 13, 2006 (as modified or amended from time to time, undivided percentage interest in the “Trust Agreement”), between the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”)Trust. The Notes will be secured by certain assets property of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the “Bank” and the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with the Company under which the Bank will sell Trust includes receivables (the “"Receivables”") generated from time to time in certain designated consumer and small business revolving a portfolio of credit card accounts (the “"Accounts”"), collections thereon and certain related property (collectively, the "Trust Property") conveyed to the CompanyTrust by Tyler International Funding, Inc. ("Tyler Funding" or the "Transferor"). The Company has conveyed the Receivables, collections thereon and certain related property Certificates to the Capital One Master Trust (the “Master Trust”) which this agreement applies will be issued pursuant to the Amended and Restated Master Pooling and Servicing Agreement, dated as of September 30December 31, 1993, as amended and restated as of August 1, 2002, January 13, 2006 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 2001 (as so amended and restated and as amended, supplemented or otherwise modified or amended from time to time, the “"Pooling and Servicing Agreement”"), among the Transferor, First North American National Bank ("FNANB"), as supplemented by transferor under the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor Prior Agreement (as defined in the Pooling and Servicing Agreement), the Bank, ) and as servicer (the “"Servicer”"), and The Deutsche Bank of New York Mellon Trust Company Americas (formerly known as The Bank of New YorkBankers Trust Company), as trustee (in such capacitythe "Trustee"), the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the supplement relating to each Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires"Supplement"). To the extent not defined herein, capitalized terms used herein shall have the meanings assigned to such terms specified in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in Agreement and the applicable Supplement. Each offering of the Certificates to which this Agreement applies made pursuant to the Registration Statement (as herein defined) will be made through you or through you and other underwriters for whom you are acting as representatives or through an underwriting syndicate managed by you. Whenever the Transferor determines to make such an offering of Certificates to which this Agreement shall apply, it will enter into an agreement (the "Terms Agreement") providing for the sale of such Certificates to, and the purchase and offering thereof by, (i) you, (ii) you and such other underwriters (such other underwriters to be approved by the Transferor, which approval shall not be unreasonably withheld) who execute the Terms Agreement and agree thereby to become obligated to purchase Certificates from the Transferor or (iii) you and such other underwriters, if any, selected by you (such other underwriters to be approved by the Transferor, which approval shall not be unreasonably withheld) as have authorized you to enter into such Terms Agreement on their behalf (in each case, the context otherwise requires "Underwriters"). (It is understood that the Transferor shall not be obligated to sell any particular Series or if such term is otherwise defined in Class of Certificates offered pursuant to the Indenture Registration Statement to you or you and other Underwriters.) Execution of a Terms Agreement by the Pooling and Servicing Agreement, each capitalized term used or defined herein or in Transferor shall be conclusive evidence of the applicable Transferor's approval of all Underwriters named therein. Such Terms Agreement shall relate only specify the initial principal amount of Certificates of each Series and Class of the Certificates to the Notes designated be issued and their terms not otherwise specified in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable price at which such Certificates are to be purchased by the Underwriters from the Transferor, the aggregate amount of Certificates to be purchased by you and any other Underwriter that is a party to such Terms Agreement and the initial public offering price or the method by which the price at which such Certificates are to be sold will be determined. The Terms Agreement, which shall be substantially in the Pooling form of Exhibit A hereto, may take the form of an exchange of any standard form of written communication between or among the Underwriters and Servicing the Transferor. Each such offering of the certificates for which a Terms Agreement is entered into will be governed by this Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended supplemented by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to herein as the “Program Agreements.” The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable such Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) such Terms Agreement shall inure to the prospectus included benefit of and be binding upon the Underwriters participating in the Registration Statement (offering of such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “ProspectusCertificates.”

Introductory. Capital One Multi-asset Execution Advanta Business Receivables Corp., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to cause Advanta Business Card Master Trust, a Delaware statutory common law trust (the “Issuer”), and Capital One Funding, LLC, a Virginia limited liability company to issue $400,000,000 aggregate principal amount of Advanta Business Card Master Trust AdvantaSeries Class A(2007-A5) Asset Backed Notes (the “Company”), as beneficiary (Class A(2007-A5) Notes” or the “Beneficiary”) of the Issuer, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) (Offered Notes” or the “Notes”). The Notes will be issued pursuant to the Indenture, dated as of October 9, 2002, as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”), between the Issuer and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated a common law trust formed pursuant to a Second Amended and Restated Trust Agreement, dated as of January 13August 1, 2006 2000 (as modified or amended from time to time, the “Trust Agreement”), ) between the Company and Wilmington Trust Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”), as amended by Amendment No. 1 to the Trust Agreement, dated as of May 9, 2006, between the Company and the Owner Trustee. The Notes will be secured issued pursuant to a Master Indenture, dated as of August 1, 2000 (the “Master Indenture”), between the Issuer and Deutsche Bank Trust Company Americas, as indenture trustee (the “Indenture Trustee”), as amended by certain Amendment No. 1 to the Master Indenture, dated as of May 9, 2006, between the Owner Trustee and the Indenture Trustee, as supplemented by the AdvantaSeries Indenture Supplement with respect to the Notes dated as of November 1, 2004 and, with respect to the Notes, as further supplemented by the Class A(2007-A5) Terms Document dated as of November 8, 2007 (the AdvantaSeries Indenture Supplement, together with such terms document, the “Indenture Supplement” and together with the Master Indenture, the “Indenture”). The assets of the IssuerIssuer will include Receivables and payments thereon in a portfolio of MasterCard and VISA revolving business purpose credit card accounts originated by Advanta Bank Corp. The Receivables are transferred to the Issuer pursuant to a Transfer and Servicing Agreement, including dated as of August 1, 2000 (the Collateral Certificate referred to below “Transfer and Servicing Agreement”), among the Company, Advanta Bank Corp. (collectively“Advanta”), as servicer (in such capacity, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the “Bank” and the “SellerServicer”), has entered into and the Amended Issuer, as amended by Amendment No. 1 to the Transfer and Restated Servicing Agreement, dated as of May 9, 2006, among the Company, the Servicer and the Issuer. The Receivables transferred to the Issuer by the Company are acquired by the Company from Advanta, pursuant to a Receivables Purchase Agreement, dated as of July August 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 2000 (the “Receivables Purchase Agreement”) with ), between the Company under which and Advanta. Advanta granted a security interest in the Bank will sell receivables Receivables to the Indenture Trustee for the benefit of the Noteholders pursuant to a letter agreement dated as of August 1, 2000 (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “AccountsSecurity Agreement”), collections thereon between Advanta and the Indenture Trustee. Advanta has agreed to provide notices and perform on behalf of the Issuer certain related property to other administrative obligations required by the Company. The Company has conveyed Transfer and Servicing Agreement, the ReceivablesMaster Indenture and each indenture supplement for each series of notes issued by the Issuer, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to the Amended and Restated Pooling and Servicing an Administration Agreement, dated as of September 30, 1993, as amended and restated as of August 1, 2002, January 13, 2006 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 2000 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Administration Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002between Advanta, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee administrator (in such capacity, the “Master Trust TrusteeAdministrator”), and the Issuer. References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling The Transfer and Servicing Agreement, the Receivables Purchase Agreement, the Indenture, the Trust Agreement, the Security Agreement and the Transfer and Administration AgreementAgreement are referred to herein, dated as of October 9, 2002collectively, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate Transaction Documents.” This Underwriting Agreement is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,.” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling Transaction Documents. Advanta and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by hereby agree with the First Amendment thereto dated as of March 1, 2008 underwriters for the Class A(2007-A5) Notes listed on Schedule A hereto (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to herein as the “Program Agreements.” The Company has prepared and filed with the Securities and Exchange Commission (the “CommissionUnderwriters”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus.”follows:

Introductory. Capital One Multi-asset Execution TrustCheniere Energy Partners, L.P., a Delaware statutory trust (the “Issuer”), and Capital One Funding, LLC, a Virginia limited liability company partnership (the “Company”), as beneficiary agrees with the initial purchasers named in Schedule A hereto (the “BeneficiaryPurchasers”) of subject to the Issuerterms and conditions stated herein, propose to issue and sell to the notes of the series, classes and tranches designated Purchasers in the applicable Terms Agreement (as hereinafter defined) aggregate $1,000,000,000 principal amount of its 5.550% Senior Notes due 2035 (the “Notes”). The Notes will shall be issued pursuant to under the Indentureindenture, dated as of October 9September 18, 2002, as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement 2017 (as so supplemented and as otherwise modified or amended from time to time, the “Base Indenture”), between among the Issuer Company, the Guarantors (as defined herein) and The Bank of New York Mellon (formerly known as The Bank of New York)Mellon, as trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated pursuant to a Second Amended and Restated Trust Agreement, dated as of January 13, 2006 (as modified or amended from time to time, the “Trust Agreement”), between the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee Trustee (the “Owner Trustee”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the “Bank” and the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to 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 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement tenth supplemental indenture that will be dated as of the Closing Date (as hereinafter defined), relating to the Notes (the “Series SupplementTenth Supplemental Indenture”, and together with the Base Indenture, the “Indenture”). The payment of principal, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed in accordance with the guarantee terms set forth in the Indenture by each of the Company’s subsidiaries that from time to time guarantee the Credit and Guaranty Agreement, dated as of October 9June 23, 2002, as amended by the First Amendment thereto, dated as of March 1, 20082023, among the Company, the subsidiary guarantors party thereto from time to time, the lenders party thereto from time to time and MUFG Bank, Ltd. as Transferor administrative agent, as it may be amended, restated, supplemented or otherwise modified from time to time, or as it may be refinanced, replaced, refunded or renewed, which as of the date of this agreement, includes Cheniere Energy Investments, LLC (as defined in the Pooling and Servicing Agreement“Cheniere Energy Investments”), Sabine Pass LNG-GP, LLC (“SPLNG GP”), Sabine Pass LNG, L.P. (“SPLNG”), Sabine Pass Tug Services, LLC (“Sabine Pass Tug Services”), Cheniere Creole Trail Pipeline, L.P. (“CTPL”) and Cheniere Pipeline GP Interests, LLC (“CTPL GP”) (collectively, the Bank“Guarantors”), as servicer pursuant to such guarantees (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust TrusteeGuarantees”). References The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities”. The holders of the Securities will be entitled to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreementbenefits of a registration rights agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 Closing Date (the “Transfer Registration Rights Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller Guarantors and the RepresentativesPurchasers, a form of pursuant to which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred Guarantors agree to herein as the “Program Agreements.” The Company has prepared and filed file a registration statement with the Securities and Exchange Commission (the “Commission”) in accordance with registering the provisions exchange of registered securities for the Securities or resale of the Securities under the United States Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder amended (collectively, the “Securities Act”)) with terms substantially identical to the Securities (the “Exchange Notes” which, along with the Guarantees related thereto, are herein collectively referred to as the “Exchange Securities”) or, under specified circumstances, a shelf registration statement on Form S-3 (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02), including a form of prospectus, relating with respect to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as resale of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration StatementNotes.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus.”

Introductory. Capital One Multi-asset Execution TrustLife Storage LP, a Delaware statutory trust limited partnership (the “IssuerOperating Partnership”), and Capital One FundingLife Storage, LLCInc., a Virginia limited liability company Maryland corporation (the “Company”), as beneficiary and Life Storage Holdings, Inc., a Delaware corporation (“Life Storage Holdings”), the general partner of the Operating Partnership and wholly-owned subsidiary of the Company (together with the Company and the Operating Partnership, the “Transaction Entities”) proposes to issue and sell to the Underwriters named in Schedule A (the “BeneficiaryUnderwriters”) $400,000,000 aggregate principal amount of the Issuer, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) 2.200% Senior Notes due 2030 (the “Notes”). The Notes will are to be issued pursuant to an indenture dated June 20, 2016, among the IndentureOperating Partnership, dated as of October 9▇▇▇▇▇ Fargo Bank, 2002, as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”), between the Issuer and The Bank of New York Mellon (formerly known as The Bank of New York)National Association, as trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated pursuant to a Second Amended , and Restated Trust Agreement, dated as of January 13, 2006 (as modified or amended from time to time, the “Trust Agreement”), between the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee guarantor (the “Owner Trustee”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the “Bank” and the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to 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 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing AgreementBase Indenture”), as supplemented by the Series 2002-CC Supplement (fourth supplemental indenture to be dated on or about September 23, 2020 among the “Series Supplement”)Operating Partnership, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among Trustee and the Company, as Transferor (as defined in the Pooling and Servicing Agreement), the Bank, as servicer guarantor (the “Servicer”), Fourth Supplemental Indenture,” and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacitytogether with the Base Indenture, the “Master Trust TrusteeIndenture”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLCLLC and U.S. Bancorp Investments, Inc. have agreed to act as the representatives representative of such the several Underwriters (each a “Representative”in such capacity, and collectively the “Representatives”, which, if ) in connection with issuance and sale of the context herein does require, Notes by the Operating Partnership. This agreement by and among the Transaction Entities and the Underwriters shall include such Representatives in their capacity be referred to as Underwriters of any this “Agreement.” The Notes or will be fully and unconditionally guaranteed as Representatives). Notes sold to the Underwriters for which payment of principal and interest by the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement Company (the “Agreement,Guarantees” which shall include and together with the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this AgreementNotes, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to herein as the “Program Agreements.” The Company has prepared and filed with the Securities and Exchange Commission (the “CommissionSecurities”) in accordance with the provisions terms of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02), including a form of prospectus, relating to the Notes and the Collateral CertificateIndenture. Notes issued in book-entry form will be issued to Cede & Co. as nominee of The registration statement as amended has been declared effective by the Commission and remains effective as Depository Trust Company (“DTC”). Each of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution Transaction Entities jointly and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file severally hereby confirms its agreements with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to Underwriters as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus.”follows:

Introductory. Capital One Multi-asset Execution TrustKCS Energy, Inc., a Delaware statutory trust (the “Issuer”), and Capital One Funding, LLC, a Virginia limited liability company corporation (the “Company”), as beneficiary proposes, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto (the “BeneficiaryPurchasers”) U.S. $100,000,000 aggregate principal amount of the Issuer, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) its 7 1/8% Senior Notes due 2012 (the “NotesOffered Securities”). The Notes will ) to be issued pursuant to the Indentureas additional securities under an indenture, dated as of October 9April 1, 20022004, as amended and restated as of January 13, 2006, and (the “Original Indenture”) as amended by the First Amendment theretoSupplemental Indenture thereto (the “First Supplemental Indenture”), dated as of March 1April 8, 2008, 2005 (the Original Indenture as amended and supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to timeFirst Supplemental Indenture, the “Indenture”), between the Issuer and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated pursuant to a Second Amended and Restated Trust Agreement, dated as of January 13, 2006 (as modified or amended from time to time, the “Trust Agreement”), between among the Company, as Beneficiary and as transferor (in such capacityKCS Resources, the “Transferor”), and Deutsche Bank Trust Company DelawareInc., a Delaware banking corporation, as owner trustee (the “Owner Trustee”). The Notes will be secured by certain assets of the IssuerMedallion California Properties Company, including the Collateral Certificate referred to below a Texas corporation, KCS Energy Services, Inc., a Delaware corporation, and Proliq, Inc., a New Jersey corporation (collectively, the “CollateralGuarantors”). Capital One , and U.S. Bank (USA), National Association, as Trustee. The Offered Securities are Additional Securities (as defined in the Indenture) to the $175,000,000 aggregate principal amount of 7 1/8% Senior Notes due 2012 previously issued and outstanding, and shall constitute a national banking association (single class therewith under the “Bank” and Indenture. The holders of the “Seller”), has entered into Offered Securities will be entitled to the Amended and Restated Receivables Purchase benefits of a Registration Rights Agreement, to be dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to 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 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 Closing Date (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”defined below), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling Guarantors and Servicing Agreement), the Bank, as servicer Purchasers (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Registration Rights Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, pursuant to which the Company has caused the Master Trust agrees to issue to the Issuer file a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to herein as the “Program Agreements.” The Company has prepared and filed registration statement with the Securities and Exchange Commission (the “Commission”) in accordance with registering the provisions resale of the Offered Securities under the United States Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder amended (collectively, the “Securities Act”), a shelf registration statement on Form S-3 (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02), including a form of prospectus, relating to the Notes The Company and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file Guarantors hereby agree with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to several Purchasers as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus.”follows:

Introductory. Capital One Multi-asset Execution Trust, a Delaware statutory business trust (the “"Issuer”"), and Capital One Funding, LLC, a Virginia limited liability company (the “"Company”"), as originator (in such capacity, the "Originator") and beneficiary (in such capacity, the “"Beneficiary”") of the Issuer, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) (the “"Notes”"). The Notes will be issued pursuant to the Indenture, to be dated as of October 9[ ], 2002, as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each Document having the date dates stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “"Indenture”"), between the Issuer and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “"Indenture Trustee”"). The Issuer is will be operated pursuant to a Second an Amended and Restated Trust Agreement, to be dated as of January 13[ ], 2006 2002 (as modified or amended from time to time, the “"Trust Agreement”"), between the Company, as Beneficiary and as transferor (in such capacity, the “"Transferor”"), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “"Owner Trustee”"). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “"Collateral”"). Each of Capital One Bank Bank, a Virginia banking corporation (USAthe "Bank" and a "Seller"), National Associationand Capital One, F.S.B. (a national banking association ("Seller", and together with the “Bank” and , the “Seller”"Sellers"), has entered into the Amended and Restated Receivables Purchase Agreementa receivables purchase agreement, dated as of July August 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 2002 (the “each an applicable "Receivables Purchase Agreement”" and together the "Receivables Purchase Agreements") with the Company under which the Bank and (to the extent applicable) Capital One, F.S.B. will sell receivables (the “"Receivables”") generated from time to time in certain designated consumer and small business revolving credit card accounts (the “"Accounts”"), collections thereon and certain related property to the Company. The Company Company, as Transferor, has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “"Master Trust”") pursuant to the an 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 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 2002 (as so amended and restated and as otherwise modified or amended from time to time, the “"Pooling and Servicing Agreement”"), as supplemented by the Series 2002-CC Supplement (the “"Series Supplement”"), dated as of October 9[ ], 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling and Servicing Agreement)Transferor, the Bank, as servicer (the “"Servicer”"), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “"Master Trust Trustee”"). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, Agreement and the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “"Collateral Certificate”"). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through [ ], as underwriters, or through certain underwriters which include [ ], one or more of which may with [ ] act as the representative of such underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “"Underwriter” " or, collectively, all such Underwriters may be referred to as the “"Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, the representatives of such Underwriters ("; each a “representative thereof may be referred to herein together as "Representative”, and collectively the “Representatives”", which, if the context herein does require, shall include such Representatives [ ] in their its capacity as Underwriters Underwriter of any Notes or as RepresentativesRepresentative). Notes sold to the Underwriters for which [ ] is the Representatives are acting as representatives Representative shall be sold pursuant to one or more a Terms Agreements, Agreement among the Issuer, the Company, the Seller Sellers and the RepresentativesRepresentative, a form of which is attached hereto as Exhibit A (each, a “"Terms Agreement”"), each of which incorporates by reference this Underwriting Agreement (the “"Agreement,” " which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches tranche of notes issued by the Issuer. The Receivables Purchase To the extent not defined herein, capitalized terms used herein shall have the meanings specified in the Pooling and Servicing Agreement, . Pursuant to this Agreement, Agreement and the applicable Terms Agreement, and subject to the Pooling terms hereof and Servicing Agreementthereof, the Trust Agreement, Company agrees to cause the Amended and Restated Limited Liability Company Issuer to sell to the Underwriters named in such Terms Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to herein as the “Program Agreements.” The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) identified in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable such Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus.”

Introductory. Capital One Multi-asset Execution TrustAsset Backed Funding Corporation, a Delaware statutory trust corporation (the “Issuer”"Company"), and Capital One Funding, LLC, a Virginia limited liability company proposes to sell to Banc of America Securities LLC (the “Company”"BAS"), as beneficiary (the “Beneficiary”) of the Issuer, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”). The Notes will be issued pursuant to the Indenture, dated as of October 9, 2002, as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”), between the Issuer and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee representative (in such capacity, the “Indenture Trustee”). The Issuer is operated pursuant to a Second Amended "Representative") of BAS, ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co., Greenwich Capital Markets, Inc. and Restated Trust AgreementSG Americas Securities, dated as of January 13, 2006 (as modified or amended from time to time, the “Trust Agreement”), between the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below LLC (collectively, the “Collateral”"Underwriters"), $733,871,000 aggregate Certificate Principal Balance of the C-BASS Mortgage Loan Asset-Backed Certificates, Series 2006-CB6 identified in Schedule I hereto (the "Offered Certificates") having the Original Class Certificate Principal Balances set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Original Class Certificate Principal Balances within such range to be determined by the Company in its sole discretion). Capital One Bank The Offered Certificates, together with the Class B-1, Class B-2, Class B-3, Class CE, Class P, Class R and Class R-X Certificates (USAthe "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust fund consisting primarily of two pools of fixed and adjustable-rate mortgage loans, as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), National Associationto be dated as of July 1, 2006 between the Company and Credit-Based Asset Servicing and Securitization LLC ("C-BASS"). As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets (exclusive of the arrangements intended to protect against basis risk for certain of the Certificates, the Cap Carryover Reserve Account, the Supplemental Interest Trust, the Interest Rate Swap Agreement, the Interest Rate Cap Agreement and the Swap Account) as multiple separate real estate mortgage investment conduits (each, a national banking association (the “Bank” "REMIC"). The Certificates are to be issued pursuant to a pooling and the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreementservicing agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 2006 (the “Receivables Purchase "Pooling Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”"), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to 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 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling and depositor, ▇▇▇▇▇▇ Loan Servicing Agreement), the BankLP, as servicer (the “Servicer”), "Servicer"),C-BASS and The U.S. Bank of New York Mellon (formerly known as The Bank of New York)National Association, as trustee (in such capacity, the “Master Trust "Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”"). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated Offered Certificates will be issued in the applicable Terms Agreement will be sold denominations specified in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the I. The Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms AgreementMortgage Loan Purchase Agreement and the purchase agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company to be dated as of July 31, 20022006, as amended by between BAS and the First Amendment thereto dated as of March 1, 2008 Company (the “LLC "Purchase Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes ") are collectively referred to herein as the “Program Agreements"Basic Documents.” The Company has prepared and filed with " Capitalized terms used herein that are not otherwise defined herein have the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included meanings assigned thereto in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “ProspectusPooling Agreement.”

Introductory. Capital One Multi-asset Execution TrustProLogis, a Delaware statutory Maryland real estate investment trust (the “Issuer”), and Capital One Funding, LLC, a Virginia limited liability company (the “Company”), as beneficiary proposes to issue and sell to the several underwriters named in Schedule A (the “BeneficiaryUnderwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $450,000,000 aggregate principal amount of the Company’s 5.50% Notes due 2012 (the “2012 Notes”) and $400,000,000 aggregate principal amount of the IssuerCompany’s 5.75% Notes due 2016 (the “2016 Notes” and, propose to sell together with the notes of the series2012 Notes, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”). Banc of America Securities LLC (“BAS”), Deutsche Bank Securities Inc. and J.▇. ▇▇▇▇▇▇ Securities Inc. have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes. The Notes will be issued pursuant to the Indenture, dated as of October 9, 2002, as amended and restated as of January 13, 2006, and as amended by the First Amendment theretoan indenture, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement 1995 (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”), between the Issuer Company and The U.S. Bank of New York Mellon National Association (formerly known as The State Street Bank of New Yorkand Trust Company), as trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated pursuant to a Second Amended and Restated Trust Agreement, dated as of January 13, 2006 (as modified or amended from time to time, the “Trust Agreement”), between the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the “Bank” and the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to 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 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”)first supplemental indenture, dated as of October February 9, 20022005 (the “First Supplemental Indenture”), as amended by the First Amendment theretosecond supplemental indenture, dated as of March 1November 2, 20082005 (the “Second Supplemental Indenture”) and the third supplemental indenture, among dated as of November 2, 2005 (the Company“Third Supplemental Indenture” and together with the Base Indenture, as Transferor the First Supplemental Indenture and the Second Supplemental Indenture, the “Indenture”). Certain terms of each series of Notes will be established pursuant to Board Resolutions (as defined in the Pooling and Servicing Agreement), Indenture) adopted by the BankCompany pursuant to Section 301 of the Indenture. The Notes will be issued in book-entry form in the name of Cede & Co., as servicer nominee of The Depository Trust Company (the “ServicerDepositary”), and The Bank pursuant to a Letter of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration AgreementRepresentations, dated December 29, 2003 (as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 defined in Section 2 below) (the “Transfer DTC Agreement”), among between the Issuer, the Transferor, the Bank, as administrator, Company and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”)Depositary. The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to herein as the “Program Agreements.” The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-132616), which contains a base prospectus (the “Base Prospectus”), to be used in accordance connection with the provisions public offering and sale of debt securities, including the Notes, and other securities of the Company under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus.”promulgated thereunder

Introductory. Capital One Multi-asset Execution TrustAsset Backed Funding Corporation, a Delaware statutory trust (the “Issuer”), and Capital One Funding, LLC, a Virginia limited liability company corporation (the “Company”), as beneficiary (the “Beneficiary”) of the Issuer, propose proposes to sell the notes to Banc of the series, classes and tranches designated in the applicable Terms Agreement America Securities LLC (as hereinafter defined) (the “Notes”). The Notes will be issued pursuant to the Indenture, dated as of October 9, 2002, as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “IndentureBAS”), between the Issuer and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee representative (in such capacity, the “Indenture TrusteeRepresentative”). The Issuer is operated pursuant to a Second Amended ) of BAS and Restated Trust Agreement, dated as of January 13, 2006 (as modified or amended from time to time, the “Trust Agreement”), between the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below Barclays Capital Inc. (collectively, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the “Bank” and the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to 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 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC$342,014,000 aggregate Certificate Principal Balance of the C-BASS Mortgage Loan Asset-Backed Certificates, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives Series 2007-CB5 identified in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached Schedule I hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include Offered Certificates”) having the applicable Terms Agreement if Original Class Certificate Principal Balances set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the context so requiresprecise Original Class Certificate Principal Balances within such range to be determined by the Company in its sole discretion). To The Offered Certificates, together with the extent not defined hereinClass B-1, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling Class CE-1, Class CE-2, Class P, Class R and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 Class R-X Certificates (the “LLC AgreementNon-Offered Certificates”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes ) are collectively referred to herein as the “Program Agreements.Certificates” The Company has prepared and filed with evidence the Securities entire ownership interest in the assets of a trust fund consisting primarily of a pool of fixed and Exchange Commission adjustable-rate mortgage loans, as described in Schedule I (the “CommissionMortgage Loans”) in accordance with to be acquired by the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder Company pursuant to a mortgage loan purchase agreement (collectively, the “ActMortgage Loan Purchase Agreement”), to be dated as of May 1, 2007 between the Company and Credit-Based Asset Servicing and Securitization LLC (“C-BASS”). As of the close of business on the date specified in Schedule I as the cut-off date (the “Cut-off Date”), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the “Agreement.” Elections will be made to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets (exclusive of the arrangements intended to protect against basis risk for certain of the Certificates, the Cap Carryover Reserve Account, the Supplemental Interest Trust, the Interest Rate Swap Agreement, the Interest Rate Cap Agreement and the Swap Account) as multiple separate real estate mortgage investment conduits (each, a shelf registration statement on Form S-3 “REMIC”). The Certificates are to be issued pursuant to a pooling and servicing agreement, dated as of May 1, 2007 (Nos. 333-189293the “Pooling Agreement”), ▇▇▇-among the Company, as depositor, ▇▇▇▇▇▇-▇▇ and 333-189293-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statementLoan Servicing LP, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission servicer (the “Rules Servicer”),C-BASS and Regulations”) under the Act a supplement LaSalle Bank National Association, as trustee (the “Prospectus SupplementTrustee”). The Offered Certificates will be issued in the denominations specified in Schedule I. The Pooling Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated May 31, 2007, between BAS and the Company (the “Purchase Agreement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter are collectively referred to herein as the “Basic Prospectus”) relating to Documents.” Capitalized terms used herein that are not otherwise defined herein have the Notes and meanings assigned thereto in the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “ProspectusPooling Agreement.”

Introductory. Capital One Multi-asset Execution Trust, a Delaware statutory trust (the “Issuer”), and Capital One Funding, LLC, a Virginia limited liability company (the “Company”), as beneficiary (the “Beneficiary”) of the Issuer, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”). The Notes will be issued pursuant to the Indenture, dated as of October 9, 2002, as amended and restated as of January 13, 20062006 and March 17, 2016, and as further amended by the First Amendment thereto, dated as of March October 1, 20082022, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as so amended and supplemented and as otherwise modified or amended from time to time, the “Indenture”), between the Issuer and The Bank of New York Mellon (formerly known as The Bank of New York)Mellon, as trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated pursuant to a Second Amended and Restated Trust Agreement, dated as of January 13, 2006 (as modified or amended from time to time, the “Trust Agreement”), between the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One, National Association, a national banking association (as successor to Capital One Bank (USA), National Association, a national banking association ) (the “Bank” and the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 2008, the Second Amendment thereto, dated as of March 17, 2016, and the Third Amendment thereto, dated as of October 1, 2022 (as so amended and as otherwise modified or amended from time to time, the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to 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 and 2006, July 1, 20072007 and March 17, 2016, and as amended by the First Amendment thereto, dated as of March 1January 27, 2008 2017, and as further amended by the Second Amendment thereto, dated as of July 15October 1, 2010 2022 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended and restated as of March 17, 2016, and as further amended by the First Amendment thereto, dated as of March October 1, 20082022 (as so amended and as otherwise modified or amended from time to time, the “Series Supplement”), among the Company, as Transferor (as defined in the Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York)Mellon, as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 2008, and the Second Amendment thereto, dated as of October 1, 2022 (as so amended and as otherwise modified or amended from time to time, the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Receivables will be subject to review, in certain circumstances, by ▇▇▇▇▇▇▇ ▇▇▇▇▇ Income Services LLC, as assets representations reviewer (the “Asset Representations Reviewer”), for compliance with certain of the representations and warranties made about the Receivables, pursuant to and in accordance with an Asset Representations Review Agreement, dated as of March 17, 2016, as amended by the First Amendment thereto, dated as of October 1, 2022 (as so amended and as otherwise modified or amended from time to time the “Asset Representations Review Agreement”), among the Bank, the Company, the Servicer, and the Asset Representations Reviewer. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Barclays Capital Inc., ▇.▇. ▇▇▇▇▇▇ Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, ; this Agreement, ; the applicable Terms Agreement, ; the Pooling and Servicing Agreement, ; the Trust Agreement, ; the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto thereto, dated as of March 1, 2008 2008, and the Second Amendment thereto, dated as of October 1, 2022 (as so amended and as otherwise modified or amended from time to time, the “LLC Agreement”), ; the Transfer Agreement; the Indenture; the Asset Representations Review Agreement; the Dispute Resolution Agreement, dated as of March 17, 2016, as amended by the First Amendment thereto, dated as of October 1, 2022 (as so amended and as otherwise modified or amended from time to time, the Indenture“Dispute Resolution Agreement”), among the Bank, the Company and the Master Trust Trustee; the Collateral Certificate Certificate; and the Notes are collectively referred to herein as the “Program Agreements.” The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 SF-3 (Nos. 333-189293333- 262382, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293262382-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at as of the time of effectivenesseffective date, including the form of prospectus and all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at as of the time of effectiveness effective date pursuant to Rule 430B 430D under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with For purposes of this Agreement, the “effective date” means the later of (a) the date and time as of which the Registration Statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission or (b) the most recent effective date as of which the Prospectus (as defined below) is deemed to be part of the Registration Statement pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) 430D under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “ProspectusAct.”

Introductory. Capital One Multi-asset Execution TrustDevelopers Diversified Realty Corporation, a Delaware statutory trust (the “Issuer”), and Capital One Funding, LLC, a Virginia limited liability company an Ohio corporation (the “Company”), as beneficiary proposes to issue and sell its senior debt securities (the “BeneficiarySenior Securities”) or its subordinated debt securities (the “Subordinated Securities”), or both, from time to time, in one or more offerings on terms to be determined at the time of sale. The Senior Securities will be issued under an indenture dated as of May 1, 1994, as amended and supplemented by the Issuerfirst supplemental indenture, propose dated as of May 10, 1995, the second supplemental indenture, dated as of July 18, 2003, the third supplemental indenture, dated as of January 23, 2004, the fourth supplemental indenture, dated as of April 22, 2004, the fifth supplemental indenture, dated as of April 28, 2005, the sixth supplemental indenture, dated as of October 7, 2005, the seventh supplemental indenture, dated as of August 28, 2006, the eighth supplemental indenture, dated as of March 13, 2007, the ninth supplemental indenture, dated as of September 30, 2009, the tenth supplemental indenture, dated as of March 19, 2010 (such indenture, as amended and supplemented, the “Base Indenture”), and the eleventh supplemental indenture, dated on or prior to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement Closing Time (as hereinafter defined) (the “Notes”). The Notes will be issued pursuant to Eleventh Supplemental Indenture,” and together with the Base Indenture, dated as of October 9, 2002, as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “Senior Indenture”), ) between the Issuer Company and The U.S. Bank of New York Mellon National Association (formerly known as The successor to U.S. Bank of New YorkTrust National Association (as successor to National City Bank)), as trustee (in such capacity, the “Indenture Senior Trustee”), and the Subordinated Securities will be issued under an indenture dated as of May 1, 1994 (the “Subordinated Indenture”) between the Company and JPMorgan Chase Bank, N.A. (formerly known as Chemical Bank), as trustee (the “Subordinated Trustee”). The Issuer is operated pursuant term “Trustee” as used herein shall refer to a Second Amended and Restated Trust Agreement, dated as of January 13, 2006 (as modified either the Senior Trustee or amended from time to time, the “Trust Agreement”), between the CompanySubordinated Trustee, as Beneficiary and as transferor (in such capacityappropriate, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the “Bank” and the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to 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 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified for Senior Securities or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to herein as the “Program Agreements.” The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus.”Subordinated

Introductory. Capital One Multi-asset Execution Trust, a Delaware statutory trust (the “Issuer”), and Capital One Funding, LLC, a Virginia limited liability company (the “Company”), as beneficiary (the “Beneficiary”) of the Issuer, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”). The Notes will be issued pursuant to the Indenture, dated as of October 9, 2002, as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each Document having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”), between the Issuer and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated pursuant to a Second Amended and Restated Trust Agreement, dated as of January 13, 2006 (as modified or amended from time to time, the “Trust Agreement”), between the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the “Bank” and the “Seller”), has entered into the Amended an amended and Restated Receivables Purchase Agreementrestated receivables purchase agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to the an 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 and July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, Agreement and the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through Citigroup Global Markets Inc. and ▇.▇. ▇▇▇▇▇▇ Securities Inc., as underwriters, or through certain underwriters which include Citigroup Global Markets Inc. and ▇.▇. ▇▇▇▇▇▇ Securities Inc., one or more of which may, with Citigroup Global Markets Inc. and ▇.▇. ▇▇▇▇▇▇ Securities Inc., act as the representatives of such underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, ; each representative thereof may be referred to herein together as a or the representatives of such Underwriters (each a “Representative”, and or if there is more than one Representative, collectively all such Representatives may be referred to herein together as the “Representatives”, which, if the context herein does require, shall include such Representatives Citigroup Global Markets Inc. and ▇.▇. ▇▇▇▇▇▇ Securities Inc., in their capacity as Underwriters Underwriter of any Notes or as RepresentativesRepresentative). Notes sold to the Underwriters for which Citigroup Global Markets Inc. and ▇.▇. ▇▇▇▇▇▇ Securities Inc. are the Representatives are acting as representatives shall be sold pursuant to one or more a Terms AgreementsAgreement, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to herein as the “Program Agreements.” The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02having the registration number stated in the applicable Terms Agreement), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereofCommission. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (together with static pool information (the “Static Pool Information”) required to be disclosed pursuant to Item 1105 of Regulation AB under the Act, without regard to whether such information is deemed to be a part of a prospectus under Item 1105(d) of Regulation AB under the Act, the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus.”

Introductory. Capital One Multi-asset Execution Advanta Business Receivables Corp., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to cause Advanta Business Card Master Trust, a Delaware statutory common law trust (the “Issuer”), and Capital One Funding, LLC, a Virginia limited liability company to issue $300,000,000 aggregate principal amount of Advanta Business Card Master Trust AdvantaSeries Class A(2006-A4) Asset Backed Notes (the “CompanyOffered Notes”), as beneficiary ) and $25,000,000 aggregate principal amount of AdvantaSeries Class D(2006-D2) Asset Backed Notes (the “BeneficiaryClass D Notes”) of (the IssuerOffered Notes and the Class D Notes are collectively, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”). The Notes will be issued pursuant to the Indenture, dated as of October 9, 2002, as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”), between the Issuer and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated a common law trust formed pursuant to a Second Amended and Restated Trust Agreement, dated as of January 13August 1, 2006 2000 (as modified or amended from time to time, the “Trust Agreement”), ) between the Company and Wilmington Trust Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”), as amended by Amendment No. 1 to the Trust Agreement, dated as of May 9, 2006, between the Company and the Owner Trustee. The Notes will be secured issued pursuant to a Master Indenture, dated as of August 1, 2000 (the “Master Indenture”), between the Issuer and Deutsche Bank Trust Company Americas, as indenture trustee (the “Indenture Trustee”), as amended by certain Amendment No. 1 to the Master Indenture, dated as of May 9, 2006, between the Owner Trustee and the Indenture Trustee, as supplemented by the AdvantaSeries Indenture Supplement with respect to the Notes dated as of November 1, 2004 and, with respect to the Notes, as further supplemented by the Class A(2006-A4) Terms Document and the Class D (2006-D2) Terms Document, each dated as of June 8, 2006 (the “Indenture Supplement” and together with the Master Indenture, the “Indenture”). The assets of the IssuerIssuer will include Receivables and payments thereon in a portfolio of MasterCard and VISA revolving business purpose credit card accounts originated by Advanta Bank Corp. The Receivables are transferred to the Issuer pursuant to a Transfer and Servicing Agreement, including dated as of August 1, 2000 (the Collateral Certificate referred to below “Transfer and Servicing Agreement”), between the Company, Advanta Bank Corp. (collectively“Advanta”), as servicer (in such capacity, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the “Bank” and the “SellerServicer”), has entered into and the Amended Issuer, as amended by Amendment No. 1 to the Transfer and Restated Servicing Agreement, dated as of May 9, 2006 among the Company, the Servicer and the Issuer. The Receivables transferred to the Issuer by the Company are acquired by the Company from Advanta, pursuant to a Receivables Purchase Agreement, dated as of July August 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 2000 (the “Receivables Purchase Agreement”) with ), between the Company under which and Advanta. Advanta granted a security interest in the Bank will sell receivables Receivables to the Indenture Trustee for the benefit of the Noteholders pursuant to a letter agreement dated as of August 1, 2000 (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “AccountsSecurity Agreement”), collections thereon between Advanta and the Indenture Trustee. Advanta has agreed to provide notices and perform on behalf of the Issuer certain related property to other administrative obligations required by the Company. The Company has conveyed Transfer and Servicing Agreement, the ReceivablesMaster Indenture and each indenture supplement for each series of notes issued by the Issuer, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to the Amended and Restated Pooling and Servicing an Administration Agreement, dated as of September 30, 1993, as amended and restated as of August 1, 2002, January 13, 2006 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 2000 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Administration Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002between Advanta, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee administrator (in such capacity, the “Master Trust TrusteeAdministrator”), and the Issuer. References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling The Transfer and Servicing Agreement, the Receivables Purchase Agreement, the Indenture, the Trust Agreement, the Security Agreement and the Transfer and Administration AgreementAgreement are referred to herein, dated as of October 9, 2002collectively, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate Transaction Documents.” This Underwriting Agreement is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,.” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling Transaction Documents. Advanta and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by hereby agree with the First Amendment thereto dated as of March 1, 2008 underwriters for the Offered Notes listed on Schedule A hereto (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to herein as the “Program Agreements.” The Company has prepared and filed with the Securities and Exchange Commission (the “CommissionUnderwriters”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus.”follows:

Introductory. Capital One Multi-asset Execution Trust, a Delaware statutory trust (the “Issuer”), and Capital One FundingSabine Pass Liquefaction, LLC, a Virginia Delaware limited liability company (the “Company”), as beneficiary agrees with the initial purchasers named in Schedule A hereto (the “BeneficiaryPurchasers”) of subject to the Issuerterms and conditions stated herein, propose to issue and sell to the notes of the series, classes and tranches designated Purchasers in the applicable Terms Agreement (as hereinafter defined) aggregate U.S.$1,350,000,000 principal amount of its 4.200% Senior Secured Notes due 2028 (the “Notes”). The Notes will shall be issued pursuant to the Indenture, under an indenture dated as of October 9, 2002, as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March February 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement 2013 (as so supplemented and as otherwise modified or amended from time to time, the “Base Indenture”), between the Issuer Company and The Bank of New York Mellon (formerly known as The Bank of New York)Mellon, as trustee Trustee (in such capacitythe “Trustee”) as supplemented by an eighth supplemental indenture, dated September 19, 2016 (the “Eighth Supplemental Indenture”) and a tenth supplemental indenture that will be dated as of March 6, 2017, relating to the Notes (the “Tenth Supplemental Indenture”) (the Base Indenture, as supplemented by the Eighth Supplemental Indenture and the Tenth Supplemental Indenture, the “Indenture Trustee”). The Issuer is operated pursuant to a Second Amended and Restated Trust Agreement, dated as of January 13, 2006 (as modified or amended from time to time, the “Trust Agreement”), between the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner TrusteeIndenture”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USAas herein defined), National Associationon which the Company has granted a security interest to Société Générale, a national banking association as common security trustee (the “Bank” and the “SellerCommon Security Trustee”), has entered into in accordance with the Security Documents (as defined in the Second Amended and Restated Receivables Purchase Common Terms Agreement, dated as of July 1June 30, 20072015, among the Company, the Secured Debt Holder Group Representatives (as defined therein), the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee and the Intercreditor Agent (as defined therein), as amended by the First Omnibus Amendment thereto, dated as of March 1September 24, 2008 (2015, the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property Administrative Amendment to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to the Amended and Restated Pooling and Servicing Common Terms Agreement, dated as of September 30December 31, 19932015, as amended among the Company, the Common Security Trustee and restated as of August 1the Intercreditor Agent, 2002, January 13, 2006 the Second Omnibus Amendment and July 1, 2007, as amended by the First Amendment Waiver thereto, dated as of March 1January 20, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement2017, and the Transfer and Administration Amendment to the Common Terms Agreement, dated as of October 9January 20, 20022017 (collectively, as amended by the First Amendment thereto“Common Terms Agreement”)). The holders of the Notes will be entitled to the benefits of a registration rights agreement, dated as of March 1, 2008 the Closing Date (the “Transfer Registration Rights Agreement”), among between the Issuer, the Transferor, the Bank, as administrator, Company and the Indenture TrusteePurchasers, pursuant to which the Company has caused the Master Trust agrees to issue to the Issuer file a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to herein as the “Program Agreements.” The Company has prepared and filed registration statement with the Securities and Exchange Commission (the “Commission”) in accordance with registering the provisions exchange of registered notes for the Notes or resale of the Notes under the United States Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder amended (collectively, the “Securities Act”), a shelf registration statement on Form S-3 (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02), including a form of prospectus, relating ) with terms substantially identical to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and RegulationsExchange Notes”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus.”

Introductory. Capital One Multi-asset Execution TrustIt is proposed that Fleet National Bank, as trustee under each of the Trusts (as defined below) (each, a Delaware statutory trust "Trustee"), issue and sell to Morg▇▇ ▇▇▇n▇▇▇ & ▇o. Incorporated, as underwriter (the “Issuer”"Underwriter"), its pass through certificates in the aggregate principal amounts set forth on Schedule I hereto and Capital One Funding, LLC, a Virginia limited liability company with the interest rates and final distribution dates set forth on Schedule II hereto (the “Company”), as beneficiary ("Offered Certificates") on the “Beneficiary”) of the Issuer, propose to sell the notes of the series, classes terms and tranches designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”)conditions stated herein. The Notes Offered Certificates will be issued pursuant to the Indenturea pass through trust agreement, dated as of October 9June __, 2002, as amended and restated as of January 13, 20061997 (the "Basic Agreement"), and as amended by the First Amendment four separate supplements thereto, dated as of March 1June __, 20081997 (each, as supplemented a "Trust Supplement" and together with the Basic Agreement, collectively, the "Pass Through Trust Agreements") between America West Airlines, Inc., a Delaware corporation (the "Company"), and the Trustee, relating to the creation and administration of America West Airlines Pass Through Trust Series 1997-1A (the "Class A Trust"), America West Airlines Pass Through Trust Series 1997-1B (the "Class B Trust"), America West Airlines Pass Through Trust Series 1997-1C (the "Class C Trust") and America West Airlines Pass Through Trust Series 1997-1D (the "Class D Trust" and, together with the Class A Trust, the Class B Trust and the Class C Trust, the "Trusts"). Certain amounts of interest payable on the Offered Certificates to be issued by the Asset Pool SupplementClass A Trust, the Indenture Supplement Class B Trust and the Terms DocumentClass C Trust will be entitled to the benefits of a separate liquidity facility for each such Trust. Kredietbank N.V., each having acting through its New York branch (the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”"Liquidity Provider"), between the Issuer and The Bank of New York Mellon will enter into three irrevocable revolving credit agreements (formerly known as The Bank of New Yorkeach, a "Liquidity Facility"), as trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated pursuant to a Second Amended and Restated Trust Agreement, be dated as of January 13June __, 2006 (as modified or amended from time to time1997, for the benefit of the holders of the Offered Certificates issued by the Class A Trust, the “Class B Trust and the Class C Trust, 2 respectively. The Liquidity Provider and the holders of the Offered Certificates will be entitled to the benefits of an Intercreditor Agreement to be dated as of June __, 1997 (the "Intercreditor Agreement”)") among the Trusts, between the CompanyFleet National Bank, as Beneficiary and as transferor subordination agent (in such capacity, the “Transferor”"Subordination Agent"), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”)Liquidity Provider. The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the “Bank” and the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to 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 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor Leases (as defined in the Pooling and Servicing Agreement), Pass Through Trust Agreements) provide that the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented aggregate amounts unconditionally payable by the Series Supplement. Pursuant Company under the Leases will be at least sufficient to pay in full when due all scheduled amounts required to be paid on the Pooling and Servicing AgreementEquipment Notes, although the Equipment Notes (as defined in the Pass Through Trust Agreement, and Agreements) are not obligations of the Transfer and Administration Agreement, dated as of October 9, 2002, as amended Company or guaranteed by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”)Company. The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent Capitalized terms used but not defined herein, capitalized terms used herein have the meanings assigned to such terms them in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms AgreementPass Through Trust Agreements, as the context otherwise requires or or, if such term is otherwise not defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreementtherein, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement meanings specified in each of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to herein as the “Program Agreements.” The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is four Indentures referred to in this Agreement as such Pass Through Trust Agreements or in each of the “Registration Statement.” four Leases referred to in such Indentures. The Company understands that the Underwriter proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) make an offering of the rules and regulations of Offered Certificates on the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) terms, subject to the prospectus included conditions and in the Registration Statement (such prospectus, manner set forth in the form it appears in the Registration Statement or in the form most recently revised Prospectus (as defined below) and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “ProspectusSection 5 hereof.”

Introductory. Capital One Multi-asset Execution Trust(a) Howmet Aerospace Inc., a Delaware statutory trust (the “Issuer”), and Capital One Funding, LLC, a Virginia limited liability company corporation (the “Company”), as beneficiary proposes to issue and sell to the several underwriters named in Schedule I hereto (the “BeneficiaryUnderwriters”) of the Issuer), propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) for whom you (the “NotesRepresentatives”) are acting as representative, an aggregate principal amount of $500,000,000 of its 4.850% notes due 2031 (the “Securities”). The Notes will , to be issued pursuant to under the Indenture, indenture dated as of October 9September 30, 2002, as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement 1993 (as so supplemented and as otherwise modified or amended from time to time, the “Original Indenture”), between the Issuer Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as successor to J.▇. ▇▇▇▇▇▇ Trust Company, National Association (formerly known as The Bank of New YorkChase Manhattan Trust Company, National Association), as trustee (in such capacity, supplemented by the “Indenture Trustee”). The Issuer is operated pursuant to a Second Amended and Restated Trust Agreement, first supplemental indenture dated as of January 1325, 2006 (as modified or amended from time to time2007 between the Company and the Trustee, the “Trust Agreement”), between the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the “Bank” and the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to 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 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, second supplemental indenture dated as of July 15, 2010 2008 between the Company and the Trustee, the fourth supplemental indenture dated as of December 31, 2017 between the Company and the Trustee and the fifth supplemental indenture dated as of April 16, 2020 between the Company and the Trustee (as so amended and restated and as otherwise modified or amended from time to timesupplemented, the “Pooling Indenture”) between the Company and Servicing Agreementthe Trustee. Certain terms of the Securities will be established pursuant to an officers’ certificate pursuant to Section 301 of the Indenture (the “Officers’ Certificate”). (b) At or prior to the time when sales of the Securities were first made (the “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Information”): the Preliminary Prospectus Supplement dated August 8, 2024 and accompanying base prospectus dated May 23, 2023 (together, the “Preliminary Prospectus”), as supplemented filed by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to herein as the “Program Agreements.” The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”Rule 424(b)(5) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 and each “free writing prospectus” (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness defined pursuant to Rule 430B 405 under the Act) identified in Schedule II hereto, is referred to in this Agreement as including the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and final term sheet filed with the Commission pursuant to Rule 424(b), is hereinafter referred to 433 under the Act and attached hereto as Schedule III (the “Basic ProspectusFinal Term Sheet”). (c) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the Notes benefit of the Underwriters and shall not be on behalf of the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “ProspectusCompany.”

Introductory. Capital One Multi-asset Execution TrustU.S. Auto Receivables Company, a Delaware statutory trust corporation (the “Issuer”"Seller"), proposes to cause CARCO Auto Loan Master Trust (the "Trust") to sell $[ ] principal amount of its [Floating Rate][ %] Auto Loan Asset Backed Certificates, Series 199[_-_] (the "Certificates"), to the several underwriters set forth on Schedule I hereto (the "Underwriters"), for whom you are acting as representative (the "Representative"). Each Certificate will represent a fractional undivided ownership interest in the Trust. The assets of the Trust include, among other things, a pool of receivables (the "Receivables") generated from time to time pursuant to wholesale automobile loan revolving credit agreements of Chrysler Financial Corporation (the "Company"), directly or as successor to Chrysler Credit Corporation, a Delaware corporation ("CCC"), and Capital One Funding, LLC, a Virginia limited liability company (the “related Collateral Security. The Receivables were sold to the Trust by the Seller and are serviced for the Trust by the Company”), as beneficiary (the “Beneficiary”) of the Issuer, propose successor to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”)CCC. The Notes Certificates will be issued pursuant to the Indenture, a pooling and servicing agreement dated as of October 9May 31, 20021991, as amended and restated assigned by Chrysler Auto Receivables Company ("CARCO") to the Seller on August 8, 1991 (as of January 13, 2006, assigned and as amended by the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”"P&S"), between among CARCO, the Issuer Seller, CCC, which has been succeeded by the Company, as Servicer, and The Bank of New York Mellon (formerly known as Manufacturers and Traders Trust Company, which has been succeeded by The Bank of New York), as trustee (in such capacitythe "Trustee"), and the “Indenture Trustee”). The Issuer is operated pursuant Series 199[_-_] Supplement to a Second Amended and Restated Trust Agreement, the P&S to be dated as of January 13[ ], 2006 199[ ] (as modified or amended from time to timethe "Supplement"), among the Seller, the “Trust Agreement”), between Company and the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”). The Notes will be secured by certain assets of P&S and the Issuer, including the Collateral Certificate Supplement are collectively referred to below (collectively, as the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the “Bank” and the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to the Amended and Restated "Pooling and Servicing Agreement, dated as of September 30, 1993, as amended ". Capitalized terms used and restated as of August 1, 2002, January 13, 2006 and July 1, 2007, as amended by not otherwise defined herein shall have the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined meanings given them in the Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to herein as the “Program Agreements.” The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus.”

Introductory. Capital One Multi-asset Execution TrustE*TRADE Group, Inc., a Delaware statutory trust corporation (the “Issuer”"Company"), proposes to issue and Capital One Funding, LLC, a Virginia limited liability company sell to the several Initial Purchasers named in Schedule A (the “Company”), as beneficiary "Initial Purchasers") an aggregate of $500,000,000 principal amount of its 6% Convertible Subordinated Notes due 2007 (the “Beneficiary”"Firm Securities"). In addition, the Company has granted to the Initial Purchasers an option to purchase up to an additional aggregate $150,000,000 principal amount of its 6% Convertible Subordinated Notes due 2007 (the "Option Securities") as provided in Section 2. The Firm Securities and, if and to the extent such option is exercised, the Option Securities are collectively called the "Securities." The Securities will be convertible into shares (the "Underlying Securities") of the IssuerCommon Stock, propose to sell the notes $0.01 par value, of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) Company (the “Notes”"Common Stock"). The Notes Securities will be issued pursuant to an Indenture (the "Indenture"), to be dated as of October 9, 2002, as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March February 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”)2000, between the Issuer Company and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Indenture "Trustee”"). The Issuer is operated pursuant to a Second Amended Securities (and Restated Trust Agreement, dated as of January 13, 2006 (as modified or amended from time to time, the “Trust Agreement”), between the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”). The Notes Underlying Securities) will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the “Bank” and the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with the Company offered without being registered under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to 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 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to herein as the “Program Agreements.” The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, in reliance on exemptions therefrom provided by the Act and the rules and regulations of the Commission thereunder (collectively, the “"Securities Act”"). The Initial Purchasers and their direct and indirect transferees will be entitled to the benefits of a Registration Rights Agreement dated the date hereof between the Company and the Initial Purchasers (the "Registration Rights Agreement"). In connection with the offer and sale of the Securities, the Company has prepared a preliminary offering circular dated January 24, 2000 (the "Preliminary Circular") and a final offering circular dated February 1, 2000 (the "Final Circular") for delivery to prospective purchasers of the Securities. Each of the Preliminary Circular and the Final Circular includes or incorporates certain information concerning, among other things, the Company, the Securities and the Underlying Securities. The Final Circular also incorporates by reference each document or report filed by the Company with the Securities and Exchange Commission (the "Commission") pursuant to Sections 13(a), a shelf registration statement on Form S-3 (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-0213(c), including a form 14 or 15(d) of prospectusthe Securities Exchange Act of 1934, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by (the Commission and remains effective as of "Exchange Act"), after the date hereof. If any post-effective amendment has been filed with respect thereto, thereof and prior to the execution and delivery termination of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time distribution of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus.”the

Introductory. Capital One Multi-asset Execution TrustKey Bank USA, National Association, a Delaware statutory trust national banking association ("KBUSA"), proposes to cause KeyCorp Student Loan Trust 2000-A (the “Issuer”"Trust") to issue and sell $100,000,000 principal amount of its Floating Rate Class A-1 Asset Backed Notes (the "Class A-1 Notes"), and Capital One Funding$450,000,000 principal amount of its Floating Rate Class A-2 (the "Class A-2 Notes" and together with the Class A-1 Notes, LLCthe "Notes") to the underwriters named in Schedule I hereto (the "Underwriters"), for whom you (the "Representative") are acting as representative. The Trust was formed pursuant to the Trust Agreement, dated as of May 31, 2000, as amended and restated by the Amended and Restated Trust Agreement, dated as of June 1, 2000 (as further amended and supplemented from time to time, collectively, the "Trust Agreement") between KBUSA, as depositor and Bank One, National Association, as Eligible Lender Trustee (the "Eligible Lender Trustee"). The assets of the Trust include, among other things, a Virginia limited liability company pool of graduate and undergraduate student loans (collectively, the "Initial Financed Student Loans"), certain monies due thereunder on and after June 1, 2000, with respect to certain of the Initial Financed Student Loans, (the “Company”"Cutoff Date"), as beneficiary an interest rate swap agreement, in the form of a 1992 ISDA Master Agreement, and schedule thereto and related confirmation related thereto (the “Beneficiary”"Interest Rate Swap"), each dated as of June 22, 2000, between the Trust and KBUSA, as the swap counterparty (in such capacity, the "Swap Counterparty") and a note guaranty insurance policy issued by MBIA Insurance Corporation (the "Securities Insurer") to Bankers Trust Company, a New York banking corporation (the "Indenture Trustee") for the benefit of the Issuer, propose Noteholders (the "Securities Guaranty Insurance Policy"). Such Initial Financed Student Loans were sold to sell the notes Eligible Lender Trustee on behalf of the seriesTrust by the Seller pursuant to the Sale and Servicing Agreement, classes and tranches designated in the applicable Terms Agreement dated as of June 1, 2000 (as hereinafter definedamended and supplemented from time to time, the "Sale and Servicing Agreement"), among, the Trust, the Eligible Lender Trustee, KBUSA, as master servicer (in such capacity, the "Master Servicer"), KBUSA, as seller (in such capacity, the "Seller"), and KBUSA, as administrator (in such capacity, the "Administrator"). The Master Servicer has also entered into two certain sub-servicing agreements to have the Financed Student Loans sub-serviced with each of Pennsylvania Higher Education Assistance Agency, an agency of the Commonwealth of Pennsylvania ("PHEAA" and, in its capacity as a sub-servicer, a "Sub-Servicer") and Great Lakes Educational Loan Services, Inc., a Wisconsin corporation (the “Notes”"Great Lakes" or a "Sub-Servicer"). The Notes will be issued pursuant to the Indenture, Indenture to be dated as of October 9June 1, 2002, 2000 (as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “"Indenture”"), between the Issuer Indenture Trustee and the Trust. The Bank Securities Guaranty Insurance Policy will be issued pursuant to an Insurance Agreement (the "Insurance Agreement") dated as of New York Mellon June 22, 2000 by and among the Securities Insurer, KBUSA, (formerly known in its capacities as The Bank of New Yorkthe Seller, the Master Servicer, the Administrator, and the Depositor), the Trust, the Indenture Trustee and the Eligible Lender Trustee. After the Closing Date (as trustee defined below), the Eligible Lender Trustee, acting on behalf of the Trust, will acquire certain additional student loans, identified in the Sale and Servicing Agreement on or prior to July 31, 2000 (the "Subsequent Pool Student Loans") and on or prior to the end of the Funding Period (the "Other Subsequent Student Loans"; and together with the Subsequent Pool Student Loans and Initial Financed Student Loans, the "Financed Student Loans") using amounts in certain accounts owned by the Trust which have been set aside for such purpose. In addition, the Administrator will perform certain administrative duties on behalf of the Trust pursuant to the Administration Agreement, dated as of June 1, 2000 (as amended and supplemented from time to time, the "Administration Agreement"), among the Indenture Trustee, the Trust and the Administrator. The Trust will also be a party to that certain cap agreement (the "Cap Agreement") between the Trust and KBUSA, as cap provider (in such capacity, the “Indenture Trustee”"Cap Provider"). The Issuer is operated pursuant , whereunder the Noteholders will be entitled, subject to a Second Amended and Restated Trust the limitations of the Cap Agreement, dated as to receive payments from the Cap Provider in the amount of January 13, 2006 (as modified or amended from time to time, the “Trust Agreement”), between the Company, as Beneficiary and as transferor (in any of any Noteholders' Interest Index Carryover for such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”). The Class of Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the “Bank” and the “Seller”)Cap Provider will receive reimbursement for such payments on subsequent Distribution Dates, has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property but only to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to 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 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplementextent funds are available therefor on a subordinated basis. Pursuant to the Pooling Interest Rate Swap, on each Distribution Date the Trust will be entitled to receive certain payments from the Swap Counterparty, and/or the Trust will be required to make certain payments to the Swap Counterparty, in each case on a net basis. The Sale and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing AgreementIndenture, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Insurance Agreement, the IndentureAdministration Agreement, the Collateral Certificate Interest Rate Swap and the Notes Cap Agreement are collectively referred to herein as the “Program Agreements"Basic Documents.” The Company has prepared and filed " Simultaneously with the Securities issuance and Exchange Commission sale of the Notes as contemplated herein, and pursuant to the Trust Agreement, the Trust will issue its Trust Certificate (the “Commission”"Certificate") representing a fractional undivided residual ownership interest in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02), including a form of prospectus, relating Trust to the Notes Seller. Capitalized terms used and not otherwise defined herein shall have the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to meanings given them in this Agreement as the “Registration StatementAppendix A attached hereto.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus.”

Introductory. Capital One Multi-asset Execution Advanta Business Receivables Corp., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to cause Advanta Business Card Master Trust, a Delaware statutory common law trust (the “Issuer”), and Capital One Funding, LLC, a Virginia limited liability company to issue $250,000,000 aggregate principal amount of Advanta Business Card Master Trust AdvantaSeries Class A(2006-A3) Asset Backed Notes (the “CompanyOffered Notes”), as beneficiary ) and $25,000,000 aggregate principal amount of AdvantaSeries Class D(2006-D2) Asset Backed Notes (the “BeneficiaryClass D Notes”) of (the IssuerOffered Notes and the Class D Notes are collectively, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”). The Notes will be issued pursuant to the Indenture, dated as of October 9, 2002, as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”), between the Issuer and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated a common law trust formed pursuant to a Second Amended and Restated Trust Agreement, dated as of January 13August 1, 2006 2000 (as modified or amended from time to time, the “Trust Agreement”), ) between the Company and Wilmington Trust Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”), as amended by Amendment No. 1 to the Trust Agreement, dated as of May 9, 2006, between the Company and the Owner Trustee. The Notes will be secured issued pursuant to a Master Indenture, dated as of August 1, 2000 (the “Master Indenture”), between the Issuer and Deutsche Bank Trust Company Americas, as indenture trustee (the “Indenture Trustee”), as amended by certain Amendment No. 1 to the Master Indenture, dated as of May 9, 2006, between the Owner Trustee and the Indenture Trustee, as supplemented by the AdvantaSeries Indenture Supplement with respect to the Notes dated as of November 1, 2004 and, with respect to the Notes, as further supplemented by the Class A(2006-A3) Terms Document and the Class D (2006-D2) Terms Document, each dated as of June 8, 2006 (the “Indenture Supplement” and together with the Master Indenture, the “Indenture”). The assets of the IssuerIssuer will include Receivables and payments thereon in a portfolio of MasterCard and VISA revolving business purpose credit card accounts originated by Advanta Bank Corp. The Receivables are transferred to the Issuer pursuant to a Transfer and Servicing Agreement, including dated as of August 1, 2000 (the Collateral Certificate referred to below “Transfer and Servicing Agreement”), between the Company, Advanta Bank Corp. (collectively“Advanta”), as servicer (in such capacity, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the “Bank” and the “SellerServicer”), has entered into and the Amended Issuer, as amended by Amendment No. 1 to the Transfer and Restated Servicing Agreement, dated as of May 9, 2006 among the Company, the Servicer and the Issuer. The Receivables transferred to the Issuer by the Company are acquired by the Company from Advanta, pursuant to a Receivables Purchase Agreement, dated as of July August 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 2000 (the “Receivables Purchase Agreement”) with ), between the Company under which and Advanta. Advanta granted a security interest in the Bank will sell receivables Receivables to the Indenture Trustee for the benefit of the Noteholders pursuant to a letter agreement dated as of August 1, 2000 (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “AccountsSecurity Agreement”), collections thereon between Advanta and the Indenture Trustee. Advanta has agreed to provide notices and perform on behalf of the Issuer certain related property to other administrative obligations required by the Company. The Company has conveyed Transfer and Servicing Agreement, the ReceivablesMaster Indenture and each indenture supplement for each series of notes issued by the Issuer, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to the Amended and Restated Pooling and Servicing an Administration Agreement, dated as of September 30, 1993, as amended and restated as of August 1, 2002, January 13, 2006 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 2000 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Administration Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002between Advanta, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee administrator (in such capacity, the “Master Trust TrusteeAdministrator”), and the Issuer. References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling The Transfer and Servicing Agreement, the Receivables Purchase Agreement, the Indenture, the Trust Agreement, the Security Agreement and the Transfer and Administration AgreementAgreement are referred to herein, dated as of October 9, 2002collectively, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate Transaction Documents.” This Underwriting Agreement is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,.” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling Transaction Documents. Advanta and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by hereby agree with the First Amendment thereto dated as of March 1, 2008 underwriters for the Offered Notes listed on Schedule A hereto (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to herein as the “Program Agreements.” The Company has prepared and filed with the Securities and Exchange Commission (the “CommissionUnderwriters”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus.”follows:

Introductory. Capital One Multi-asset Execution Trust, a Delaware statutory trust (the “Issuer”), and Capital One Funding, LLC, a Virginia limited liability company (the “Company”), as beneficiary (the “Beneficiary”) of the Issuer, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”). The Notes will be issued pursuant to the Indenture, dated as of October 9, 2002, as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each Document having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”), between the Issuer and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated pursuant to a Second Amended and Restated Trust Agreement, dated as of January 13, 2006 (as modified or amended from time to time, the “Trust Agreement”), between the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the “Bank” and the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to 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 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through ▇.▇. ▇▇▇▇▇▇ Securities LLC and RBC Capital Markets, LLC, as underwriters, or through certain underwriters which include ▇.▇. ▇▇▇▇▇▇ Securities LLC and RBC Capital Markets, LLC, one or more of which may, with ▇.▇. ▇▇▇▇▇▇ Securities LLC and RBC Capital Markets, LLC, act as the representatives of such underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, ; each representative thereof may be referred to herein together as a or the representatives of such Underwriters (each a “Representative”, and or if there is more than one Representative, collectively all such Representatives may be referred to herein together as the “Representatives”, which, if the context herein does require, shall include such Representatives ▇.▇. ▇▇▇▇▇▇ Securities LLC and RBC Capital Markets, LLC, in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which ▇.▇. ▇▇▇▇▇▇ Securities LLC and RBC Capital Markets, LLC are the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company Funding dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to herein as the “Program Agreements.” The Company Company, has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-189293167097, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293167097-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus.”

Introductory. Capital One Multi-asset Execution Trust, a Delaware statutory trust (the “Issuer”), and Capital One Funding, LLC, a Virginia limited liability company (the “Company”), as beneficiary (the “Beneficiary”) of the Issuer, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”). The Notes will be issued pursuant to the Indenture, dated as of October 9, 2002, as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”), between the Issuer and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated pursuant to a Second Amended and Restated Trust Agreement, dated as of January 13, 2006 (as modified or amended from time to time, the “Trust Agreement”), between the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the “Bank” and the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to 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 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Barclays Capital Inc., Credit Suisse Securities (USA) LLC, and RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to herein as the “Program Agreements.” The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus.”

Introductory. Capital One Multi-asset Execution TrustWODFI LLC, a Delaware statutory trust (the “Issuer”), and Capital One Funding, LLC, a Virginia limited liability company (the “Company”------------ "Transferor") and World Omni Financial Corp. ("World Omni"), a Florida corporation, hereby confirm their respective agreements with you and each of the other underwriters named in Schedule I hereto (the "Underwriters"), for whom you are acting as representative (the "Representative"), with respect to the sale by the Transferor to the Underwriters of $157,000,000 aggregate principal amount of Floating Rate Asset Backed Notes, Class A (the "Notes") of the World Omni Master Owner Trust (the "Issuer" or the "Trust") under the terms and conditions herein contained. The Issuer was created as a Delaware business trust under the Trust Agreement (the "Trust Agreement"), dated as of November 22, 1999, between the Transferor and Chase Manhattan Bank Delaware, a Delaware banking corporation (the predecessor-by-merger to Chase Manhattan Bank USA, National Association), as beneficiary owner trustee (in such capacity, the “Beneficiary”) of the Issuer, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”"Owner Trustee"). The Notes will be issued pursuant to the an Amended and Restated Indenture, dated as of October 9April 6, 2002, as amended and restated as of January 13, 2006, and as amended by 2000 (the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “"Indenture”"), between the Issuer and The Bank BNY Midwest Trust Company, an Illinois banking corporation (as successor-in-interest to the corporate trust administration of New York Mellon (formerly known as The Bank of New York▇▇▇▇▇▇ Trust & Savings Bank), as indenture trustee (in such capacity, the “"Indenture Trustee”"). The Issuer is operated pursuant , as supplemented by the Series 2001-1 Supplement (the "Series Supplement"), to a Second Amended and Restated Trust Agreement, be dated as of January 13, 2006 the Closing Date (as modified or amended from time to time, the “Trust Agreement”defined in Section 3 hereof), between the Company, as Beneficiary Issuer and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Indenture Trustee”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred pledged to below (collectivelythe Indenture Trustee under the Indenture. The Collateral includes, among other things, wholesale receivables generated by World Omni from time to time in certain revolving financing arrangements with automobile dealers to finance their automobile, light duty truck and other motor vehicle inventory and collections on the “Collateral”)Receivables. Capital One Bank (USA)Certain Receivables existing at the opening of business on November 22, National Association, a national banking association 1999 (the “Bank” "Initial Closing Date") have been, and specified Receivables arising thereafter have been and will continue to be, sold, assigned, transferred and conveyed by World Omni to the “Seller”), has entered into Transferor pursuant to the Amended and Restated Receivables Purchase Agreement, dated as of July 1April 6, 20072000, and as amended by the First Amendment thereto, No. 1 thereto dated as of March 1August 11, 2008 2000 (the “Receivables Purchase Agreement”"RPA") with between World Omni and the Company under which the Bank Transferor. The Transferor has sold, assigned, transferred and conveyed and will sell receivables (the “Receivables”) generated from time continue to time in certain designated consumer sell, assign, transfer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related convey such property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) Issuer pursuant to the Amended and Restated Pooling Trust Sale and Servicing Agreement, dated as of September 30April 6, 1993, as amended and restated as of August 1, 2002, January 13, 2006 and July 1, 20072000, as amended by the First Amendment thereto, No. 1 thereto dated as of March 1August 11, 2008 and as further amended by 2000 (the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling "Sale and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, ") among the Company, as Transferor (as defined in the Pooling and Servicing Agreement)World Omni, the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, Transferor and the Transfer Issuer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and Issuer has pledged such property to the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized Capitalized terms used herein that are not otherwise defined shall have the meanings assigned ascribed thereto in Appendix A to such terms in the Indenture or the Pooling Sale and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended Sale and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Servicing Agreement, the Indenture, the Collateral Certificate Series Supplement, the RPA and the Notes Administration Agreement (the "Administrative Agreement"), dated as of November 22, 1999, among the Issuer, World Omni and the Indenture Trustee, are collectively referred to herein collectively as the “Program Agreements"Basic Documents".” The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus.”

Introductory. Capital One Multi-asset Execution Trust, a Delaware statutory trust (the “Issuer”), and Capital One Funding, LLC, a Virginia limited liability company (the “Company”), as beneficiary (the “Beneficiary”) of the Issuer, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”). The Notes will be issued pursuant to the Indenture, dated as of October 9, 2002, as amended and restated as of January 13, 20062006 and March 17, 2016, and as further amended by the First Amendment thereto, dated as of March October 1, 20082022, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as so amended and supplemented and as otherwise modified or amended from time to time, the “Indenture”), between the Issuer and The Bank of New York Mellon (formerly known as The Bank of New York)Mellon, as trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated pursuant to a Second Amended and Restated Trust Agreement, dated as of January 13, 2006 (as modified or amended from time to time, the “Trust Agreement”), between the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA)One, National Association, a national banking association (the “Bank” and the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 2008, the Second Amendment thereto, dated as of March 17, 2016, and the Third Amendment thereto, dated as of October 1, 2022 (as so amended and as otherwise modified or amended from time to time, the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to 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 and 2006, July 1, 20072007 and March 17, 2016, and as amended by the First Amendment thereto, dated as of March 1January 27, 2008 and as further amended by 2017, the Second Amendment thereto, dated as of July 15October 1, 2010 2022, and the Third Amendment thereto, dated as of March 17, 2023 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended and restated as of March 17, 2016, and as further amended by the First Amendment thereto, dated as of March October 1, 20082022 (as so amended and as otherwise modified or amended from time to time, the “Series Supplement”), among the Company, as Transferor (as defined in the Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York)Mellon, as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 2008, and the Second Amendment thereto, dated as of October 1, 2022 (as so amended and as otherwise modified or amended from time to time, the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The 162107926 COMET Class A(2025-2) Underwriting Agreement Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Receivables will be subject to review, in certain circumstances, by ▇▇▇▇▇▇▇ ▇▇▇▇▇ Income Services LLC, as assets representations reviewer (the “Asset Representations Reviewer”), for compliance with certain of the representations and warranties made about the Receivables, pursuant to and in accordance with an Asset Representations Review Agreement, dated as of March 17, 2016, as amended by the First Amendment thereto, dated as of October 1, 2022 (as so amended and as otherwise modified or amended from time to time the “Asset Representations Review Agreement”), among the Bank, the Company, the Servicer, and the Asset Representations Reviewer. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, Barclays Capital Inc., BofA Securities, Inc. and Scotia Capital (USA) Inc., the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, ; this Agreement, ; the applicable Terms Agreement, ; the Pooling and Servicing Agreement, ; the Trust Agreement, ; the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto thereto, dated as of March 1, 2008 2008, and the Second Amendment thereto, dated as of October 1, 2022 (as so amended and as otherwise modified or amended from time to time, the “LLC Agreement”), ; the Transfer Agreement; the Indenture; the Asset Representations Review Agreement; the Dispute Resolution Agreement, dated as of March 17, 2016, as amended by the First Amendment thereto, dated as of October 1, 2022 (as so amended and as otherwise modified or amended from time to time, the Indenture“Dispute Resolution Agreement”), among the Bank, the Company and the Master Trust Trustee; the Collateral Certificate Certificate; and the Notes are collectively referred to herein as the “Program Agreements.” The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 162107926 COMET Class A(2025-2) Underwriting Agreement 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 SF-3 (Nos. 333-189293285591, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293285591-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at as of the time of effectivenesseffective date, including the form of prospectus and all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at as of the time of effectiveness effective date pursuant to Rule 430B 430D under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with For purposes of this Agreement, the “effective date” means the later of (a) the date and time as of which the Registration Statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission or (b) the most recent effective date as of which the Prospectus (as defined below) is deemed to be part of the Registration Statement pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) 430D under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “ProspectusAct.”

Introductory. Capital One Multi-asset Execution TrustDeutsche Floorplan Receivables, L.P., a Delaware statutory trust limited partnership ("Deutsche FRLP"), proposes to sell $____________ Floating Rate Asset Backed Certificates, Series 1996-1, Class A and $____________ Floating Rate Asset Backed Certificates, Series 1996-1, Class B (the “Issuer”"Offered Certificates") of the Deutsche Floorplan Receivables Master Trust (the "Trust"). Each Offered Certificate will represent a fractional undivided interest in the Trust. The assets of the Trust will include, among other things, a pool of receivables (collectively, the "Receivables") transferred and sold by Deutsche Financial Services Corporation, a Nevada corporation (together with its successors in interest, "DFS"), and Capital One Funding, LLCDeutsche Business Services Corporation, a Virginia limited liability company Missouri corporation (the “Company”)together with its successors in interest, as beneficiary (the “Beneficiary”"Deutsche BSC") of the Issuer, propose to sell the notes of the series, classes Deutsche FRLP pursuant to a Receivables Contribution and tranches designated in the applicable Terms Sale Agreement (as hereinafter defined) (the “Notes”). The Notes will be issued pursuant to the Indenture, dated as of October 9, 2002, as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”)"Receivables Contribution and Sale Agreement") amended and restated as of March 1, between 1994 among DFS, Deutsche BSC and Deutsche FRLP, and subsequently transferred and sold by Deutsche FRLP to the Issuer and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated Trust pursuant to a Second Amended Pooling and Restated Trust Agreement, dated as of January 13, 2006 Servicing Agreement (as modified or supplemented and amended from time to time, the “Trust Agreement”"P&S"), between the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the “Bank” and the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to the Amended and Restated Pooling and Servicing Agreement, dated as of September 30, 1993, as amended and restated as of August October 1, 20021996, January 13, 2006 and July 1, 2007among Deutsche FRLP, as amended by the First Amendment theretoSeller, DFS, as the Servicer, and Chase Manhattan Bank, as trustee (the "Trustee"). The Offered Certificates will be issued pursuant to the P&S and the Series 1996-1 Supplement to the P&S to be dated as of March October 1, 2008 1996 (the "Supplement"), among Deutsche FRLP, DFS and the Trustee. The P&S and the Supplement are collectively referred to as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to time, the “"Pooling and Servicing Agreement”". In addition, $____________ Floating Rate Asset Backed Certificates, Series 1996-1, Class C (the "Class C Certificates" and, together with the Offered Certificates, the "Certificates"), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust Trustee”). References herein will be issued pursuant to the Pooling and Servicing Agreement, unless otherwise specified, shall mean . The Receivables Contribution and Sale Agreement and the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be collectively referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms "Designated Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to herein as the “Program Agreements".” The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus.”

Introductory. Capital One Multi-asset Execution Trust, a Delaware statutory trust (the “Issuer”), and Capital One Funding, LLC, a Virginia limited liability company (the “Company”), as beneficiary (the “Beneficiary”) of the Issuer, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”). The Notes will be issued pursuant to the Indenture, dated as of October 9, 2002, as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”), between the Issuer and The National Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated pursuant to a Second Amended and Restated Trust Agreement, dated as of January 13, 2006 (as modified or amended from time to time, the “Trust Agreement”), between the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National AssociationAtlanta, a national banking association (the “"Bank” and " or the “Seller”"Transferor"), has entered into duly authorized the Amended issuance and Restated Receivables Purchase Agreementsale to Credit Suisse First Boston Corporation and Wachovia Securities, dated Inc. as representatives of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 several underwriters (the “Receivables Purchase Agreement”"Representatives") of $432,500,000 principal amount of Class A Floating Rate Asset Backed Certificates, Series 1999-2 (the "Class A Certificates") and $30,000,000 principal amount of Class B Floating Rate Asset Backed Certificates, Series 1999-2 (the "Class B Certificates" and, collectively with the Company under which Class A Certificates, the Bank will sell receivables (the “Receivables”"Certificates")) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One of Wachovia Credit Card Master Trust (the “Master "Trust”) "). The Certificates will be issued pursuant to the (a) an 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 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling and Servicing Agreement), Agreement between the Bank, as servicer (the “Transferor and as Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New YorkDelaware), as trustee Trustee, dated as of June 4, 1999 (in such capacitythe "P&S Agreement") and (b) the Series 1999-2 Supplement to the P&S Agreement, to be dated as of September 21, 1999 (the "Supplement" and, together with the P&S Agreement, the “Master Trust Trustee”). References herein to the "Pooling and Servicing Agreement"), unless otherwise specifiedbetween the Bank and the Trustee. The Transferor will enter into a Loan Agreement among the Bank, as Transferor and Servicer, the Trustee, as Trustee and as Collateral Agent, and the Agent and Collateral Investors identified therein, to be dated as of September 21, 1999 (the "Loan Agreement"). Each Certificate represents a specified percentage undivided interest in the Trust. This Underwriting Agreement shall mean hereinafter be referred to as this "Agreement." This Agreement, the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Loan Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may collectively hereinafter be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent "Basic Documents." Capitalized terms used but not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to herein as the “Program Agreements.” The Company has prepared and filed Transferor hereby agrees with the Securities and Exchange Commission several Underwriters named in Schedule A hereto (the “Commission”"Underwriters") in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus.”follows:

Introductory. Capital One Multi-asset Execution Trust, a Delaware statutory trust (the “Issuer”), and Capital One Funding, LLC, a Virginia limited liability company (the “Company”), as beneficiary (the “Beneficiary”) of the Issuer, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”). The Notes will be issued pursuant to the Indenture, dated as of October 9, 2002, as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”), between the Issuer and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated pursuant to a Second Amended and Restated Trust Agreement, dated as of January 13, 2006 (as modified or amended from time to time, the “Trust Agreement”), between the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), Retailers National AssociationBank, a national banking association ("RNB"), from time to time sells, transfers and conveys receivables (the “Bank” "Receivables") generated from time to time in a portfolio of open end bank credit card accounts and other rights to Target Capital Corporation, a Minnesota corporation ("TCC"). TCC from time to time sells, transfers and conveys the Receivables and other rights to Target Receivables Corporation, a Minnesota corporation (the "Transferor"). The Transferor from time to time transfers the Receivables to the Target Credit Card Master Trust (the "Trust"), and the “Seller”Transferor and Target Corporation, a Minnesota corporation (the "Company"), has entered into propose to cause the Trust to issue to the Transferor $____________ principal amount of ____% Class A Asset Backed Certificates, Series 2000-__ (the "Certificates"), which the Transferor proposes to sell to the Underwriters pursuant to the terms hereof, and $____________ principal amount of non-interest bearing Class B Asset Backed Certificates, Series 2000-__ (the "Class B Certificates"), which the Transferor intends to retain. The Receivables are and will be (i) conveyed to TCC by RNB pursuant to the Amended and Restated Bank Receivables Purchase Agreement, dated as of April 28, 2000 (the "Bank Receivables Purchase Agreement") between RNB and TCC, (ii) conveyed to the Transferor by TCC pursuant to the Amended and Restated Receivables Purchase Agreement, dated as of July 1April 28, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 2000 (the “"Receivables Purchase Agreement”") with between TCC and the Company under which Transferor and (iii) transferred from the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property Transferor to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to the (a) an Amended and Restated Pooling and Servicing AgreementAgreement among the Transferor, RNB, as Servicer, and Norwest Bank Minnesota, National Association, as Trustee, dated as of September 30April 28, 1993, as amended and restated as of August 1, 2002, January 13, 2006 and July 1, 2007, as amended by 2000 (the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to time, the “"Pooling and Servicing Agreement”), as supplemented by ") and (b) the Series 2002-CC 2000-__ Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, be dated as of October 9___________, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 2000 (the “Transfer Agreement”"Supplement"), among the Issuer, the Transferor, the Bank, as administrator, Servicer and the Indenture Trustee, . Each Certificate represents a specified percentage undivided interest in the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms This Underwriting Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may hereinafter be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLCthis "Agreement". This Agreement, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Bank Receivables Purchase Agreement, this Agreement, the applicable Terms Receivables Purchase Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are Supplement shall collectively referred to herein as the “Program Agreements.” The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to hereinafter be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “"Basic Prospectus”) relating to Documents". Capitalized terms used but not defined herein have the Notes meanings assigned thereto in the Pooling and Servicing Agreement and the method of distribution thereofSupplement. The Basic Prospectus Transferor and the Prospectus Supplement, together Company hereby agree with any amendment thereof or supplement thereto, is hereinafter referred to the several Underwriters named in Schedule A hereto ("Underwriters") as the “Prospectus.”follows:

Introductory. Capital One Multi-asset Execution TrustPPL Electric Utilities Corporation, a Delaware statutory trust Pennsylvania corporation (the “Issuer”), and Capital One Funding, LLC, a Virginia limited liability company (the “Company”), as beneficiary proposes to issue and sell, and the several Underwriters named in Section 3 hereof (the “BeneficiaryUnderwriters”) of the Issuer), propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (for whom you are acting as hereinafter defined) representatives (the “NotesRepresentatives”). The Notes will , propose, severally and not jointly, to purchase, upon the terms and conditions set forth herein, $375,000,000 aggregate principal amount of the Company’s Senior Secured Bonds, 7.125% Series due 2013 (the “Bonds”) to be issued pursuant to the under an Indenture, dated as of October 9August 1, 20022001, between the Company and The Bank of New York Mellon, as amended and restated as of January 13, 2006, and as amended by trustee thereunder (the First Amendment thereto, dated as of March 1, 2008“Trustee”), as supplemented by the Asset Pool SupplementSupplemental Indenture No. 8 (“Supplemental Indenture No. 8”), the Indenture Supplement and the Terms Documentto be dated as of October 1, each having the date stated in the applicable Terms Agreement 2008 (as so supplemented and as otherwise modified or amended from time to timesupplemented, the “Indenture”). The Bonds will be initially secured by mortgage bonds (“Mortgage Bonds”) to be issued by the Company in a like aggregate principal amount as the Bonds pursuant to the Company’s Mortgage and Deed of Trust, between the Issuer and The dated as of October 1, 1945, to Deutsche Bank Trust Company Americas (formerly Bankers Trust Company, successor to ▇▇▇▇▇▇ Guaranty Trust Company of New York Mellon (York, formerly known as The Bank Guaranty Trust Company of New York), as trustee thereunder (in such capacity, the “Indenture Mortgage Trustee”). The Issuer is operated pursuant to a Second Amended , as amended and Restated Trust Agreement, dated as of January 13, 2006 supplemented by seventy indentures supplemental thereto (as modified or amended from time to time, the “Trust Agreement”), between the Company, as Beneficiary Mortgage and as transferor (in such capacity, the “TransferorDeed of Trust”), and Deutsche Bank Trust Company Delaware, as to be amended and supplemented by a Delaware banking corporation, as owner trustee (the “Owner Trustee”). The Notes will Seventy-Seventh Supplemental Indenture to be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the “Bank” and the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March October 1, 2008 (the “Receivables Purchase AgreementSeventy-Seventh Supplemental Indenture ”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer such Mortgage and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Deed of Trust (the “Master Trust”) pursuant to 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 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Seventy-Seventh Supplemental Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are being hereinafter collectively referred to herein as the “Program Agreements.” Mortgage”). The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a an automatic shelf registration statement on Form S-3 (NosNo. 333-189293, ▇▇▇132574-▇▇▇▇▇▇-▇▇ and 333-189293-02)03) on Form S-3, including a form of the related preliminary prospectus or prospectus, relating to the Notes and the Collateral Certificate. The which registration statement as amended has been declared became effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to upon filing under Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b462(e) (“Rule 424(b462(e)”) of the rules and regulations of the Commission (the “Rules and Securities Act Regulations”) under the Securities Act a supplement of 1933, as amended (the “Prospectus SupplementSecurities Act”). Such registration statement covers the registration of the Bonds under the Securities Act. Promptly after the date of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) to of the prospectus Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations that has not been approved in writing by the Company and the Representatives) is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise deemed to be a part thereof or included therein by the Securities Act Regulations, is herein called the “Registration Statement.” The Registration Statement (such prospectus, at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form it appears first furnished to the Underwriters for use in connection with the offering of the Bonds, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof and any preliminary prospectuses that form a part thereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement Statement, any preliminary prospectus, the Prospectus or in any amendment or supplement to any of the form most recently revised and foregoing shall be deemed to include the copy filed with the Commission pursuant to Rule 424(bits Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is hereinafter referred incorporated by reference in or otherwise deemed by Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934 (the “Basic ProspectusExchange Act”) relating which is incorporated by reference in or otherwise deemed by Securities Act Regulations to be a part of or included in the Notes and Registration Statement, such preliminary prospectus or the method of distribution thereof. The Basic Prospectus and the Prospectus SupplementProspectus, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectuscase may be.”

Introductory. Capital One MultiAuto Receivables, LLC, a Delaware limited liability company (the “Seller” or “Depositor”), and Capital One, National Association, a national banking association (the “Bank”), confirm their agreement with ▇.▇. ▇▇▇▇▇▇ Securities LLC, BofA Securities, Inc. and Scotia Capital (USA) Inc. (the “Representatives”), as representatives of the several underwriters (the “Underwriters”) listed in Section 2 of the Terms Exhibit attached hereto as Exhibit A (the “Terms Exhibit”) as follows: Capital One Prime Auto Receivables Trust 2025-asset Execution Trust1, a Delaware statutory trust (the “Issuer”), and Capital One Funding, LLC, a Virginia limited liability company will issue the notes specified in Section 1 of the Terms Exhibit (the “Company”), as beneficiary (the “BeneficiaryIssued Notes”) of the Issuer, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”). The Notes will be issued pursuant to the Indenture, to be dated as of October 9, 2002, as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement Closing Date (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”), between the Issuer and The Bank of New York Mellon (formerly known as The Bank of New York)Wilmington Trust, National Association, as indenture trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated pursuant Seller proposes to sell to the Underwriters a Second Amended and Restated Trust Agreement, dated as portion of January 13, 2006 (as modified or amended from time to time, the “Trust Agreement”), between Issued Notes in the Company, as Beneficiary and as transferor (amounts specified in such capacity, Section 3 of the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee Terms Exhibit (the “Owner TrusteeNotes”). The Notes will be secured by certain assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Collateral Certificate referred Receivables acquired by the Issuer under the Sale Agreement, to below (collectively, be dated as of the “Collateral”). Capital One Bank (USA), National Association, a national banking association Closing Date (the “Bank” and the “SellerSale Agreement”), has entered into by and among the Amended Seller and Restated Receivables Purchase Agreementthe Issuer, dated as the Related Security relating thereto and Collections thereon after the Cut-Off Date, (ii) the Receivable Files, (iii) the rights of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (Issuer to the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated funds on deposit from time to time in certain designated consumer the Trust Accounts and small business revolving credit card any other account or accounts (other than the Certificate Distribution Account) established pursuant to the Indenture or the Servicing Agreement, to be dated as of the Closing Date (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to 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 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the Issuer, the TransferorBank, as servicer, and the Indenture Trustee, and all cash, investment property and other property from time to time credited thereto and all proceeds thereof, (iv) the rights of the Seller, as buyer, under the Purchase Agreement, to be dated as of the Closing Date (the “Purchase Agreement”), between the Bank and the Seller (including the representations and warranties of the Bank therein) and the Assignment executed by the Bank pursuant to the Purchase Agreement, (v) the rights of the Issuer under the Sale Agreement, the Assignment pursuant to the Sale Agreement and the Servicing Agreement, (vi) the rights of the Issuer under the Administration Agreement, to be dated as of the Closing Date (the “Administration Agreement”), among the Bank, as administrator, the Issuer and the Indenture Trustee, Trustee and (vii) all proceeds of the Company has caused foregoing. The Issued Notes will be collateralized by the Master Trust Estate. The Receivables and related property will be conveyed to issue the Seller by the Bank pursuant to the Purchase Agreement and will be conveyed to the Issuer a collateral certificate (by the “Collateral Certificate”)Seller pursuant to the Sale Agreement. The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests Receivables will be subject to review, in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering circumstances, by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇▇▇ Fargo Securities, ▇▇▇▇▇ Income Services LLC, the representatives of such Underwriters as assets representations reviewer (each a “Representative”, and collectively the “RepresentativesAsset Representations Reviewer”), whichfor compliance with certain of the representations and warranties made about the Receivables, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreementsand in accordance with an Asset Representations Review Agreement, among to be dated as of the Issuer, Closing Date (the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Asset Representations Review Agreement”), each among the Bank, as servicer, the Issuer, and the Asset Representations Reviewer. The terms of which incorporates by reference this Underwriting Agreement the Notes are set forth in the Registration Statement (as defined below) and the “Agreement,” which shall include the applicable Terms Agreement if the context so requiresrelated Prospectus (as defined below). To the extent not defined herein, capitalized Capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or but not defined herein or in the applicable Terms Agreement Exhibit shall relate only have the meanings given such terms in Appendix A to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the IssuerSale Agreement. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to herein as the “Program Agreements.” The Company Seller has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 SF-3 (NosNo. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02286543), including a form of prospectus, relating to the Notes and the Collateral Certificateoffering of asset-backed notes. The registration statement as amended has been was declared effective by the Commission on June 4, 2025, and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms this Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at as of the time of effectivenesseffective date, including the form of prospectus and all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at as of the time of effectiveness effective date pursuant to Rule 430B 430D under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with For purposes of this Agreement, the “effective date” means the later of (a) the date and time as of which the Registration Statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission or (b) the most recent effective date as of which the Prospectus (as defined below) is deemed to be part of the Registration Statement pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) 430D under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “ProspectusAct.”

Introductory. Capital One Multi-asset Execution TrustBanc of America Funding Corporation, a Delaware statutory trust corporation (the “Issuer”"Company"), and Capital One Funding, LLC, a Virginia limited liability company proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter") $468,730,000 aggregate Class Certificate Balance of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the “Company”)"Offered Certificates") having the Initial Class Certificate Balances set forth in Schedule I (subject to an upward or downward variance, as beneficiary (the “Beneficiary”) not to exceed 5%, of the Issuer, propose precise Initial Class Certificate Balances within such range to sell be determined by the notes of the series, classes and tranches designated Company in the applicable Terms Agreement (as hereinafter defined) (the “Notes”its sole discretion). The Notes will Offered Certificates, together with the Class CE and Class R Certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fully-amortizing and negatively-amortizing adjustable interest rate mortgage loans having original terms to maturity of approximately 360 to approximately 480 months as described in Schedule I (the "Mortgage Loans") to be issued pursuant to the Indenture, dated as of October 9, 2002, as amended and restated as of January 13, 2006, and as amended acquired by the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”), between the Issuer and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated Company pursuant to a Second Amended and Restated Trust mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), dated as of January 13March 30, 2006 (as modified or amended from time to time, the “Trust Agreement”), 2007 by and between the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”)purchaser, and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA)America, National Association, a national banking association as seller. As of the close of business on the date specified in Schedule I as the cut-off date (the “Bank” and the “Seller”"Cut-off Date"), has entered into the Amended Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat certain of the assets of the Trust Estate as multiple separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and Restated Receivables Purchase Agreementservicing agreement, dated as of July 1March 30, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 2007 (the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to 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 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”"), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling and Servicing Agreement)depositor, the Bank, as servicer (the “Servicer”), and The U.S. Bank of New York Mellon (formerly known as The Bank of New York)National Association, as trustee (in such capacity, the “Master Trust "Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”"), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo SecuritiesBank, LLCN.A., as master servicer (the representatives of such Underwriters "Master Servicer") and as securities administrator (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives"Securities Administrator"). Notes sold to the Underwriters for which the Representatives are acting as representatives shall The Offered Certificates will be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms issued in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or denominations specified in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Schedule I. The Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms this Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Mortgage Loan Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to herein as the “Program Agreements"Basic Documents.” The Company has prepared and filed with " Capitalized terms used herein that are not otherwise defined herein have the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included meanings assigned thereto in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised Pooling and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “ProspectusServicing Agreement.”

Introductory. Capital One Multi-asset Execution TrustThe person named in Schedule A hereto (the “Selling Stockholder”), proposes to sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (the “Underwriter”) an aggregate of 2,000,000 outstanding shares (“Firm Securities”) of common stock, $0.01 par value per share (“Securities”), of National CineMedia, Inc., a Delaware statutory trust corporation (the “Issuer”), and Capital One Funding, LLC, a Virginia limited liability company (the “Company”), as beneficiary and also proposes to sell to the Underwriter, at the option of the Underwriter, an aggregate of not more than 300,000 additional outstanding shares (the “BeneficiaryOptional Securities”) of the Issuer, propose to sell Company’s Securities as set forth below. The Firm Securities and the notes Optional Securities are herein collectively called the “Offered Securities.” The Firm Securities and the Optional Securities are comprised of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) Securities issuable upon redemption of a like number of outstanding common membership units (the “NotesCommon Units”). The Notes will be issued pursuant to the Indenture) of National CineMedia, dated as of October 9LLC, 2002, as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement a Delaware limited liability company (as so supplemented and as otherwise modified or amended from time to time, the “IndentureNCM LLC”), between held by the Issuer and The Bank of New York Mellon (formerly known as The Bank of New York)Selling Stockholder, as trustee (in such capacity, which Common Units the “Indenture Trustee”). The Issuer is operated pursuant Selling Stockholder intends to a Second Amended and Restated Trust Agreement, dated as of January 13, 2006 (as modified or amended from time to time, the “Trust Agreement”), between the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”)redeem, and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the “Bank” and the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with which Securities the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to 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 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust intends to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I Selling Stockholder upon such redemption, prior to the First Closing Date and the Optional Closing Date, as applicable Terms Agreement (any underwriter through which Notes as such terms are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”defined below), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, in accordance with the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Third Amended and Restated Limited Liability Company Operating Agreement of the Company dated as of July 31, 2002NCM LLC, as amended by the First Amendment thereto dated as of March 116, 2008 2009, the Second Amendment thereto dated as of August 6, 2010 and the Third Amendment thereto dated as of September 3, 2013 (the “Third Amendment” as so amended, the “NCM LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to herein as the “Program Agreements.” The Company has prepared Company’s Amended and filed with the Securities and Exchange Commission Restated Certificate of Incorporation (the “CommissionRedemption”) in accordance ). The Selling Stockholder and each of the Company and NCM LLC hereby agrees with the provisions of the Securities Act of 1933, as amended, Underwriter that any and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to references in this Agreement as the to “Registration Statement.subsidiaries” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) Company shall be deemed to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectusinclude NCM LLC.”

Introductory. Capital One Multi-asset Execution TrustSouthern Natural Gas Company, a Delaware statutory trust general partnership (the “IssuerPartnership”), and Capital One Funding, LLCSouthern Natural Issuing Corporation, a Virginia limited liability company Delaware corporation (“SNG Issuing,” and together with the Partnership, the “Issuers”), propose to issue and sell to the several initial purchasers named in Schedule A hereto (the “CompanyInitial Purchasers”) for whom RBS Securities Inc. and ▇.▇. ▇▇▇▇▇▇ Securities LLC are acting as representatives (the “Representatives”), subject to the terms and conditions stated herein, U.S. $300,000,000 aggregate principal amount of their 4.40% Notes due 2021 (the “Offered Securities”) to be issued under an indenture, dated as of June 1, 1987 (the “Base Indenture”), as beneficiary (the “Beneficiary”) of the Issuer, propose to sell the notes of the series, classes supplemented and tranches designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”). The Notes will be issued pursuant to the Indenture, dated as of October 9, 2002, as amended and restated as of January 13, 2006, and as amended by (i) the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Supplemental Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”), between the Issuer and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated pursuant to a Second Amended and Restated Trust Agreement, dated as of January 13, 2006 (as modified or amended from time to time, the “Trust Agreement”), between the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the “Bank” and the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to the Amended and Restated Pooling and Servicing Agreement, thereto dated as of September 30, 19931997 (the “First Supplemental Indenture”), as amended and restated (ii) the Second Supplemental Indenture thereto dated as of August 1, 2002, January February 13, 2006 and July 12001 (the “Second Supplemental Indenture”), 2007, as amended by (iii) the First Amendment thereto, Third Supplemental Indenture thereto dated as of March 126, 2008 and as further amended by 2007 (the Second Amendment thereto“Third Supplemental Indenture”), (iv) the Fourth Supplemental Indenture thereto dated as of July 15May 4, 2010 2007 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing AgreementFourth Supplemental Indenture”), as supplemented by (v) the Series 2002-CC Supplement (the “Series Supplement”), Fifth Supplemental Indenture thereto dated as of October 915, 20022007 (the “Fifth Supplemental Indenture”), as amended by (vi) the First Amendment thereto, Sixth Supplemental Indenture thereto dated as of March November 1, 2008, among 2007 (the Company, “Sixth Supplemental Indenture”) and (vii) the Seventh Supplemental Indenture thereto dated as Transferor of the Closing Date (as defined in the Pooling and Servicing Agreement), the Bank, as servicer herein) (the “ServicerSeventh Supplemental Indenture”) between the Issuers, Wilmington Trust Company (as successor in interest to JPMorgan Chase Bank, National Association, which was successor by merger to Manufacturers Hanover Trust Company), as indenture trustee (the “Trustee”), and The Bank of New York Mellon (formerly known as successor to The Bank of New York)York Trust Company, N.A., as trustee (in such capacity, under the “Master Trust Trustee”Base Indenture with respect to the series of securities designated 5.90% Notes due 2017 issued under the Third Supplemental Indenture). References herein to the Pooling and Servicing AgreementThe Base Indenture, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment theretothrough Seventh Supplemental Indentures, dated as of March 1, 2008 (the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to herein as the “Program AgreementsIndenture.” The Company has prepared sale of the Offered Securities to the Initial Purchasers will be made without registration of the Offered Securities under the Securities Act in reliance upon exemptions from the registration requirements of the Securities Act. The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement, dated as of the Closing Date, between the Issuers and filed the Initial Purchasers (the “Registration Rights Agreement”), pursuant to which the Issuers will agree to file an exchange offer registration statement, or, under certain circumstances, a shelf registration statement with the Securities and Exchange Commission (the “Commission”) in accordance with registering the provisions resale of the Offered Securities Act of 1933under the Securities Act. EPPP SNG GP Holdings, as amendedL.L.C., and the rules and regulations of the Commission thereunder a Delaware limited liability company (collectively, the “ActEPPP SNG”), owns an 85% general partnership interest in the Partnership, and El Paso SNG Holding Company, L.L.C., a shelf registration statement on Form S-3 Delaware limited liability company (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02“El Paso SNG”), including owns a form of prospectus, relating to 15% general partnership interest in the Notes and the Collateral CertificatePartnership. The registration statement Partnership, SNG Issuing, EPPP SNG and El Paso SNG are collectively referred to herein as amended has been declared effective by the Commission “Partnership Parties.” SNG Funding Company, L.L.C., a Delaware limited liability company (“SNG Funding”), and remains effective SNG Issuing are collectively referred to herein to as of the date hereof. If any post-effective amendment has been filed with respect thereto“Subsidiaries.” Bear Creek Storage Company, prior to the execution and delivery of the applicable Terms AgreementL.L.C., such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Acta Louisiana limited liability company, is referred to in this Agreement herein as the “Registration StatementUnconsolidated Affiliate.” The Company proposes to file with Partnership, SNG Issuing, SNG Funding and the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter Unconsolidated Affiliate are collectively referred to herein as the “Basic Prospectus”) relating to the Notes SNG Entities.” The SNG Entities, EPPP SNG and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter El Paso SNG are collectively referred to herein as the “ProspectusPartnership Entities.” The Partnership Entities, El Paso Corporation, a Delaware corporation (“El Paso”), and El Paso Pipeline Partners, L.P., a Delaware limited partnership (“EPB”), are collectively referred to herein as the “El Paso Entities.” For purposes of this Agreement:

Introductory. Capital One Multi-asset Execution Trust, a Delaware statutory trust (the “Issuer”), and Capital One Funding, LLC, a Virginia limited liability company (the “Company”), as beneficiary (the “Beneficiary”) of the Issuer, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”). The Notes will be issued pursuant to the Indenture, dated as of October 9, 2002, as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”), between the Issuer and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated pursuant to a Second Amended and Restated Trust Agreement, dated as of January 13, 2006 (as modified or amended from time to time, the “Trust Agreement”), between the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Fleet Bank (USARI), National Association, a national banking association (the “"Bank” ") proposes to cause $____________aggregate principal amount of Fleet Credit Card Master Trust II Class A [__%] [Floating Rate] Asset Backed Certificates, Series ____-_ the "Class A Certificates") and $____________ aggregate principal amount of Fleet Credit Card Master Trust II Class B [__%] [Floating Rate] Asset Backed Certificates, Series 1____-_ (the “Seller”)"Class B Certificates,"and together with the Class A Certificates, has entered into the "Certificates") to be issued under an Amended and Restated Receivables Purchase Pooling and Servicing Agreement, between Bankers Trust Company, as Trustee (the "Trustee") and the Bank (as Seller and Servicer and successor to Advanta National Bank as provided in an Assignment and Assumption Agreement dated as of February 20, 1998 (the "Assumption Agreement") among Advanta National Bank, the Bank, Fleet Credit and LLC and the Trustee), dated as of July December 1, 20071993 (as amended and restated as of May 23, and 1994, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant Number 1 to 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 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, Agreement dated as of July 151, 2010 (as so amended 1994, Amendment Number 2 to the Amended and restated and as otherwise modified or amended from time to time, the “Restated Pooling and Servicing Agreement”Agreement dated as of October 6, 1995 and Amendment Number 3 to the Pooling and Servicing Agreement dated as of February 20, 1998), as supplemented by the Series 2002____-CC __ Supplement (with respect to the “Series Supplement”)Certificates, to be dated as of October 9, 2002___________ ___ (the "Series Supplement"). The Amended and Restated Pooling and Servicing Agreement, as amended by amended, together with the First Amendment thereto, dated Assumption Agreement and the Series 2 Supplement is herein referred to as of March 1, 2008, among the Company"Pooling and Servicing Agreement" (references herein to the Pooling and Servicing Agreement may, as Transferor (as defined in the context requires, include all supplements, including the Series Supplement, to the Pooling and Servicing Agreement). The Class __ Certificates are being sold concurrently herewith pursuant to an underwriting agreement dated the date hereof (the "Class _ Underwriting Agreement"), among the Bank and the underwriter[s] named therein (the "Class _ Underwriter[s]"). In addition, the Bank, as servicer (the “Servicer”)Trustee, the CIA Lenders parties thereto, _________________ and The Bank of New York Mellon (formerly known as The Bank of New York)_______________, as trustee (in such capacityCash Collateral Depositor, the “Master Trust Trustee”). References herein to the Pooling and Servicing will enter into a Loan Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, be dated as of October 9____________ , 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 ____ (the “Transfer "Loan Agreement”"), among pursuant to which the Issuer, CIA Lenders (as such term is defined in the Transferor, Loan Agreement) will purchase the Bank, as administrator, Collateral Interest relating to the Certificates and the Indenture Trustee, Cash Collateral Depositor will make the Company has caused initial deposit into the Master Trust to issue to the Issuer a collateral certificate (the “Cash Collateral Certificate”)Account. The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated Trust will include, among other things, certain amounts due (the "Receivables") on a pool of VISA and MasterCard credit card accounts of the Bank (the "Accounts"), the benefit of funds on deposit in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed Cash Collateral Account and recoveries on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires)Defaulted Receivables. To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms AgreementThe Bank hereby agrees with _________________, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement_____________, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 ______________ (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to herein "Underwriter[s]") as the “Program Agreements.” The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus.”follows:

Introductory. Capital One Multi-asset Execution TrustEvergreen Solar, Inc., a Delaware statutory trust corporation (the “Issuer”"Company"), and Capital One Fundingproposes to sell, LLCpursuant to the terms of this Agreement, a Virginia limited liability company to the several initial purchasers named in Schedule A hereto (collectively, the "Initial Purchasers" and, each, an "Initial Purchaser"), $75,000,000 aggregate principal amount of its 4.375% Convertible Subordinated Notes due 2012 (the “Company”"Firm Notes"). In addition, as beneficiary (the “Beneficiary”) Company proposes to grant to the Initial Purchasers the option to purchase from the Company some or all of the Issuer, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement Option Notes (as defined in Section 8 hereof) pursuant to Section 8 hereof. The Firm Notes and the Option Notes are hereinafter defined) (collectively sometimes referred to as the “"Notes”). ." The Notes will have the terms and provisions that are described in the Offering Circular (as defined below) under the heading "Description of the Notes" and are to be issued pursuant to the Indenture, an Indenture dated as of October 9, 2002, as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement Closing Date (as so supplemented and as otherwise modified or amended from time defined in Section 3(a) hereof) to time, the “Indenture”), be entered into between the Issuer and The U.S. Bank of New York Mellon (formerly known as The Bank of New York)National Association, as trustee (in such capacity, the “Indenture "Trustee”). The Issuer is operated pursuant to a Second Amended and Restated Trust Agreement, dated as of January 13, 2006 (as modified or amended from time to time, the “Trust Agreement”), between the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”"), and Deutsche Bank Trust the Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”"Indenture"). The Subject to certain conditions, the Notes will be secured by certain assets convertible into shares of common stock, par value $.01 per share, of the Issuer, including Company (the Collateral Certificate referred to below (collectively, the “Collateral”"Common Stock"). Capital One Bank (USA), National Association, a national banking association (the “Bank” and the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to 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 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇ ▇▇▇▇▇ Fargo Securities& Co., LLC, LLC is acting as representative of the representatives of several Initial Purchasers and in such Underwriters (each a “capacity is hereinafter referred to as the "Representative”, ." The Notes will be offered and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which Initial Purchasers without being registered under the Representatives are acting Securities Act of 1933, as representatives shall be sold pursuant to one or more Terms Agreementsamended (the "Securities Act"), among and the Issuerrules and regulations promulgated thereunder (the "Rules and Regulations"), in reliance upon an exemption therefrom. The Company has prepared a preliminary offering circular dated June 22, 2005 (the "Preliminary Offering Circular") and will prepare a final offering circular dated the date hereof (the "Offering Circular" and, together with the Preliminary Offering Circular, the Company, "Circular") setting forth information concerning the Seller Company and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which Notes. The Circular incorporates by reference this Underwriting Agreement the Company's (i) Annual Report on Form 10-K for the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined hereinyear ended December 31, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement2004, as amended, (ii) Quarterly Report on Form 10-Q for the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling quarter ended April 2, 2005 and Servicing Agreement(iii) Current Reports on Form 8-K filed on January 14, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, 2005 (as amended by the First Amendment thereto dated as of March 1on January 21, 2008 2005) and February 7, 2005 (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively all such documents listed in clauses (i) through (iii) referred to herein as the “Program Agreements.” "Incorporated Documents"). Any reference to any amendment or supplement to the Preliminary Offering Circular or the Offering Circular shall be deemed to refer to and include any documents filed after the date of the Preliminary Offering Circular or the Offering Circular, as the case may be, under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and incorporated by reference in the Preliminary Offering Circular or the Offering Circular, as the case may be. Copies of the Preliminary Offering Circular have been, and copies of the Offering Circular will be, delivered by the Company to the Initial Purchasers pursuant to the terms of this Agreement. Any references herein to the Circular shall be deemed to include all amendments and supplements thereto and the Incorporated Documents and any amendments thereto, unless otherwise noted. The Company hereby confirms that it has prepared authorized the use of the Circular in connection with the offering and filed resale of the Notes by the Initial Purchasers in accordance with Section 3 hereof. Holders of the Notes (including the Initial Purchasers and their direct and indirect transferees) will be entitled to the benefits of a Registration Rights Agreement dated as of the First Closing Date to be entered into between the Company and the Initial Purchasers (the "Registration Rights Agreement") pursuant to which the Company will agree, among other things, to file a registration statement on the appropriate form with the Securities and Exchange Commission (the “"Commission”") in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02), including a form of prospectus, relating to registering the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by shares of Common Stock issuable upon the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission conversion thereof (the “Rules and Regulations”"Underlying Shares") under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “ProspectusSecurities Act.”

Introductory. Capital One Multi-asset Execution TrustKey Bank USA, National Association, a Delaware statutory trust national banking association ("KBUSA"), proposes to cause KeyCorp Student Loan Trust 2000-B (the “Issuer”"Trust") to issue and sell $150,000,000 principal amount of its Floating Rate Class A-1 Asset Backed Notes (the "Class A-1 Notes"), and Capital One Funding$485,000,000, LLCprincipal amount of its Floating Rate Class A-2 (the "Class A-2 Notes" and together with the Class A-1 Notes, the "Notes") to the underwriters named in Schedule I hereto (the "Underwriters"), for whom you (the "Representative") are acting as representative. The Trust was formed pursuant to the Trust Agreement, dated as of August 3, 2000, as amended and restated by the Amended and Restated Trust Agreement, dated as of September 1, 2000 (as further amended and supplemented from time to time, collectively, the "Trust Agreement") between KBUSA, as depositor and Bank One, National Association, as Eligible Lender Trustee (the "Eligible Lender Trustee"). The assets of the Trust include, among other things, a Virginia limited liability company pool of graduate and undergraduate student loans (collectively, the "Initial Financed Student Loans"), certain monies due thereunder on and after September 1, 2000, with respect to certain of the Initial Financed Student Loans, (the “Company”"Cutoff Date"), as beneficiary an interest rate swap agreement, in the form of a 1992 ISDA Master Agreement, and schedule thereto and related confirmation related thereto (the “Beneficiary”"Interest Rate Swap"), each dated as of September 15, 2000, between the Trust and KBUSA, as the swap counterparty (in such capacity, the "Swap Counterparty") and a note guaranty insurance policy issued by MBIA Insurance Corporation (the "Securities Insurer") to Bankers Trust Company, a New York banking corporation (the "Indenture Trustee") for the benefit of the Issuer, propose Noteholders (the "Securities Guaranty Insurance Policy"). Such Initial Financed Student Loans were sold to sell the notes Eligible Lender Trustee on behalf of the seriesTrust by the Seller pursuant to the Sale and Servicing Agreement, classes and tranches designated in the applicable Terms Agreement dated as of September 1, 2000 (as hereinafter definedamended and supplemented from time to time, the "Sale and Servicing Agreement"), among, the Trust, the Eligible Lender Trustee, KBUSA, as master servicer (in such capacity, the "Master Servicer"), KBUSA, as seller (in such capacity, the "Seller"), and KBUSA, as administrator (in such capacity, the "Administrator"). The Master Servicer has also entered into two certain sub-servicing agreements to have the Financed Student Loans sub-serviced with each of Pennsylvania Higher Education Assistance Agency, an agency of the Commonwealth of Pennsylvania ("PHEAA" and, in its capacity as a sub-servicer, a "Sub-Servicer") and Great Lakes Educational Loan Services, Inc., a Wisconsin corporation (the “Notes”"Great Lakes" or a "Sub-Servicer"). The Notes will be issued pursuant to the Indenture, Indenture to be dated as of October 9September 1, 2002, 2000 (as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “"Indenture”"), between the Issuer Indenture Trustee and the Trust. The Bank Securities Guaranty Insurance Policy will be issued pursuant to an Insurance Agreement (the "Insurance Agreement") dated as of New York Mellon September 15, 2000 by and among the Securities Insurer, KBUSA, (formerly known in its capacities as The Bank of New Yorkthe Seller, the Master Servicer, the Administrator, and the Depositor), the Trust, the Indenture Trustee and the Eligible Lender Trustee. After the Closing Date (as trustee defined below), the Eligible Lender Trustee, acting on behalf of the Trust, will acquire certain additional student loans, identified in the Sale and Servicing Agreement on or prior to December 31, 2000 (the "Subsequent Pool Student Loans") and on or prior to the end of the Funding Period (the "Other Subsequent Student Loans"; and together with the Subsequent Pool Student Loans and Initial Financed Student Loans, the "Financed Student Loans") using amounts in certain accounts owned by the Trust which have been set aside for such purpose. In addition, the Administrator will perform certain administrative duties on behalf of the Trust pursuant to the Administration Agreement, dated as of September 1, 2000 (as amended and supplemented from time to time, the "Administration Agreement"), among the Indenture Trustee, the Trust and the Administrator. The Trust will also be a party to that certain cap agreement (the "Cap Agreement") between the Trust and KBUSA, as cap provider (in such capacity, the “Indenture Trustee”"Cap Provider"). The Issuer is operated pursuant , whereunder the Noteholders will be entitled, subject to a Second Amended and Restated Trust the limitations of the Cap Agreement, dated as to receive payments from the Cap Provider in the amount of January 13, 2006 (as modified or amended from time to time, the “Trust Agreement”), between the Company, as Beneficiary and as transferor (in any of any Noteholders' Interest Index Carryover for such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”). The Class of Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the “Bank” and the “Seller”)Cap Provider will receive reimbursement for such payments on subsequent Distribution Dates, has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property but only to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to 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 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplementextent funds are available therefor on a subordinated basis. Pursuant to the Pooling Interest Rate Swap, on each Distribution Date the Trust will be entitled to receive certain payments from the Swap Counterparty, and/or the Trust will be required to make certain payments to the Swap Counterparty, in each case on a net basis. The Sale and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing AgreementIndenture, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Insurance Agreement, the IndentureAdministration Agreement, the Collateral Certificate Interest Rate Swap and the Notes Cap Agreement are collectively referred to herein as the “Program Agreements"Basic Documents.” The Company has prepared and filed " Simultaneously with the Securities issuance and Exchange Commission sale of the Notes as contemplated herein, and pursuant to the Trust Agreement, the Trust will issue its Trust Certificate (the “Commission”"Certificate") representing a fractional undivided residual ownership interest in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02), including a form of prospectus, relating Trust to the Notes Seller. Capitalized terms used and not otherwise defined herein shall have the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to meanings given them in this Agreement as the “Registration StatementAppendix A attached hereto.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus.”

Introductory. Capital One Multi-asset Execution TrustProLogis, a Delaware statutory Maryland real estate investment trust (the “Issuer”), and Capital One Funding, LLC, a Virginia limited liability company (the “Company”), as beneficiary proposes to issue and sell to the several underwriters named in Schedule A (the “BeneficiaryUnderwriters”) ), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $550,000,000 aggregate principal amount of the Issuer, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) Company’s 5.625% Notes due 2016 (the “Notes”). Banc of America Securities LLC (“BAS”), Citigroup Global Markets Inc. and Greenwich Capital Markets, Inc. have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes. The Notes will be issued pursuant to the Indenture, dated as of October 9, 2002, as amended and restated as of January 13, 2006, and as amended by the First Amendment theretoan indenture, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement 1995 (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”), between the Issuer Company and The U.S. Bank of New York Mellon National Association (formerly known as The State Street Bank of New Yorkand Trust Company), as trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated pursuant to a Second Amended and Restated Trust Agreement, dated as of January 13, 2006 (as modified or amended from time to time, the “Trust Agreement”), between the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the “Bank” and the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to 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 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”)first supplemental indenture, dated as of October February 9, 20022005 (the “First Supplemental Indenture”), as amended by the First Amendment theretosecond supplemental indenture, dated as of March 1November 2, 20082005 (the “Second Supplemental Indenture”) and the third supplemental indenture, among dated as of November 2, 2005 (the Company“Third Supplemental Indenture” and together with the Base Indenture, as Transferor the First Supplemental Indenture and the Second Supplemental Indenture, the “Indenture”). Certain terms of each series of Notes will be established pursuant to Board Resolutions (as defined in the Pooling and Servicing Agreement), Indenture) adopted by the BankCompany pursuant to Section 301 of the Indenture. The Notes will be issued in book-entry form in the name of Cede & Co., as servicer nominee of The Depository Trust Company (the “ServicerDepositary”), and The Bank pursuant to a Letter of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration AgreementRepresentations, dated December 29, 2003 (as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 defined in Section 2 below) (the “Transfer DTC Agreement”), among between the Issuer, the Transferor, the Bank, as administrator, Company and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”)Depositary. The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to herein as the “Program Agreements.” The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-132616), which contains a base prospectus dated August 21, 2006 (the “Base Prospectus”), to be used in accordance connection with the provisions public offering and sale of debt securities, including the Notes, and other securities of the Company under the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Securities Act”), a shelf registration statement on Form S-3 (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the offering thereof from time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus.”to

Introductory. Capital One Multi-asset Execution TrustProLogis, a Delaware statutory Maryland real estate investment trust (the “Issuer”), and Capital One Funding, LLC, a Virginia limited liability company (the “Company”), as beneficiary proposes to issue and sell to the several underwriters named in Schedule A (the “BeneficiaryUnderwriters”) ), acting severally and not jointly, the respective amounts set forth in Schedule A hereto of $600,000,000 aggregate principal amount of the Issuer, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) Company’s 6.625% Notes due 2018 (the “Notes”). Citigroup Global Markets Inc., G▇▇▇▇▇▇, S▇▇▇▇ & Co. and Greenwich Capital Markets, Inc. have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes. The Notes will be issued pursuant to an indenture, dated as of March 1, 1995 (the “Base Indenture”), between the Company (formerly Security Capital Industrial Trust) and U.S. Bank National Association (as successor in interest to State Street Bank and Trust Company), as trustee (the “Trustee”), as supplemented by the first supplemental indenture, dated as of February 9, 2005 (the “First Supplemental Indenture”), the second supplemental indenture, dated as of November 2, 2005 (the “Second Supplemental Indenture”), the third supplemental indenture, dated as of November 2, 2005 (the “Third Supplemental Indenture”) and the fourth supplemental indenture, dated as of March 26, 2007 (the “Fourth Supplemental Indenture”), the fifth supplemental indenture, dated as of November 8, 2007 (the “Fifth Supplemental Indenture”), and the sixth supplemental indenture to be entered into on or about May 7, 2008 (the “Sixth Supplemental Indenture”). Certain terms of the Notes will be established pursuant to a seventh supplemental indenture, adopted by the Company pursuant to Section 301 of the Base Indenture (the “Seventh Supplemental Indenture” and together with the Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture and the Sixth Supplemental Indenture, the “Indenture”). The Notes will be issued pursuant to in book-entry form in the Indenture, dated as name of October 9, 2002Cede & Co., as amended and restated as nominee of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement The Depository Trust Company (as so supplemented and as otherwise modified or amended from time to time, the “IndentureDepositary”), between the Issuer and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated pursuant to a Second Amended and Restated Trust AgreementLetter of Representations, dated as of January 13December 29, 2006 2003 (as modified or amended from time to time, the “Trust DTC Agreement”), between the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the “Bank” and the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the CompanyDepositary. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to 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 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to herein as the “Program Agreements.” The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (NosFile No. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02132616), including which contains a form of prospectusbase prospectus dated August 21, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission 2006 (the “Rules and RegulationsBase Prospectus”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus.”be used in connection with

Introductory. Capital One Multi-asset Execution TrustMetris Receivables, Inc. (the "Transferor"), a Delaware statutory trust corporation, and a wholly owned subsidiary of Metris Companies Inc. ("Metris"), proposes to sell $__________ Floating Rate Asset Backed Securities, Series 1998-3, Class A (the “Issuer”), and Capital One Funding, LLC, a Virginia limited liability company ("Class A Securities" or the “Company”), as beneficiary (the “Beneficiary”"Offered Securities") of the Issuer, propose to sell Metris Master Trust (the notes "Trust"). Each Offered Security will represent a fractional undivided interest in the Trust. The assets of the seriesTrust will include, classes among other things, a pool of receivables (the "Receivables") arising under certain MasterCard, VISA or other revolving consumer credit accounts (the "Accounts") transferred and tranches designated sold by Direct Merchants Credit Card Bank, National Association ("Direct Merchants Bank" or, in its capacity as servicer under the applicable Terms Agreement P&S (as hereinafter defined), the "Servicer") (the “Notes”). The Notes will be issued to Metris pursuant to the Indenture, an Amended and Restated Bank Receivables Purchase Agreement dated as of October 9July 30, 2002, as amended 1998 between Metris and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2008, Direct Merchants Bank (as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”"Bank Purchase Agreement"), between then subsequently sold by Metris to the Issuer and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated Transferor pursuant to a Second an Amended and Restated Trust Agreement, Purchase Agreement dated as of January 13July 30, 2006 1998 between Metris and the Transferor (as modified or supplemented and amended from time to time, the “Trust Agreement”), between the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the “Bank” and the “Seller”), has entered into the Amended and Restated Receivables "Purchase Agreement, dated as of July 1, 2007, ") and as amended then transferred by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property Transferor to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to the an Amended and Restated Pooling and Servicing Agreement, Agreement dated as of September July 30, 1993, as amended and restated as of August 1, 2002, January 13, 2006 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 1998 (as so amended supplemented and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, "P&S") among the Company, as Transferor (as defined in the Pooling and Servicing Agreement)Transferor, the Bank, as servicer (the “Servicer”), Servicer and The Bank of New York Mellon (formerly known as The Bank of New YorkDelaware), as trustee trustee, (in such capacitythe "Trustee"). The Offered Securities will be issued pursuant to the P&S and the Series 1998-3 Supplement to the P&S (the "Supplement") to be dated the Closing Date (as defined herein), among the Transferor, the “Master Trust Servicer and the Trustee”). References herein The P&S and the Supplement are collectively referred to as the "Pooling and Servicing Agreement". The $_______ Asset-Backed Securities, Series 1998-3, Class B (the "Class B Securities") will also be issued pursuant to the Pooling and Servicing Agreement and, together with the Offered Securities, are referred to herein as the "Investor Securities." Certain distributions with respect to the Class A Securities will be insured by MBIA Insurance Corporation (the "Securities Insurer") pursuant to a financial guarantee insurance policy (the "Policy") and an insurance and reimbursement agreement to be dated as of the Closing Date (the "Insurance and Reimbursement Agreement") among the Transferor, Direct Merchants Bank, the Trustee and the Securities Insurer. The Bank Purchase Agreement, unless otherwise specifiedthe Purchase Agreement, shall mean the Insurance and Reimbursement Agreement and the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be collectively referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms "Designated Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to herein as the “Program Agreements".” The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus.”

Introductory. Capital One Multi-asset Execution TrustPrologis, L.P., a Delaware statutory trust limited partnership (the “Issuer”), proposes to issue and Capital One Funding, LLC, a Virginia limited liability company sell to the several underwriters named in Schedule A hereto (the “Company”Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), as beneficiary acting severally and not jointly, the respective amounts set forth in Schedule A hereto of $400,000,000 aggregate principal amount of the Issuer’s 1.625% Notes due 2031 (the “Beneficiary”) of the Issuer, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) (the “NotesSecurities”). BofA Securities, Inc., M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC, U.S. Bancorp Investments, Inc. and W▇▇▇▇ Fargo Securities, LLC have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Securities. The Notes Securities will be issued pursuant to the Indenturean indenture, dated as of October 9June 8, 20022011 (the “Base Indenture”), among the Issuer, Prologis, Inc., a Maryland corporation and the parent company of the Issuer (“Prologis”), and U.S. Bank National Association, as amended and restated as of January 13, 2006, and as amended by trustee (the First Amendment thereto, dated as of March 1, 2008“Trustee”), as supplemented by the Asset Pool Supplementfirst supplemental indenture, dated as of June 8, 2011 (the “First Supplemental Indenture”), the Indenture Supplement second supplemental indenture, dated as of June 8, 2011 (the “Second Supplemental Indenture”), the third supplemental indenture, dated as of June 8, 2011 (the “Third Supplemental Indenture”), the fourth supplemental indenture, dated as of June 8, 2011 (the “Fourth Supplemental Indenture”), the fifth supplemental indenture, dated as of August 15, 2013 (the “Fifth Supplemental Indenture”), the sixth supplemental indenture, dated as of December 3, 2013 (the “Sixth Supplemental Indenture”), the seventh supplemental indenture, dated as of February 20, 2014 (the “Seventh Supplemental Indenture”), and the Terms Documenteighth supplemental indenture, each having dated as of June 7, 2017 (the date stated in “Eighth Supplemental Indenture” and together with the applicable Terms Agreement (as so supplemented Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture, the Sixth Supplemental Indenture, the Seventh Supplemental Indenture and as otherwise modified or amended from time to timethe Eighth Supplemental Indenture, the “Indenture”), providing for the issuance of debt securities in one or more series. The Securities will be issued in book-entry form and registered in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to a Letter of Representations, dated as of June 3, 2011, between the Issuer and The Bank of New York Mellon the Depositary (formerly known as The Bank of New York), as trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated pursuant to a Second Amended and Restated Trust Agreement, dated as of January 13, 2006 (as modified or amended from time to time, the “Trust DTC Agreement”), between the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the “Bank” and the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to 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 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to herein as the “Program Agreements.” The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus.”

Introductory. Capital One Multi-asset Execution Trust, a Delaware statutory trust (the “Issuer”), and Capital One Funding, LLC, a Virginia limited liability company (the “Company”), as beneficiary (the “Beneficiary”) of the Issuer, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”). The Notes will be issued pursuant to the Indenture, dated as of October 9, 2002, as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”), between the Issuer and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated pursuant to a Second Amended and Restated Trust Agreement, dated as of January 13, 2006 (as modified or amended from time to time, the “Trust Agreement”), between the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the “Bank” and the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to 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 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, ▇.▇. ▇▇▇▇▇▇ Securities (USA) LLC, RBC Capital Markets, LLC LLC, and ▇▇▇▇▇ Fargo Securities, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to herein as the “Program Agreements.” The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus.”

Introductory. Capital One Multi-asset Execution Trust, a Delaware statutory trust (the “Issuer”), and Capital One Funding, LLC, a Virginia limited liability company (the “Company”), as beneficiary (the “Beneficiary”) of the Issuer, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”). The Notes will be issued pursuant to the Indenture, dated as of October 9, 2002, as amended and restated as of January 13, 20062006 and March 17, 2016, and as further amended by the First Amendment thereto, dated as of March October 1, 20082022, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as so amended and supplemented and as otherwise modified or amended from time to time, the “Indenture”), between the Issuer and The Bank of New York Mellon (formerly known as The Bank of New York)Mellon, as trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated pursuant to a Second Amended and Restated Trust Agreement, dated as of January 13, 2006 (as modified or amended from time to time, the “Trust Agreement”), between the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA)One, National Association, a national banking association (the “Bank” and the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 2008, the Second Amendment thereto, dated as of March 17, 2016, and the Third Amendment thereto, dated as of October 1, 2022 (as so amended and as otherwise modified or amended from time to time, the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to 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 and 2006, July 1, 20072007 and March 17, 2016, and as amended by the First Amendment thereto, dated as of March 1January 27, 2008 and as further amended by 2017, the Second Amendment thereto, dated as of July 15October 1, 2010 2022, and the Third Amendment thereto, dated as of March 17, 2023 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended and restated as of March 17, 2016, and as further amended by the First Amendment thereto, dated as of March October 1, 20082022 (as so amended and as otherwise modified or amended from time to time, the “Series Supplement”), among the Company, as Transferor (as defined in the Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York)Mellon, as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 2008, and the Second Amendment thereto, dated as of October 1, 2022 (as so amended and as otherwise modified or amended from time to time, the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Receivables will be subject to review, in certain circumstances, by ▇▇▇▇▇▇▇ ▇▇▇▇▇ Income Services LLC, as assets representations reviewer (the “Asset Representations Reviewer”), for compliance with certain of the representations and warranties made about the Receivables, pursuant to and in accordance with an Asset Representations Review Agreement, dated as of March 17, 2016, as amended by the First Amendment thereto, dated as of October 1, 2022 (as so amended and as otherwise modified or amended from time to time, the “Asset Representations Review Agreement”), among the Bank, the Company, the Servicer, and the Asset Representations Reviewer. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC [ ] and ▇▇▇▇▇ Fargo Securities, LLC[ ], the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, ; this Agreement, ; the applicable Terms Agreement, ; the Pooling and Servicing Agreement, ; the Trust Agreement, ; the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto thereto, dated as of March 1, 2008 2008, and the Second Amendment thereto, dated as of October 1, 2022 (as so amended and as otherwise modified or amended from time to time, the “LLC Agreement”), ; the Transfer Agreement; the Indenture; the Asset Representations Review Agreement; the Dispute Resolution Agreement, dated as of March 17, 2016, as amended by the First Amendment thereto, dated as of October 1, 2022 (as so amended and as otherwise modified or amended from time to time, the Indenture“Dispute Resolution Agreement”), among the Bank, the Company and the Master Trust Trustee; the Collateral Certificate Certificate; and the Notes are collectively referred to herein as the “Program Agreements.” The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 SF-3 (Nos. [333-189293262382], [▇▇▇-▇▇▇▇▇▇-▇▇ ▇] and 333[▇▇▇-189293▇▇▇▇▇▇-02▇▇]), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at as of the time of effectivenesseffective date, including the form of prospectus and all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at as of the time of effectiveness effective date pursuant to Rule 430B 430D under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with For purposes of this Agreement, the “effective date” means the later of (a) the date and time as of which the Registration Statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission or (b) the most recent effective date as of which the Prospectus (as defined below) is deemed to be part of the Registration Statement pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) 430D under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “ProspectusAct.”

Introductory. Capital One Multi-asset Execution Advanta Business Receivables Corp., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to cause Advanta Business Card Master Trust, a Delaware statutory common law trust (the “Issuer”), and Capital One Funding, LLC, a Virginia limited liability company to issue $225,000,000 aggregate principal amount of Advanta Business Card Master Trust AdvantaSeries Class A(2007-A2) Asset Backed Notes (the “CompanyClass A(2007-A2) Notes”), as beneficiary (the “Beneficiary”) of the Issuer, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) (Offered Notes” or the “Notes”). The Notes will be issued pursuant to the Indenture, dated as of October 9, 2002, as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”), between the Issuer and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated a common law trust formed pursuant to a Second Amended and Restated Trust Agreement, dated as of January 13August 1, 2006 2000 (as modified or amended from time to time, the “Trust Agreement”), ) between the Company and Wilmington Trust Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”), as amended by Amendment No. 1 to the Trust Agreement, dated as of May 9, 2006, between the Company and the Owner Trustee. The Notes will be secured issued pursuant to a Master Indenture, dated as of August 1, 2000 (the “Master Indenture”), between the Issuer and Deutsche Bank Trust Company Americas, as indenture trustee (the “Indenture Trustee”), as amended by certain Amendment No. 1 to the Master Indenture, dated as of May 9, 2006, between the Owner Trustee and the Indenture Trustee, as supplemented by the AdvantaSeries Indenture Supplement with respect to the Notes dated as of November 1, 2004 and, with respect to the Notes, as further supplemented by the Class A(2007-A2) Terms Document, dated as of April 20, 2007 (the AdvantaSeries Indenture Supplement, together with such terms documents, the “Indenture Supplement” and together with the Master Indenture, the “Indenture”). The assets of the IssuerIssuer will include Receivables and payments thereon in a portfolio of MasterCard and VISA revolving business purpose credit card accounts originated by Advanta Bank Corp. The Receivables are transferred to the Issuer pursuant to a Transfer and Servicing Agreement, including dated as of August 1, 2000 (the Collateral Certificate referred to below “Transfer and Servicing Agreement"), among the Company, Advanta Bank Corp. (collectively“Advanta"), as servicer (in such capacity, the “Collateral”). Capital One Bank (USAServicer"), National Association, a national banking association (the “Bank” and the “Seller”)Issuer, has entered into as amended by Amendment No. 1 to the Amended Transfer and Restated Servicing Agreement, dated as of May 9, 2006, among the Company, the Servicer and the Issuer. The Receivables transferred to the Issuer by the Company are acquired by the Company from Advanta, pursuant to a Receivables Purchase Agreement, dated as of July August 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 2000 (the “Receivables Purchase Agreement”) with ), between the Company under which and Advanta. Advanta granted a security interest in the Bank will sell receivables Receivables to the Indenture Trustee for the benefit of the Noteholders pursuant to a letter agreement dated as of August 1, 2000 (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “AccountsSecurity Agreement”), collections thereon between Advanta and the Indenture Trustee. Advanta has agreed to provide notices and perform on behalf of the Issuer certain related property to other administrative obligations required by the Company. The Company has conveyed Transfer and Servicing Agreement, the ReceivablesMaster Indenture and each indenture supplement for each series of notes issued by the Issuer, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to the Amended and Restated Pooling and Servicing an Administration Agreement, dated as of September 30, 1993, as amended and restated as of August 1, 2002, January 13, 2006 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 2000 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Administration Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002between Advanta, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee administrator (in such capacity, the “Master Trust TrusteeAdministrator”), and the Issuer. References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling The Transfer and Servicing Agreement, the Receivables Purchase Agreement, the Indenture, the Trust Agreement, the Security Agreement and the Transfer and Administration AgreementAgreement are referred to herein, dated as of October 9, 2002collectively, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate Transaction Documents.” This Underwriting Agreement is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,.” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling Transaction Documents. Advanta and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by hereby agree with the First Amendment thereto dated as of March 1, 2008 underwriters for the Offered Notes listed on Schedule A hereto (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to herein as the “Program Agreements.” The Company has prepared and filed with the Securities and Exchange Commission (the “CommissionUnderwriters”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus.”follows:

Introductory. Capital One Multi-asset Execution Advanta Business Receivables Corp., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to cause Advanta Business Card Master Trust, a Delaware statutory common law trust (the “Issuer”), and Capital One Funding, LLC, a Virginia limited liability company to issue $150,000,000 aggregate principal amount of Advanta Business Card Master Trust AdvantaSeries Class A(2008-A3) Asset Backed Notes (the “Company”), as beneficiary (Class A(2008-A3) Notes,” the “Beneficiary”) of the Issuer, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) (Offered Notes” or the “Notes”). The Notes will be issued pursuant to the Indenture, dated as of October 9, 2002, as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”), between the Issuer and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated a common law trust formed pursuant to a Second Amended and Restated Trust Agreement, dated as of January 13August 1, 2006 2000 (as modified or amended from time to time, the “Trust Agreement”), ) between the Company and Wilmington Trust Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”), as amended by Amendment No. 1 to the Trust Agreement, dated as of May 9, 2006, between the Company and the Owner Trustee. The Notes will be secured issued pursuant to a Master Indenture, dated as of August 1, 2000 (the “Master Indenture”), between the Issuer and Deutsche Bank Trust Company Americas, as indenture trustee (the “Indenture Trustee”), as amended by certain Amendment No. 1 to the Master Indenture, dated as of May 9, 2006, between the Owner Trustee and the Indenture Trustee, as supplemented by the AdvantaSeries Indenture Supplement with respect to the Notes dated as of November 1, 2004 and, with respect to the Notes, as further supplemented by the Class A(2008-A3) Terms Document, dated as of June 27, 2008 (the AdvantaSeries Indenture Supplement, together with such terms document, the “Indenture Supplement” and together with the Master Indenture, the “Indenture”). The assets of the IssuerIssuer will include Receivables and payments thereon in a portfolio of MasterCard and VISA revolving business purpose credit card accounts originated by Advanta Bank Corp. The Receivables are transferred to the Issuer pursuant to a Transfer and Servicing Agreement, including dated as of August 1, 2000 (the Collateral Certificate referred to below “Transfer and Servicing Agreement”), among the Company, Advanta Bank Corp. (collectively“Advanta”), as servicer (in such capacity, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the “Bank” and the “SellerServicer”), has entered into and the Amended Issuer, as amended by Amendment No. 1 to the Transfer and Restated Servicing Agreement, dated as of May 9, 2006, among the Company, the Servicer and the Issuer. The Receivables transferred to the Issuer by the Company are acquired by the Company from Advanta, pursuant to a Receivables Purchase Agreement, dated as of July August 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 2000 (the “Receivables Purchase Agreement”) with ), between the Company under which and Advanta. Advanta granted a security interest in the Bank will sell receivables Receivables to the Indenture Trustee for the benefit of the Noteholders pursuant to a letter agreement dated as of August 1, 2000 (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “AccountsSecurity Agreement”), collections thereon between Advanta and the Indenture Trustee. Advanta has agreed to provide notices and perform on behalf of the Issuer certain related property to other administrative obligations required by the Company. The Company has conveyed Transfer and Servicing Agreement, the ReceivablesMaster Indenture and each indenture supplement for each series of notes issued by the Issuer, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to the Amended and Restated Pooling and Servicing an Administration Agreement, dated as of September 30, 1993, as amended and restated as of August 1, 2002, January 13, 2006 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 2000 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Administration Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002between Advanta, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee administrator (in such capacity, the “Master Trust TrusteeAdministrator”), and the Issuer. References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling The Transfer and Servicing Agreement, the Receivables Purchase Agreement, the Indenture, the Trust Agreement, the Security Agreement and the Transfer and Administration AgreementAgreement are referred to herein, dated as of October 9, 2002collectively, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate Transaction Documents.” This Underwriting Agreement is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,.” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling Transaction Documents. Advanta and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by hereby agree with the First Amendment thereto dated as of March 1, 2008 underwriters for the Class A(2008-A3) Notes listed on Schedule A hereto (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to herein as the “Program Agreements.” The Company has prepared and filed with the Securities and Exchange Commission (the “CommissionUnderwriters”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus.”follows:

Introductory. Capital One Multi-asset Execution TrustPPL Electric Utilities Corporation, a Delaware statutory trust Pennsylvania corporation (the “Issuer”), and Capital One Funding, LLC, a Virginia limited liability company (the “Company”), as beneficiary proposes to issue and sell, and the several Underwriters named in Section 3 hereof (the “BeneficiaryUnderwriters”) of the Issuer), propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (for whom you are acting as hereinafter defined) representatives (the “NotesRepresentatives”). The Notes will , propose, severally and not jointly, to purchase, upon the terms and conditions set forth herein, $250,000,000 aggregate principal amount of the Company’s Senior Secured Bonds, 6.45% Series due 2037 (the “Bonds”) to be issued pursuant to the under an Indenture, dated as of October 9August 1, 20022001, between the Company and The Bank of New York, as amended and restated as of January 13, 2006, and as amended by trustee thereunder (the First Amendment thereto, dated as of March 1, 2008“Trustee”), as supplemented by the Asset Pool SupplementSupplemental Indenture No. 7 (“Supplemental Indenture No. 7”), the Indenture Supplement and the Terms Documentto be dated as of August 1, each having the date stated in the applicable Terms Agreement 2007 (as so supplemented and as otherwise modified or amended from time to timesupplemented, the “Indenture”). The Bonds will be initially secured by mortgage bonds (“Mortgage Bonds”) to be issued by the Company in a like aggregate principal amount as the Bonds pursuant to the Company’s Mortgage and Deed of Trust, between the Issuer and The dated as of October 1, 1945, to Deutsche Bank Trust Company Americas (formerly Bankers Trust Company, successor to M▇▇▇▇▇ Guaranty Trust Company of New York Mellon (York, formerly known as The Bank Guaranty Trust Company of New York), as trustee thereunder (in such capacity, the “Indenture Mortgage Trustee”). The Issuer is operated pursuant to a Second Amended , as amended and Restated Trust Agreement, dated as of January 13, 2006 supplemented by seventy indentures supplemental thereto (as modified or amended from time to time, the “Trust Agreement”), between the Company, as Beneficiary Mortgage and as transferor (in such capacity, the “TransferorDeed of Trust”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”). The Notes will to be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the “Bank” and the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to the Amended and Restated Pooling and Servicing Agreement, dated as of September 30, 1993, as amended and restated supplemented by a Seventy-Sixth Supplemental Indenture to be dated as of August 1, 2002, January 13, 2006 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement 2007 (the “Series SupplementSeventy-Sixth Supplemental Indenture ”), dated as ) (such Mortgage and Deed of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Seventy-Sixth Supplemental Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are being hereinafter collectively referred to herein as the “Program Agreements.” Mortgage”). The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a an automatic shelf registration statement on Form S-3 (NosNo. 333-189293, ▇▇▇132574-▇▇▇▇▇▇-▇▇ and 333-189293-02)03) on Form S-3, including a form of the related preliminary prospectus or prospectus, relating to the Notes and the Collateral Certificate. The which registration statement as amended has been declared became effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to upon filing under Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b462(e) (“Rule 424(b462(e)”) of the rules and regulations of the Commission (the “Rules and Securities Act Regulations”) under the Securities Act a supplement of 1933, as amended (the “Prospectus SupplementSecurities Act”). Such registration statement covers the registration of the Bonds under the Securities Act. Promptly after the date of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) to of the prospectus Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations that has not been approved in writing by the Company and the Representatives) is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise deemed to be a part thereof or included therein by the Securities Act Regulations, is herein called the “Registration Statement.” The Registration Statement (such prospectus, at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form it appears first furnished to the Underwriters for use in connection with the offering of the Bonds, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof and any preliminary prospectuses that form a part thereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement Statement, any preliminary prospectus, the Prospectus or in any amendment or supplement to any of the form most recently revised and foregoing shall be deemed to include the copy filed with the Commission pursuant to Rule 424(bits Electronic Data Gathering, Analysis and Retrieval system (“E▇▇▇▇”). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is hereinafter referred incorporated by reference in or otherwise deemed by Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934 (the “Basic ProspectusExchange Act”) relating which is incorporated by reference in or otherwise deemed by Securities Act Regulations to be a part of or included in the Notes and Registration Statement, such preliminary prospectus or the method of distribution thereof. The Basic Prospectus and the Prospectus SupplementProspectus, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectuscase may be.”

Introductory. Capital One Multi-asset Execution TrustFirst National Funding LLC (“FNF LLC” or the “Transferor”), a Delaware statutory trust limited liability company formed under the laws of the State of Nebraska, proposes to cause First National Master Note Trust (the “Issuer”), ) to issue and Capital One Funding, LLC, a Virginia limited liability company (the “Company”), as beneficiary (the “Beneficiary”) sell $350,000,000 principal amount of the Issuer, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) Class A Series 2023-1 Asset Backed Notes (the “Notes”)) to the Underwriters (as defined hereinafter) for whom you are acting as Representatives. The Notes will be issued Issuer is a Delaware statutory trust formed pursuant to the Indenture(a) a Trust Agreement, dated as of October 916, 2002, as amended and restated as of January 13, 2006, and as amended in its entirety by the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”), between the Issuer and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated pursuant to a Second Amended and Restated Trust Agreement, Agreement dated as of January 13September 23, 2006 2016 (as modified or amended from time to timecollectively, the “Trust Agreement”), between the Company, as Beneficiary Transferor and as transferor Wilmington Trust Company (in such capacity, the “TransferorWTC”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”)) and (b) the filing of a certificate of trust with the Secretary of State of Delaware on October 16, 2002. The Notes will be secured issued pursuant to a Second Amended and Restated Master Indenture, dated as of September 23, 2016 (as amended, the “Master Indenture”), between the Issuer and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as successor indenture trustee to The Bank of New York Mellon Trust Company, N.A. (“U.S. Bank”), as indenture trustee (the “Indenture Trustee”), as supplemented by certain the Series 2023-1 Indenture Supplement with respect to the Notes to be dated as of the Closing Date (as defined below) (the “Indenture Supplement,” and together with the Master Indenture, the “Indenture”). The assets of the IssuerIssuer include, including among other things, certain amounts due (the Collateral Certificate referred “Receivables”) on a portfolio of Visa® and MasterCard® revolving credit card accounts owned by the Bank (the “Accounts”). The Receivables are transferred to below the Issuer pursuant to the Second Amended and Restated Transfer and Servicing Agreement, dated as of September 23, 2016 (collectivelyas amended, the “CollateralTransfer and Servicing Agreement”). Capital One , among the Transferor, First National Bank (USA), National Associationof Omaha, a national banking association (the “Bank” and the “Seller”), has entered into as servicer (the “Servicer”) and the Issuer. The Receivables transferred to the Issuer by the Transferor are acquired by the Transferor from the Bank pursuant to the Second Amended and Restated Receivables Purchase Agreement, dated as of July 1September 23, 20072016 (as amended, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon between the Transferor and certain related property to the CompanyBank. The Company Bank has conveyed agreed to provide notices and perform on behalf of the ReceivablesIssuer certain other administrative obligations required by the Transfer and Servicing Agreement, collections thereon the Master Indenture and certain related property to each indenture supplement for each series of notes issued by the Capital One Master Trust (the “Master Trust”) Issuer, pursuant to the Second Amended and Restated Pooling and Servicing Administration Agreement, dated as of September 3023, 19932016 (as amended, the “Administration Agreement”), between the Bank, as amended administrator (in such capacity, the “Administrator”), and restated the Issuer. The Bank, as “originator” for purposes of August the EU Retention Rules and UK Retention Rules (each as separately defined below), will also make certain representations, warranties and covenants to the Issuer in connection with the EU Retention Rules and UK Retention Rules (with the Indenture Trustee as a third party beneficiary solely for the purpose of obtaining the benefits of those representations, warranties and covenants), on an ongoing basis for so long as the tranche of Notes to which this Agreement applies is outstanding, pursuant to a Risk Retention Agreement, dated on or about the Closing Date (as amended, the “Risk Retention Agreement”), among the Bank, the Transferor and the Issuer. As used in this paragraph, “EU Retention Rules” refers, collectively, to Articles 5 and 6 of Regulation (EU) 2017/2402, together with any relevant regulatory technical standards adopted by the European Commission and any guidance published by the European Union supervisory authorities with respect thereto or to precedent legislation, “UK Retention Rules” refers, collectively, to Articles 5 and 6 of Regulation (EU) 2017/2402 as enacted into the laws of the United Kingdom pursuant to the European Union (Withdrawal) Act 2018, together with any relevant regulatory technical standards adopted by the European Commission prior to January 1, 2002, 2021 or by the UK and any guidance published by the European Union supervisory authorities published prior to January 13, 2006 and July 1, 2007, as amended 2021 (where such guidance is to be interpreted in light of the United Kingdom's exit from the EU pursuant to relevant guidance issued by the First Amendment theretoFinancial Conduct Authority (the “FCA”)) or by the FCA with respect thereto or to precedent legislation, each as in effect and applicable on the Closing Date. The Receivables (and the related accounts) will be subject to review by FTI Consulting, Inc. (the “Asset Representations Reviewer”) in certain circumstances for compliance with certain representations and warranties made about the Receivables, in accordance with the Asset Representations Review Agreement, dated as of March 1September 23, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 2016 (as so amended and restated and as otherwise modified or amended supplemented from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Asset Representations Review Agreement”), among the Issuer, the Transferor, the Bank, in its capacity as administratorRPA Seller and as Servicer, and the Indenture TrusteeAsset Representations Reviewer. The Transfer and Servicing Agreement, the Company has caused Receivables Purchase Agreement, the Master Indenture, the Trust Agreement, the Administration Agreement, the Risk Retention Agreement and the Asset Representations Review Agreement are referred to issue to the Issuer a collateral certificate (herein, collectively, as the “Collateral Certificate”). The Collateral Certificate Transaction Documents.” This Underwriting Agreement is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,.” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to herein as the “Program AgreementsTransaction Documents.” The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus.”