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 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 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 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 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 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. 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. 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 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. (“U.S. Bank”), as indenture trustee (the “Indenture Trustee”), 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”). 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 (as defined below), will also make certain representations, warranties and covenants to the Issuer in connection with the EU 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, 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 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 $750,000,000 principal amount of Floating Rate Class A Asset Backed Certificates, Series 2001-1 (the "Certificates"), which the Transferor proposes to sell to the Underwriters pursuant to the terms hereof, and $250,000,000 principal amount of non-interest bearing Class B Asset Backed Certificates, Series 2001-1 (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 ▇▇▇▇▇ Fargo 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 20022001-CC 1 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 9August 22, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 2001 (the “Transfer Agreement”"Supplement"), among the Issuer, the Transferor, the Bank, as administrator, Servicer and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer . Each Certificate represents a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents specified percentage undivided interests in certain assets of the Master Trust. The Notes designated interest 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 AgreementsTrust.” 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 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 Credit Suisse Securities (USA) LLC, as underwriter, or through certain underwriters which include Credit Suisse Securities (USA) LLC, one or more of which may, with 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 Credit Suisse Securities (USA) LLC, in their its capacity as Underwriters Underwriter of any Notes or as RepresentativesRepresentative). Notes sold to the Underwriters for which Credit Suisse Securities (USA) LLC is the Representatives are acting as representatives Representative 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 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 [-], Class A (the “Issuer”"Class A Securities") and $[-] Floating Rate Asset Backed Securities, Series [-], Class B (the "Class B Securities" and together with the Class A Securities, the "Offered Securities") issued by the Metris Master Trust (the "Trust"). Each Offered Security will represent a fractional undivided interest in the Trust. The assets of the Trust will include, among other things, a pool of receivables (the "Receivables") arising under certain MasterCard(R), and Capital One Funding, LLC, a Virginia limited liability company VISA(R) or other revolving consumer credit accounts(1) (the “Company”)"Accounts") transferred and sold by Direct Merchants Credit Card Bank, National Association ("Direct Merchants Bank" or, in its capacity as beneficiary (servicer under the “Beneficiary”) of the Issuer, propose to sell the notes of the series, classes and tranches designated in 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 “"Purchase Agreement") and then transferred by the Transferor to 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 pursuant to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the “Bank” and the “Seller”), has entered into the an Amended and Restated Receivables Purchase Agreement, Pooling and Servicing Agreement dated as of July 130, 20071998 among the Transferor, the Servicer and U.S. Bank National Association (as amended successor to The Bank of New York (Delaware) (the "Prior Trustee")), as trustee, (the "Trustee"), as supplemented by the First Amendment theretoan Agreement of Resignation, Appointment and Acceptance dated as of March 1December 11, 2008 (2000 among the “Receivables Purchase Agreement”) with Transferor, the Company under which Servicer, the Bank will sell receivables (Prior Trustee and the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”)Trustee, collections thereon and certain related property to the Companyas further supplemented by Amendment No. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant 1 to the Amended and Restated Pooling and Servicing Agreement, dated as of September 30April 26, 19932001 among the Transferor, the Servicer and the Trustee (as amended and restated supplemented 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 timedate hereof, the “Pooling "P&S"). The Offered Securities will be issued pursuant to the P&S and Servicing Agreement”), as supplemented by the Series 2002[-CC ] Supplement to the P&S (the “Series "Supplement”), ") to be dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor Closing Date (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”herein), among the Issuer, the Transferor, the Bank, as administrator, Servicer 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 P&S 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 Supplement are collectively referred to herein as the “Program "Pooling and Servicing Agreement." The $[-] Series [-] Excess Collateral will also be issued pursuant to the Pooling and Servicing Agreement and together with the Class A Securities and Class B Securities, are referred to herein as the "Investor Securities". The Bank Purchase Agreement, the Purchase Agreement and the Pooling and Servicing Agreement are collectively referred to as the "Designated Agreements.” " The Company Transferor has prepared and filed with the Securities and Exchange Commission (the “"Commission”") in accordance with the provisions of a registration statement on Form S-3 (No. 333-60530) pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Act"), in the form heretofore delivered to the Representative. The Registration Statement, 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 hereofCommission. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of Execution Time, the applicable Terms Agreement, most recent such amendment has been declared effective by the Commission. Such The Transferor will also file with the Commission a prospectus supplement and prospectus relating to the Offered Securities in accordance with Rule 424(b) under the Act ("Rule 424(b)"). The registration statement, as amended at including any amendments thereto, the time form of effectiveness, including prospectus supplement and all material documents 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 Acttherein, is referred to in this Agreement herein 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, shall be in all substantive respects in the form it appears in distributed to the Registration Statement or in Representative prior to the form most recently revised Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to other changes as the “Basic Prospectus”) relating Transferor has advised the Representative, prior to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus SupplementExecution Time, together with any amendment thereof will be included or supplement thereto, is hereinafter referred to as the “Prospectusmade therein.”

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 (the “Company”), as beneficiary (the “Beneficiary”to issue $125,000,000 aggregate principal amount of Advanta Business Card Master Trust AdvantaSeries Class B(2006-B2) of the Issuer, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) Asset Backed Notes (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 TrusteeOffered Notes”). 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(2006-B2) Terms Document, dated as of August 9, 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 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 Citigroup Global Markets 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 2023-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 333-189293-02260710), 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 April 18, 2022, 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 TrustNorthWestern Corporation, 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. $250,000,000 principal amount of the Issuer, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement its 6.34% First Mortgage Bonds due 2019 (as hereinafter defined) (the “NotesOffered Securities”). The Notes will United States Securities Act of 1933, as amended, is herein referred to as the “Securities Act”. The Offered Securities are to be issued pursuant to under the IndentureMortgage and Deed of Trust, 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, 20081945, as supplemented by of the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement Company (as so supplemented and as otherwise modified or amended from time successor to timeNorthWestern Energy, the “Indenture”)L.L.C., between the Issuer and in turn successor to The Montana Power Company) to The Bank of New York Mellon (formerly known as The Bank of New York) (as successor to Guaranty Trust Company of New York), as corporate 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 M▇▇▇ ▇▇▇▇ (as so amended and restated and as otherwise modified or amended from time indirect successor 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 A▇▇▇▇▇ Fargo ▇. ▇▇▇▇▇), as individual trustee, as amended and supplemented by various instruments including the supplemental indenture, to be dated as of the Closing Date (as defined herein) (the “Supplemental Indenture”), establishing the terms of the Offered Securities, LLCsuch Mortgage and Deed of Trust, the representatives of such Underwriters (each a “Representative”as so amended and supplemented, and collectively being hereinafter called the “RepresentativesMortgage”, which, if . The holders of the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold Offered Securities will be entitled to the Underwriters for which benefits of a Registration Rights Agreement, to be dated as of the Representatives are acting as representatives shall be sold pursuant to one or more Terms AgreementsClosing Date, among the Issuer, the Company, the Seller Company and the Representatives, a form of which is attached hereto as Exhibit A Purchasers (each, a the “Terms Registration Rights Agreement”), each of pursuant to 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 will 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 registering an exchange offer or the resale of the Offered Securities under the Securities Act. The Company hereby agrees with the provisions of the Securities Act of 1933, several Purchasers 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 TrustStructured Asset Securities Corporation, a ------------ Delaware statutory trust corporation (the “Issuer”"Depositor"), and Capital One Funding, LLC, a Virginia limited liability company proposes to form one or more trusts (the “Company”"Trusts"), as beneficiary which will issue, from time to time, securities entitled Mortgage Pass-Through Certificates (the “Beneficiary”"Certificates") of the Issuer, propose to sell the notes of the series, classes and tranches designated in one or more series (each a "Series"). Each Certificate will evidence an undivided or percentage interest in a Trust. The Trusts will issue Certificates on terms specified in the applicable Terms Agreement Prospectus (as hereinafter defined) (the “Notes”). The Notes Primary Assets (the "Primary Assets") of each Trust (the "Trust Fund") will consist of (a) a pool of adjustable-rate, fully amortizing, conventional, first lien residential mortgage loans (the "Mortgage Loans"), (b) Private Mortgage-Backed Securities which may consist of mortgage pass-through or participation certificates, evidencing an undivided interest in a pool of mortgage loans, or collateralized mortgage obligations secured by mortgage loans, (c) a pool of mortgage loans (the "FHA Loans") insured by the Federal Housing Administration (the "FHA"), mortgage loans ("VA Loans") partially guaranteed by the Veterans Administration (the "VA") (collectively, the "FHA/VA Mortgage Loans") and certain related property to be conveyed to the Trust by the Depositor, (d) participation certificates representing undivided ownership interests in a pool of mortgage loans as described above, (e) pass- through certificates guaranteed by the Federal National Mortgage Association in the event that some of the Mortgage Loans are not available for delivery on the Closing Date or (f) loans issued in connection with the sale of manufactured homes and secured by such manufactured homes. The Primary Assets in each Trust Fund may be transferred to the related Trust and the Certificates to which this Agreement applies will be issued pursuant to a Trust Agreement (the Indenture"Trust Agreement"), dated as with respect to each Series among the Depositor, a master servicer, if applicable, to be identified in the prospectus supplement for each such Series (the "Master Servicer"), and a trustee to be identified in the prospectus supplement for each such Series (the "Trustee"). Credit enhancement with respect to any class of October 9Certificates may be provided pursuant to the terms of one or more irrevocable financial guaranty insurance policies (each, 2002a "Policy") to be issued by an insurer with respect thereto. Credit enhancement with respect to the Mortgage Loans included in the Trust Fund for a Series may be provided by one or more of the following, as amended and restated as indicated in the Trust Agreement: an irrevocable stand-by letter of January 13, 2006, and as amended credit (the "Letter of Credit") issued by the First Amendment theretofinancial institution named in the related Trust Agreement (the "L/C Bank"), dated as a policy of March 1mortgage pool insurance (the "Pool Insurance Policy"), 2008limited in coverage and issued by the entity named in the related Trust Agreement (the "Pool Insurer"), a policy of special hazard insurance (the "Special Hazard Insurance Policy"), limited in coverage and issued by the entity named in the related Trust Agreement (the "Special Hazard Insurer"), a policy of insurance or surety bond providing coverage against loss resulting from the occurrence of certain contingencies in connection with the bankruptcy of the obligor under a mortgage note relating to a Mortgage Loan (the "Mortgagor Bankruptcy Bond"), limited in scope and issued by the entity named in the related Trust Agreement (the "Mortgagor Bankruptcy Insurer") and a Mortgage Repurchase Bond (the "Mortgage Repurchase Bond"), limited in scope and issued by an entity named in the Trust Agreement. If so specified in the Reference Agreement with respect to a Series, in lieu of, or in addition to, the foregoing methods of credit enhancement, a fund may be established (the "Reserve Fund") into which payments on or with respect to a percentage of the Mortgage Loans included in the Trust Fund, as supplemented specified in such Trust Agreement, will be deposited or payments made on one or more specified Classes (as defined below) of Certificates may be subordinated to one or more other Classes of Certificates (the first classes of such Certificates the "Subordinated Certificates") or may be made available to the Reserve Fund (such fund a "Subordination Reserve Fund"). If so specified in the Trust Agreement with respect to a Series, the Trust Fund for a Series of Certificates may also include one or more accounts or funds established by the Asset Pool SupplementDepositor pursuant to such Trust Agreement, or one or more methods of credit enhancement in lieu of, or in addition to, the Indenture Supplement and methods of credit enhancement specified above (such forms of credit enhancement to be referred to individually or collectively as 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”"Alternative Credit Enhancement"). The Issuer is operated pursuant to Mortgage Loans may be serviced by 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 servicer (the “Owner Trustee”). The Notes will be secured by certain assets of the Issuer"Master Servicer") who may, 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 terms 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, subcontract some or all of its servicing duties to sub-servicers ("Sub-Servicers") under separate servicing agreements between the Master Servicer and such Sub-Servicers. Each of the Master Servicer and the Transfer and Administration Sub-Servicer must be approved as a seller-servicer by the Federal Home Loan Mortgage Corporation or the Federal National Mortgage Association, pursuant to separate servicing agreements ("Servicing Agree-ments"). If so specified in the Trust Agreement, dated the performance of the obligations of the Master Servicer under each Trust Agreement will be guaranteed by a bond, insurance policy, corporate guaranty or other form of insurance coverage (the "Performance Bond") issued by the entity specified in the Trust Agreement. The Certificates are more fully described in the Registration Statement (as defined herein), which the Depositor has furnished to you. Each Series of October 9Certificates and any classes of Certificates (each a "Class") within such Series may vary as to, 2002among other things, number and types of Classes, principal or notional amount or stated principal balance, pass-through rate with respect to the Mortgage Loans in the related Trust Fund, the percentage interest, if any, evidenced by each Class in the payments of principal of and interest on, or with respect to, the Mortgage Loans included in the related Trust Fund, the stated principal balance and interest rate, if any, priority of payment among Classes, credit enhancement with respect to the Mortgage Loans in the related Trust Fund, whether the Depositor will elect to treat the related Trust Fund as a "real estate mortgage investment conduit" (a "REMIC") under the Internal Revenue Code of 1986, as amended (the "Code"), the Classes of such Series subject to this Agreement, and any other variable terms contemplated by the First Amendment theretoTrust Agreement with respect to the Certificates of such Series. Each offering of the Certificates to which this Agreement applies will be made pursuant to the Registration Statement through you or through an underwriting syndicate managed by you. Whenever the Depositor determines to form a Trust and to make such an offering of Certificates, dated as of March 1, 2008 it will enter into an appropriate agreement (the “Transfer "Terms 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 an exhibit, providing for the sale of certain classes of such Certificates to, and the purchase and offering thereof by, you and such other underwriters, if any, selected by you as have authorized you to enter into such Terms Agreement on their behalf (the "Underwriters," which term shall include you, whether acting alone in the sale of such Certificates, in which case any reference herein to you as the Representative of the Underwriters shall be deemed to refer to you in your individual capacity as Underwriter of the Certificates, or as a member of an underwriting syndicate). Such 3 Terms Agreement shall specify the undivided interest, principal or notional amount, or stated principal balance, of each Class of the Certificates to be issued, the Classes of Certificates subject to this Agreement, the price at which such Classes of Certificates are to be purchased by the Underwriters from the Depositor 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 form of Exhibit A (eachhereto, a “Terms may take the form of an exchange of any standard form of written telecommunication between you and the Depositor. Each such offering of the Certificates will be governed by this Agreement”), each of which incorporates as supplemented 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 and this Agreement and such Terms Agreement shall inure to the context benefit of and be binding upon each Underwriter participating in the offering of such Certificates. Capitalized terms not otherwise requires or if such term is otherwise defined herein are 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 FundingAuto Receivables, LLC, a Virginia Delaware limited liability company (the “CompanySeller”) and Capital One Auto Finance, Inc., a Texas corporation, (“COAF”), as beneficiary confirm their agreement with the Representatives and the other underwriters named in the applicable Terms Agreement (collectively, the “BeneficiaryUnderwriters”) of the Issuer, propose as follows: The Seller proposes to sell to the Underwriters the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”). The Notes will are to be issued pursuant to by Capital One Auto Finance Trust 2007-B, a Delaware statutory trust (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, “Issuer”) under 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”), dated as of the Closing Date, between the Issuer and The Deutsche Bank of New York Mellon (formerly known as The Bank of New York)Trust Company Americas, as indenture trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated pursuant to a Second Amended and Restated Notes will be collateralized by the Trust Agreement, dated as of January 13, 2006 Estate (as modified or amended from time to time, defined below). The assets of the Issuer (the “Trust AgreementEstate”)) consist of all money, between the Companyaccounts, as Beneficiary chattel paper, general intangibles, goods, instruments, investment property 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 other property of the Issuer, including without limitation (i) 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 acquired by the First Amendment thereto, dated as of March 1, 2008 (Issuer under 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 Sale and Servicing Agreement, dated as of September 30the Closing Date, 1993, as amended by and restated as of August 1, 2002, January 13, 2006 and July 1, 2007, as amended by among 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 timeSeller, the Issuer, COAF and the Indenture Trustee (the “Pooling Sale and Servicing Agreement”), as supplemented by (ii) the Series 2002-CC Supplement Receivable Files, (iii) 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 security interests in the Pooling Financed Vehicles and Servicing Agreement)all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the Bankapplicable Cut-Off Date, as servicer (v) any other property securing the “Servicer”)Receivables, and The Bank (vi) the rights of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust Trustee”). References herein Issuer to the Pooling funds on deposit from time to time in the Trust Accounts and Servicing Agreement, unless otherwise specified, shall mean any other account or accounts established pursuant to the Pooling Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as supplemented by buyer, under the Series Supplement. Pursuant to Purchase Agreement, (viii) rights under the Pooling Sale and Servicing Agreement, the Trust Agreement, Limited Guaranty and the Transfer Interest Rate Swap Agreement and Administration (ix) all proceeds of the foregoing. The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreement, dated as of October 9the Closing Date, 2002, as amended by between the First Amendment thereto, dated as of March 1, 2008 Seller and COAF (the “Transfer Purchase Agreement”), among the Issuer, the Transferor, the Bank, as administrator, ) and the Indenture Trustee, the Company has caused the Master Trust to issue will be conveyed 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 Seller pursuant 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 Sale and Servicing Agreement. Unless otherwise stated herein or On the Closing Date, the Issuer will enter into an interest rate swap agreement with the Initial Swap Counterparty to hedge the floating interest rate on the Class A-3-B and the Class A-4 Notes (the “Swap Agreement”). On the Closing Date the Note Insurer will issue a note guaranty insurance policy (the “Note Insurance Policy”) guaranteeing certain payments due in respect of the Notes. The terms of the Notes are set forth in the applicable Terms AgreementRegistration Statement (as defined below) and the related Prospectus (as defined below), as the context otherwise requires or if such term is otherwise supplemented by a Prospectus Supplement (as defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term below). Capitalized terms used or herein but not defined herein or in the applicable Terms Agreement (as defined below) 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 Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling Sale 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 (Nos. having the registration number 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02128722), including a form of prospectus, relating to the Notes and the Collateral CertificateNotes. The registration statement as amended has been declared effective by the Commission and remains effective as of not more than three years prior to 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) under the Act (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, 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 Supplement are hereinafter referred to as the “Prospectus.”

Introductory. Capital One Multi-asset Execution Trust, a Delaware statutory trust (the “Issuer”), and Capital One FundingAuto Receivables, LLC, a Virginia Delaware limited liability company (the “CompanySeller”) and Capital One Auto Finance, Inc., a Texas corporation, (“COAF”), as beneficiary confirm their agreement with the Representatives and the other underwriters named in the applicable Terms Agreement (collectively, the “BeneficiaryUnderwriters”) of the Issuer, propose as follows: The Seller proposes to sell to the Underwriters the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”). The Notes will are to be issued pursuant to by Capital One Prime Auto Receivables Trust 2007-2, a Delaware statutory trust (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, “Issuer”) under 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”), dated as of the Closing Date, between the Issuer and The Deutsche Bank of New York Mellon (formerly known as The Bank of New York)Trust Company Americas, as indenture trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated pursuant to a Second Amended and Restated Notes will be collateralized by the Trust Agreement, dated as of January 13, 2006 Estate (as modified or amended from time to time, defined below). The assets of the Issuer (the “Trust AgreementEstate”)) consist of all money, between the Companyaccounts, as Beneficiary chattel paper, general intangibles, goods, instruments, investment property 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 other property of the Issuer, including without limitation (i) 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 acquired by the First Amendment thereto, dated as of March 1, 2008 (Issuer under 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 Sale and Servicing Agreement, dated as of September 30the Closing Date, 1993, as amended by and restated as of August 1, 2002, January 13, 2006 and July 1, 2007, as amended by among 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 timeSeller, the Issuer, COAF and the Indenture Trustee (the “Pooling Sale and Servicing Agreement”), as supplemented by (ii) the Series 2002-CC Supplement Receivable Files, (iii) 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 security interests in the Pooling Financed Vehicles and Servicing Agreement)all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the Bankapplicable Cut-Off Date, as servicer (v) any other property securing the “Servicer”)Receivables, and The Bank (vi) the rights of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust Trustee”). References herein Issuer to the Pooling funds on deposit from time to time in the Trust Accounts and Servicing Agreement, unless otherwise specified, shall mean any other account or accounts established pursuant to the Pooling Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as supplemented by buyer, under the Series SupplementPurchase Agreement, (viii) rights under the Sale and Servicing Agreement and the Limited Guaranty and (ix) all proceeds of the foregoing. Pursuant The Receivables and related property will be conveyed to the Pooling and Servicing Agreement, Seller by COAF pursuant to the Trust Agreement, and the Transfer and Administration Purchase Agreement, dated as of October 9the Closing Date, 2002, as amended by between the First Amendment thereto, dated as of March 1, 2008 Seller and COAF (the “Transfer Purchase Agreement”), among the Issuer, the Transferor, the Bank, as administrator, ) and the Indenture Trustee, the Company has caused the Master Trust to issue will be conveyed 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 Seller pursuant 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 Sale and Servicing Agreement. Unless otherwise stated herein or The terms of the Notes are set forth in the applicable Terms AgreementRegistration Statement (as defined below) and the related Prospectus (as defined below), as the context otherwise requires or if such term is otherwise supplemented by a Prospectus Supplement (as defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term below). Capitalized terms used or herein but not defined herein or in the applicable Terms Agreement (as defined below) 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 Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling Sale 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 (Nos. having the registration number 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02142062), including a form of prospectus, relating to the Notes and the Collateral CertificateNotes. The registration statement as amended has been declared effective by the Commission and remains effective as of not more than three years prior to 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 Underwriting Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, 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 Supplement are 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 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 Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as underwriters, or through certain underwriters which include Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., one or more of which may, with Citigroup Global Markets Inc. and Deutsche Bank 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 Deutsche Bank 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 Deutsche Bank 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 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 $300,000,000 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 2018-1 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 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 ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ 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 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 (as defined below), will also make certain representations, warranties and covenants to the Issuer in connection with the EU 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 (i) Articles 404-410 of the European Union’s (“EU”) Capital Requirements Regulation ((EU) No. 575/2013) (as supplemented by EU secondary legislation), (ii) Article 17 of the First Amendment theretoEU’s Alternative Investment Fund Managers Directive (2011/61/EU) and Articles 50-56 of the Alternative Investment Fund Managers Regulation ((EU) No. 231/2013), and (iii) Articles 254-257 of the Commission Delegated Regulation ((EU) No. 2015/35) , in each case as in effect 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 BankBank in the capacity as RPA Seller and the capacity as Servicer and the Asset Representations Reviewer. The Transfer and Servicing Agreement, the Receivables Purchase Agreement, the Indenture, the Trust Agreement, the Administration Agreement, the Risk Retention Agreement and the Asset Representations Review Agreement are referred to herein, collectively, 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 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 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.”

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, 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, 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 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 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 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 Trust, a Delaware statutory trust (the “Issuer”), and Capital One FundingAuto Receivables, LLC, a Virginia Delaware limited liability company (the “CompanySeller”) and Capital One Auto Finance, Inc., a Texas corporation, (“COAF”), as beneficiary confirm their agreement with the Representatives and the other underwriters named in the applicable Terms Agreement (collectively, the “BeneficiaryUnderwriters”) of the Issuer, propose as follows: The Seller proposes to sell to the Underwriters the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”). The Notes will are to be issued pursuant to by Capital One Auto Finance Trust 2006-C, a Delaware statutory trust (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, “Issuer”) under 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”), dated as of the Closing Date, between the Issuer and The Bank of New York Mellon (formerly known as The Bank of New York), as indenture trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated pursuant to a Second Amended and Restated Notes will be collateralized by the Trust Agreement, dated as of January 13, 2006 Estate (as modified or amended from time to time, defined below). The assets of the Issuer (the “Trust AgreementEstate”)) consist of all money, between the Companyaccounts, as Beneficiary chattel paper, general intangibles, goods, instruments, investment property 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 other property of the Issuer, including without limitation (i) 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 acquired by the First Amendment thereto, dated as of March 1, 2008 (Issuer under 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 Sale and Servicing Agreement, dated as of September 30the Closing Date, 1993, as amended by and restated as of August 1, 2002, January 13, 2006 and July 1, 2007, as amended by among 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 timeSeller, the Issuer, COAF and the Indenture Trustee (the “Pooling Sale and Servicing Agreement”), as supplemented by (ii) the Series 2002-CC Supplement Receivable Files, (iii) 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 security interests in the Pooling Financed Vehicles and Servicing Agreement)all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the Bankapplicable Cut-Off Date, as servicer (v) any other property securing the “Servicer”)Receivables, and The Bank (vi) the rights of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust Trustee”). References herein Issuer to the Pooling funds on deposit from time to time in the Trust Accounts and Servicing Agreement, unless otherwise specified, shall mean any other account or accounts established pursuant to the Pooling Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as supplemented by buyer, under the Series Supplement. Pursuant to Purchase Agreement, (viii) rights under the Pooling Sale and Servicing Agreement, the Trust Agreement, Limited Guaranty and the Transfer Interest Rate Swap Agreement and Administration (ix) all proceeds of the foregoing. The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreement, dated as of October 9the Closing Date, 2002, as amended by between the First Amendment thereto, dated as of March 1, 2008 Seller and COAF (the “Transfer Purchase Agreement”), among the Issuer, the Transferor, the Bank, as administrator, ) and the Indenture Trustee, the Company has caused the Master Trust to issue will be conveyed 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 Seller pursuant 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 Sale and Servicing Agreement. Unless otherwise stated herein or On the Closing Date, the Issuer will enter into an interest rate swap agreement with the Initial Swap Counterparty to hedge the floating interest rate on the Class A-3-B and the Class A-4 Notes (the “Swap Agreement”). On the Closing Date the Note Insurer will issue a note guaranty insurance policy (the “Note Insurance Policy”) guaranteeing certain payments due in respect of the Notes. The terms of the Notes are set forth in the applicable Terms AgreementRegistration Statement (as defined below) and the related Prospectus (as defined below), as the context otherwise requires or if such term is otherwise supplemented by a Prospectus Supplement (as defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term below). Capitalized terms used or herein but not defined herein or in the applicable Terms Agreement (as defined below) 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 Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling Sale 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 (Nos. having the registration number 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02128722), including a form of prospectus, relating to the Notes and the Collateral CertificateNotes. The registration statement as amended has been declared effective by the Commission and remains effective as of not more than three years prior to 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) under the Act (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, 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, Supplement is hereinafter referred to as the “Prospectus.”

Introductory. Capital One Multi-asset Execution Trust, a Delaware statutory trust (the “Issuer”), and Capital One FundingAuto Receivables, LLC, a Virginia Delaware limited liability company (the “CompanySeller”) and Capital One Auto Finance, Inc., a Texas corporation, (“COAF”), as beneficiary confirm their agreement with the Representatives and the other underwriters named in the applicable Terms Agreement (collectively, the “BeneficiaryUnderwriters”) of the Issuer, propose as follows: The Seller proposes to sell to the Underwriters the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”). The Notes will are to be issued pursuant to by Capital One Prime Auto Receivables Trust 2006-2, a Delaware statutory trust (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, “Issuer”) under 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”), dated as of the Closing Date, between the Issuer and The Bank of New York Mellon (formerly known as The Bank of New York), as indenture trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated pursuant to a Second Amended and Restated Notes will be collateralized by the Trust Agreement, dated as of January 13, 2006 Estate (as modified or amended from time to time, defined below). The assets of the Issuer (the “Trust AgreementEstate”)) consist of all money, between the Companyaccounts, as Beneficiary chattel paper, general intangibles, goods, instruments, investment property 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 other property of the Issuer, including without limitation (i) 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 acquired by the First Amendment thereto, dated as of March 1, 2008 (Issuer under 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 Sale and Servicing Agreement, dated as of September 30the Closing Date, 1993, as amended by and restated as of August 1, 2002, January 13, 2006 and July 1, 2007, as amended by among 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 timeSeller, the Issuer, COAF and the Indenture Trustee (the “Pooling Sale and Servicing Agreement”), as supplemented by (ii) the Series 2002-CC Supplement Receivable Files, (iii) 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 security interests in the Pooling Financed Vehicles and Servicing Agreement)all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the Bankapplicable Cut-Off Date, as servicer (v) any other property securing the “Servicer”)Receivables, and The Bank (vi) the rights of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust Trustee”). References herein Issuer to the Pooling funds on deposit from time to time in the Trust Accounts and Servicing Agreement, unless otherwise specified, shall mean any other account or accounts established pursuant to the Pooling Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as supplemented by buyer, under the Series SupplementPurchase Agreement, (viii) rights under the Sale and Servicing Agreement and the Limited Guaranty and (ix) all proceeds of the foregoing. Pursuant The Receivables and related property will be conveyed to the Pooling and Servicing Agreement, Seller by COAF pursuant to the Trust Agreement, and the Transfer and Administration Purchase Agreement, dated as of October 9the Closing Date, 2002, as amended by between the First Amendment thereto, dated as of March 1, 2008 Seller and COAF (the “Transfer Purchase Agreement”), among the Issuer, the Transferor, the Bank, as administrator, ) and the Indenture Trustee, the Company has caused the Master Trust to issue will be conveyed 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 Seller pursuant 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 Sale and Servicing Agreement. Unless otherwise stated herein or The terms of the Notes are set forth in the applicable Terms AgreementRegistration Statement (as defined below) and the related Prospectus (as defined below), as the context otherwise requires or if such term is otherwise supplemented by a Prospectus Supplement (as defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term below). Capitalized terms used or herein but not defined herein or in the applicable Terms Agreement (as defined below) 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 Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling Sale 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 (Nos. having the registration number 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02128722), including a form of prospectus, relating to the Notes and the Collateral CertificateNotes. The registration statement as amended has been declared effective by the Commission and remains effective as of not more than three years prior to 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) under the Act (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, 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, Supplement is hereinafter referred to as the “Prospectus.”

Introductory. Capital One Multi-asset Execution TrustiStar Financial Inc., a Delaware statutory trust (the “Issuer”), and Capital One Funding, LLC, a Virginia limited liability company Maryland corporation (the “Company”), as beneficiary confirms its agreement with ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several initial purchasers named in Schedule A hereto (collectively, the “Initial Purchasers”), with respect to (i) the sale by the Company and the purchase by the Initial Purchasers, acting severally and not jointly, of the respective principal amounts set forth in such Schedule A of $175,000,000 aggregate principal amount of the Company’s 1.50% Convertible Senior Notes due 2016 (the “BeneficiaryInitial Securities”) and (ii) the grant by the Company to the Initial Purchasers, acting severally and not jointly, of the Issuer, propose option to sell the notes purchase all or any part of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) an additional $25,000,000 aggregate principal amount of its 1.50% Convertible Senior Notes due 2016 (the “NotesOption Securities” and, together with the Initial Securities, the “Securities”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as the representative of the several Initial Purchasers (the “Representative”) 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 9February 5, 20022001, between the Company and US Bank Trust National Association, as amended and restated as of January 13trustee (the “Trustee”) (the “Base Indenture”), 2006, and as amended by the First Amendment theretoTwenty-fifth Supplemental Indenture, to be dated as of March 1, 2008, the Closing Date (as supplemented by defined in Section 2 hereof) between the Asset Pool Supplement, the Indenture Supplement Company and the Terms DocumentTrustee (such supplemental indenture, each having together with the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to timeBase Indenture, the “Indenture”). The Securities will be convertible, between upon the Issuer terms and The Bank conditions set forth in the Indenture, into shares of New York Mellon common stock, par value $0.001 per share, of the Company (formerly known as The Bank of New York), as trustee (in such capacity, the “Indenture TrusteeCommon Stock”). The Issuer is operated pursuant to a Second Amended and Restated Trust Agreement, dated as Securities will be issued only in book-entry form in the name of January 13, 2006 (as modified or amended from time to time, the “Trust Agreement”), between the CompanyCede & Co., as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank nominee of The Depository 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 TrustDepositary”) pursuant to a letter of representations, to be dated on or before 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, 2008Closing Date, among the Company, as Transferor (as defined in the Pooling Trustee 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”)Depositary. 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 This 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, Securities 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 AgreementsTransaction Documents.” The Company has prepared understands that the Initial Purchasers propose to make an offering of the Securities on the terms and filed in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”(which for purposes of this Agreement is 4:25 p.m., New York City time, on the date hereof)). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of under the Securities Act of 1933, as amendedamended (the “Securities Act,” which term, and as used herein, includes the rules and regulations of the Commission thereunder (collectively, the “Act”promulgated thereunder), a shelf registration statement on Form S-3 (Nosin reliance upon exemptions therefrom. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02), including a form of prospectus, relating Pursuant to the Notes terms of the Securities and the Collateral Certificate. The Indenture, investors that acquire Securities may only resell or otherwise transfer such Securities if such Securities are hereafter registered under the Securities Act or if an exemption from the registration statement as amended has been declared effective by the Commission and remains effective as requirements of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to Securities Act is available (including the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective exemption afforded 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) 144A (“Rule 424(b)144A”) of the rules and regulations promulgated under the Securities Act. The Company has prepared and delivered to each Initial Purchaser copies of the Commission a Preliminary Offering Memorandum, dated November 13, 2013 (the “Rules Preliminary Offering Memorandum”), and Regulations”) under the Act has prepared and delivered to each Initial Purchaser copies of a supplement Pricing Supplement, dated November 13, 2013 (the “Prospectus Pricing 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 describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Basic ProspectusPricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”) relating ). All references herein to the Notes terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the method Securities Exchange Act of distribution thereof1934, as amended (the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Basic Prospectus and Company hereby confirms its agreements with the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to Initial Purchasers as the “Prospectus.”follows:

Introductory. Capital One Multi-asset Execution TrustNorthWestern Corporation, 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. $150,000,000 principal amount of the Issuer, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement its 6.04% First Mortgage Bonds due 2016 (as hereinafter defined) (the “NotesOffered Securities”). The Notes will United States Securities Act of 1933, as amended, is herein referred to as the “Securities Act”. The Offered Securities are to be issued pursuant to under the IndentureMortgage and Deed of Trust, 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, 20081945, as supplemented by of the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement Company (as so supplemented and as otherwise modified or amended from time successor to timeNorthWestern Energy, the “Indenture”)L.L.C., between the Issuer and in turn successor to The Montana Power Company) to The Bank of New York Mellon (formerly known as The Bank successor to Guaranty Trust Company of New York), as corporate 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 M▇▇▇ ▇▇▇▇ (as so amended and restated and as otherwise modified or amended from time indirect successor 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 A▇▇▇▇▇ Fargo ▇. ▇▇▇▇▇), as individual trustee, as amended and supplemented by various instruments including the supplemental indenture, to be dated as of the Closing Date (as defined herein) (the “Supplemental Indenture”), establishing the terms of the Offered Securities, LLCsuch Mortgage and Deed of Trust, the representatives of such Underwriters (each a “Representative”as so amended and supplemented, and collectively being hereinafter called the “RepresentativesMortgage”, which, if . The holders of the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold Offered Securities will be entitled to the Underwriters for which benefits of a Registration Rights Agreement, to be dated as of the Representatives are acting as representatives shall be sold pursuant to one or more Terms AgreementsClosing Date, among the Issuer, the Company, the Seller Company and the Representatives, a form of which is attached hereto as Exhibit A Purchasers (each, a the “Terms Registration Rights Agreement”), each of pursuant to 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 will 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 registering an exchange offer or the resale of the Offered Securities under the Securities Act. The Company hereby agrees with the provisions of the Securities Act of 1933, several Purchasers 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 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 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 TrustEXCO Resources, Inc., a Delaware statutory trust Texas 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 the several initial purchasers named in Schedule A hereto (the “Company”), as beneficiary "Purchasers") U.S. $350,000,000 principal amount of its 71/4% Senior Notes due 2011 (the “Beneficiary”"Offered Securities") 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 Indentureunder an indenture, dated as of October 9January 20, 20022004 (the "Indenture"), among the Company, the EXCO Guarantors (as defined herein) and Wilmington Trust Company, as Trustee (the "Trustee"), on a private placement basis pursuant to an exemption under Section 4(2) of the United States Securities Act of 1933, as amended (the "Securities Act"). As part of the transactions (the "Transactions") as defined in the Preliminary Offering Circular (as defined below), NCE Acquisition, Inc., a Delaware corporation, ("NCE Acquisition") and a wholly-owned subsidiary of the Company, has made a tender offer (the "Tender Offer") for all of the outstanding common stock of North Coast Energy, Inc., a Delaware corporation ("NCE"), and, following consummation of the Tender Offer, will merge with and into NCE with NCE as the surviving corporation (the "Merger"), pursuant to and on the terms and conditions contained in the Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 26, 2003, as amended and restated on December 4, 2003, among the Company, NCE Acquisition, NCE and Nuon Energy & Water Investments, Inc. ("NEW"). Concurrently with the consummation of the Merger, (1) NCE and its domestic subsidiaries (collectively, the "NCE Guarantors") will execute counterparts to this Agreement (the "Counterparts to this Agreement") and the Registration Rights Agreement (as defined below) (the "Counterparts to the Registration Rights Agreement"), which will cause the obligations of NCE Acquisition under this Agreement and the Registration Rights Agreement which survive past the closing date of the Merger to be contractually assumed by NCE and its domestic subsidiaries, (2) NCE and its domestic subsidiaries (collectively, the "NCE Guarantors") will enter into a supplemental indenture relating to the Indenture (the "Supplemental Indenture"), which Supplemental Indenture will cause the NCE Guarantors to guarantee the Offered Securities, and (3) the Company and certain subsidiaries of the Company will enter into an amended and restated senior secured credit agreement with Bank One, NA, as administrative agent, BNP Paribus, as syndication agent, and the lenders named therein, and Addison Energy, Inc., an Alberta, Canada corporation ("Addison Energy"), will enter into an amended and restated credit agreement with Bank ▇▇▇, ▇▇, ▇▇▇▇▇▇ Branch, as administrative agent, BNP Paribas (Canada) and JPMorgan Chase Bank, Toronto Branch, as co-syndication agents, and the lenders named therein (both credit agreements with the related guaranties and security documents, the "Amended Credit Facility"). The Amended Credit Facility will replace the existing credit agreement among the Company, Bank One, NA, as administrative agent, BNP Paribas and JPMorgan Chase Bank, as co-syndication agents, and the lenders named therein, and the existing credit agreement among Addison Energy and ▇▇▇▇ ▇▇▇, ▇▇, ▇▇▇▇▇▇ Branch, as administrative agent, BNP Paribas (Canada) and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ Branch, as co-syndication agents, and the lenders named therein (both existing credit agreements with the related guaranties and security documents, the "Existing Credit Agreement"). The Offered Securities will be unconditionally guaranteed (the "Guaranties") on a senior unsecured basis by each of the Company's domestic subsidiaries (the "EXCO Guarantors") and, immediately upon consummation of the Merger and execution of the Supplemental Indenture, by the NCE Guarantors. The NCE Guarantors and the EXCO Guarantors are listed on Schedule B hereto and are collectively referred to as the "Guarantors"). If the Closing Date (as defined below) occurs prior to the consummation of the Tender Offer, the Company will, on the Closing Date, deposit with Wilmington Trust Company (the "Escrow Agent") the gross proceeds of the offering of the Offered Securities, together with an amount of cash or treasury securities (the "Escrowed Funds") so that the amount in escrow will be sufficient to pay the special mandatory redemption price for the Offered Securities, when and if due. In the event that the Tender Offer is either terminated or not consummated on or prior to March 4, 2004 or the Merger Agreement is terminated at any time prior thereto, the Company will redeem the Offered Securities at a redemption price equal to 100% of the principal amount of the Offered Securities, plus accrued and unpaid interest to the date of redemption. If the Tender Offer is consummated on or prior to March 4, 2004, the Escrowed Funds will be released to the Company in accordance with the terms of the Escrow Agreement (the "Escrow Agreement") among the Company, the EXCO Guarantors and the Escrow Agent. The Offered Securities will on the Closing Date (as defined below) be secured on a second-priority basis by certain collateral (the "Collateral") as described in the Offering Document (as defined below) and, as will be more fully described in and pursuant to the Intercreditor Agreement to be dated as of January 1320, 20062004 among the Company, the EXCO Guarantors, Bank One, NA, as credit agent ("Credit Agent"), and as amended by the First Amendment theretoTrustee (the "Intercreditor Agreement"), dated as of March 1, 2008the Pledge Agreement between the Company and the Trustee, 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 collateral agent (in such capacity, the “Indenture Trustee”"Collateral Agent"). The Issuer is operated pursuant , to a Second Amended and Restated Trust Agreement, be dated as of January 1320, 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 2004 (the “Owner Trustee”"Pledge Agreement") and, together with the Intercreditor Agreement (the "Security Documents"). The Notes will be secured by certain assets Trustee, the Collateral Agent and each holder of the Issuer, Offered Securities and the successors and assigns of the foregoing are collectively referred to as the "Secured Parties". This Agreement (including the Collateral Certificate referred Counterparts to below (collectivelythis Agreement), 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 timeIndenture, the “Pooling and Servicing Agreement”)Supplemental Indenture, as supplemented by the Series 2002-CC Supplement (Offered Securities, 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 Exchange Securities (as defined in the Pooling and Servicing Registration Rights Agreement referred to below), the Registration Rights Agreement (including the Counterparts to the Registration Rights Agreement), the BankEscrow Agreement and the Security Documents are sometimes referred to in this Agreement collectively as the "Operative Documents." The Merger Agreement and the Amended Credit Facility are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger; provided, however, that for purposes of the representations and warranties set forth in Section 2 hereof insofar as servicer they relate to NCE and its subsidiaries, it is agreed and understood that the Company and the EXCO Guarantors are making such representations and warranties to the best of their knowledge. The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement, to be dated as of January 20, 2004 among the Company, the EXCO Guarantors and the Purchasers (the “Servicer”"Registration Rights Agreement"), and The Bank of New York Mellon for so long as such Offered Securities constitute "Transfer Restricted Securities" (formerly known as The Bank of New Yorkdefined in the Registration Rights Agreement), 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 Registration Rights 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 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 registering the resale of the Offered Securities under the Securities Act. Following the Tender Offer, the NCE Guarantors will become parties to the Registration Rights Agreement pursuant to the Counterparts to the Registration Rights Agreement. The Company and the Guarantors hereby agree with the provisions of the Securities Act of 1933, Purchasers 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 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 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 TrustPermanent Custodians Limited (ACN 001 426 384), a Delaware statutory trust limited liability public company under the Corporations Act of Australia in its capacity as trustee of ARMS II Global Fund I (the “Issuer”), and Capital One Funding, LLC, a Virginia limited liability company "Issuer Trustee") at the direction of Australian Securitisation Management Pty Limited (the “Company”ACN 103 852 428), as beneficiary manager (the “Beneficiary”"Trust Manager") of ARMS II Global Fund I (the Issuer, propose "Trust") proposes to sell to the notes several Underwriters listed in Schedule I hereto (the "Underwriters"), for whom you are acting as representative (the "Representative"), U.S.$1,000,000,000 principal amount of Class A Mortgage Backed Floating Rate Bonds (the "Class A Bonds") issued by the Trust. Each Class A Bond will be secured by the assets of the seriesTrust. The assets of the Trust include, classes among other things, a pool of variable and tranches designated fixed rate residential housing loans (the "Housing Loans") originated by Australian Mortgage Securities Ltd (ABN 89 003 072 446) ("AMS") including all monies at any time paid or payable thereon or in respect thereof from and after the Closing Date (as defined herein) with respect to payments of principal and interest, rights under certain insurance policies with respect to the Housing Loans, amounts on deposit in the applicable Terms Agreement accounts established in connection with the creation of the Trust and the issuance of the Bonds (as hereinafter defineddefined herein) (and the “Notes”)rights of the Issuer Trustee under the Basic Documents. The Notes Trust will be issued created pursuant to the IndentureMaster Trust Deed, dated as of October 9March 7, 20021995, between the Issuer Trustee and AMS, as amended and restated as on April 23, 2003 by a deed of January 13variation among the Issuer Trustee, 2006AMS and the Trust Manager (the "Master Trust Deed") and a fund creation notice, and as amended dated April 23, 2003 (the "Cut-off Date") given by the First Amendment theretoTrust Manager to the Issuer Trustee (the "Fund Creation Notice") which sets forth specific provisions regarding the Trust. The Bond Trust Deed, to be dated as of March 1on or about [ ], 2008, as supplemented 2003 (the "Bond Trust Deed") by and among the Asset Pool SupplementIssuer Trustee, the Indenture Supplement and Trust Manager, the Terms Document, each having the date stated in the applicable Terms Agreement Servicer (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”defined below), between Permanent Registry Limited (the Issuer "Security Trustee") and The Bank of New York, a New York Mellon banking corporation (formerly known as The Bank the "Bond Trustee") provides for the issuance and registration of New York), as trustee the Class A Bonds in accordance with the terms and conditions attached thereto (in such capacity, the “Indenture Trustee”"Supplementary Bond Terms"). 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 AMS 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, act 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”)Housing Loans. The Collateral Certificate is a series certificate under the Pooling Trust Manager 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 AMS are sold shall be referred to herein as each 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”, "AMS Party" 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"AMS Parties.” " The Company Class A Bonds will be issued in an aggregate principal amount of US$1,000,000,000. The Class B Bonds will be issued in an aggregate principal amount of A$[ ]. The Class B Bonds and any Fast Prepayment Bonds that may be issued after the date of this Agreement are collectively referred to as the "A$ Securities." The Class A Bonds and the A$ Securities are collectively referred to as the "Bonds." The Trust Manager 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 “"Securities Act”"), a shelf registration statement on Form S-3 (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02)statement, 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 StatementClass A Bonds.” 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 TrustSEMCO Energy, Inc., a Delaware statutory trust (the “Issuer”), and Capital One Funding, LLC, a Virginia limited liability company Michigan corporation (the “Company”), as beneficiary proposes, subject to the terms and conditions stated herein, to issue and exchange with Credit Suisse First Boston LLC (“CSFB” or the “Purchaser”) $94,641,000 principal amount of its 7¾% Senior Notes due 2013 (the “BeneficiaryOffered Securities”) 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 Indentureunder an indenture, dated as of October 9May 15, 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 2003 (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”), between the Issuer Company and The Bank of New York Mellon (formerly known as The Bank of New York)Fifth Third Bank, a Michigan banking corporation, as trustee (in such capacity, the “Indenture Trustee”). The Issuer United States Securities Act of 1933 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 Act.” Holders (USAincluding subsequent transferees) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, of the representatives of such Underwriters Offered Securities will have the registration rights set forth in the registration rights agreement (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 Registration Rights Agreement”), each of to be dated the Closing Date (as defined below), pursuant to 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 will agree to herein as the “Program Agreements.” The Company has prepared and filed file with the Securities and Exchange Commission (the “Commission”) in accordance with under the provisions of circumstances set forth therein, (i) a registration statement under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “ActExchange Offer Registration Statement”) relating to the Company’s 7¾% Senior Notes due 2013 in a like aggregate principal amount as the Company issued under the Indenture, identical in all material respects to the Offered Securities and registered under the Securities Act (the “Exchange Securities”), 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 offered in exchange for 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 Offered Securities (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant offer to Rule 424(b), is hereinafter exchange being referred to as the “Basic ProspectusExchange Offer”) relating and (ii) a shelf registration statement pursuant to Rule 415 under the Notes and Securities Act (the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement“Shelf Registration Statement” and, together with any amendment thereof or supplement theretothe Exchange Offer Registration Statement, is hereinafter the “Registration Statements”). The Offered Securities and the Exchange Securities are referred to collectively as the “ProspectusSecurities.”” The Company hereby agrees with the Purchaser as follows:

Introductory. Capital One Multi-asset Execution TrustEXCO Resources, Inc., a Delaware statutory trust Texas 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 the several initial purchasers named in Schedule A hereto (the “Company”), as beneficiary "Purchasers") U.S. $100,000,000 principal amount of its 71/4% Senior Notes due 2011 (the “Beneficiary”"Offered Securities") 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 Indentureunder an indenture, dated as of October 9January 20, 20022004 among the Company, the Subsidiary Guarantors (as defined therein) and Wilmington Trust Company, as amended and restated Trustee (the "Trustee") (the "Original Indenture"), as of January 13, 2006, and as amended supplemented by the First Amendment Supplemental Indenture thereto, dated as of March 1January 27, 20082004 (the Original Indenture, as supplemented by the Asset Pool SupplementFirst Supplemental Indenture, is referred to herein as the "Indenture"), on a private placement basis pursuant to an exemption under Section 4(2) of the United States Securities Act of 1933, as amended (the "Securities Act"). The Offered Securities will be unconditionally guaranteed (the "Guaranties") on a senior unsecured basis by each of the Company's domestic subsidiaries listed on Schedule B hereto (the "Guarantors"). Concurrently with the consummation of the issue and sale of the Offered Securities set forth in this Agreement, the Indenture Supplement Company and certain subsidiaries of the Company will enter into an amendment to the amended and restated senior secured credit agreement with Bank One, NA, as administrative agent, BNP Paribas, as syndication agent, and the Terms Documentlenders named therein, each having and Addison Energy, Inc., an Alberta, Canada corporation ("Addison Energy"), will enter into an amendment to the date stated amended and restated credit agreement with Bank ▇▇▇, ▇▇, ▇▇▇▇▇▇ Branch, as administrative agent, BNP Paribas (Canada) and JPMorgan Chase Bank, Toronto Branch, as co-syndication agents, and the lenders named therein (both credit agreements with the related guaranties and security documents, as amended, the "Amended Credit Facility"). The Offered Securities will on the Closing Date (as defined below) be secured on a second-priority basis by certain collateral (the "Collateral") as described in the applicable Terms Agreement Offering Document (as so supplemented defined below) and, as will be more fully described in and pursuant to the Intercreditor Agreement dated as otherwise modified or amended from time to timeof January 20, 2004 among the Company, certain guarantors, Bank One, NA, as credit agent ("Credit Agent"), and the Trustee (the "Intercreditor Agreement"), the “Indenture”), Pledge Agreement between the Issuer Company and The Bank of New York Mellon (formerly known as The Bank of New York)the Trustee, as trustee collateral agent (in such capacity, the “Indenture Trustee”"Collateral Agent"). The Issuer is operated pursuant to a Second Amended and Restated Trust Agreement, dated as of January 1320, 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 2004 (the “Owner Trustee”"Pledge Agreement") and, together with the Intercreditor Agreement (the "Security Documents"). 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 Agent and Servicing Agreement that represents undivided interests in certain assets each holder of the Master Trust. The Notes designated in Offered Securities and the applicable Terms Agreement will be sold in a public offering by successors and assigns of the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes foregoing 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)"Secured Parties". 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 This Agreement, the Indenture, the Collateral Certificate Offered Securities, the Exchange Securities (as defined in the Registration Rights Agreement referred to below), the Registration Rights Agreement, the Security Documents and the Notes Amended Credit Facility are collectively sometimes referred to herein in this Agreement collectively as the “Program Agreements"Operative Documents.” " The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement, dated as of April 1, 2004 among the Company, the Guarantors and the Purchasers (the "Registration Rights Agreement"), for so long as such Offered Securities constitute "Transfer Restricted Securities" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Company has prepared and filed agrees to file a registration statement with the Securities and Exchange Commission (the “"Commission”") in accordance registering the resale of the Offered Securities under the Securities Act. The Offered Securities and the Exchange Securities are referred to collectively as the "Securities". The Company and the Guarantors hereby agree with the provisions of the Securities Act of 1933, Purchasers 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, 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 161819634 COMET Class A(2025-1) 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 161819634 COMET Class A(2025-1) 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 TrustTRIP Rail Master Funding LLC (in the process of changing its name to Triumph Rail LLC), a Delaware statutory trust limited liability company (the “Issuer”), and Capital One Fundinga wholly owned subsidiary of TRIP Rail Holdings LLC (“TRIP Holdings”) (who will contribute all of its membership interests in the Issuer to Triumph Rail Holdings LLC (“Triumph Holdings”) on June 15, LLC2021), a Virginia limited liability company joint venture among Trinity Industries Leasing Company (“TILC”), a minority member of TRIP Holdings, and other members that are unaffiliated with TILC, proposes, subject to the terms and conditions stated herein, to issue and sell to Credit Suisse Securities (USA) LLC (“CS”), ▇▇▇▇▇ Fargo Securities LLC (“▇▇▇▇▇ Fargo”), Credit Agricole Securities (USA) Inc. (“CA”), Deutsche Bank Securities Inc. (“DB”), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC (“MS”), BofA Securities, Inc. (“BofA”) and Fifth Third Securities, Inc. (“Fifth Third”) (each, an “Initial Purchaser” and collectively, the “Initial Purchasers”) U.S. $535,038,000 principal amount of its Series 2021-2 Class A Green Secured Railcar Equipment Notes (the “CompanyClass A Notes”), as beneficiary ) and U.S. $25,392,000 principal amount of its Series 2021-2 Class B Green Secured Railcar Equipment Notes (the “BeneficiaryClass B Notes” and, together with the Class A Notes, the “Offered 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, 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 Master 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 AgreementIndenture”), as supplemented by the Series 20022021-CC 2 Supplement thereto (the “Series Supplement2021-2 Supplemental Indenture” and, together with the Master Indenture, the “Indenture”), each to be dated as of October 9on or about June 15, 20022021, between the Issuer and U.S. Bank National Association, 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 indenture trustee (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 United States Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated 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 are herein referred to as the “Basic Prospectus”) relating Securities Act.” Capitalized terms used but not defined herein shall have the meanings given to such terms in 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 Offering Circular (as the “Prospectusdefined below).”

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 $349,550,000 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 2007-2 Asset Backed Notes (the “Notes”), to the Underwriters (as defined hereinafter) for whom you are acting as Representatives. The Issuer is a Delaware statutory trust formed pursuant to (a) a Trust Agreement, dated as of October 16, 2002 (the “Trust Agreement”), between the Transferor and Wilmington Trust Company (“WTC”), 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 issued pursuant to the a Master Indenture, dated as of October 924, 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 2002 (as so supplemented and as otherwise modified or amended from time to timeamended, the “Master Indenture”), between the Issuer and The Bank of New York Mellon Trust Company, N.A. (formerly known as successor to The Bank of New York) (“BNYTC”), as indenture trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated pursuant , as supplemented by the Series 2▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Supplement with respect to a Second Amended and Restated Trust Agreement, the Notes to be dated as of January 13, 2006 the Closing Date (as modified or amended from time to timedefined below) (the “Indenture Supplement,” and together with the Master Indenture, 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 primary asset of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, Issuer is a national banking association certificate (the “Bank” and Collateral Certificate”) representing a beneficial interest in the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended by assets held in 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 Bankcard Master Credit Card Trust (the “Master Certificate Trust”) ), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of September 30October 24, 1993, 2002 (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 timesupplemented, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement among FNF LLC, First National Bank of Omaha, a national banking association (the “Series SupplementBank”), 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 BNYTC (formerly known as successor to The Bank of New York), as trustee (in such capacity, the “Master Certificate Trust Trustee”). References herein , and the Collateral Series Supplement, dated as of October 24, 2002, to the Pooling and Servicing Agreement, unless otherwise specified, shall mean Agreement (the Pooling “Collateral Supplement” and Servicing Agreement as supplemented by the Series Supplement. Pursuant to together with the Pooling and Servicing Agreement, the “Pooling and Servicing Agreement”). The assets of the Certificate Trust include, among other things, certain amounts due (the “Receivables”) on a portfolio of Visa® and MasterCard® revolving credit card accounts owned by the Bank (the “Accounts”). The Receivables are transferred to the Certificate Trust pursuant to the Pooling and Servicing Agreement. The Receivables transferred to the Certificate Trust by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of October 24, 2002 (as amended, the “Receivables Purchase Agreement”), between the Transferor and the Bank. The Collateral Certificate was transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of October 24, 2002 (as amended, the “Transfer and Servicing Agreement”), among the Transferor, the Bank, as 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 Transfer and Servicing Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of October 924, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 2002 (the “Transfer Administration Agreement”), among the Issuer, the Transferor, between the Bank, as administratoradministrator (in such capacity, the “Administrator”), and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”)Issuer. The Collateral Certificate is a series certificate under Transfer and Servicing Agreement, the Pooling and Servicing Agreement, the Receivables Purchase Agreement, the Indenture, the Trust Agreement that represents undivided interests in certain assets of and the Master Trust. The Notes designated in Administration Agreement are referred to herein, collectively, as the applicable Terms “Transaction Documents.” 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 is 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 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) LLCBarclays Capital Inc., RBC Capital Markets, LLC Citigroup Global Markets Inc. and ▇▇▇▇▇▇▇ Fargo SecuritiesLynch, LLCPierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, 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. 333-189293167097, ▇▇▇-▇▇▇▇▇▇-▇▇ 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 TrustMetris Receivables, Inc. (the "Transferor), a Delaware statutory trust corporation, and a wholly owned subsidiary of Metris Companies Inc. ("Metris"), proposes to sell $616,250,000 ____% Asset-Backed Certificates, Series 1997-1, Class A (the “Issuer”)"Class A Certificates") and $106,250,000 ____% Asset-Backed Certificates, and Capital One FundingSeries 1997-1, LLC, a Virginia limited liability company Class B (the “Company”)"Class B Certificates" and together with the Class A Certificates, as beneficiary (the “Beneficiary”"Offered Certificates") of the Issuer, propose to sell Metris Master Trust (the notes "Trust"). Each Offered Certificate 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, a Bank Receivables Purchase Agreement dated as of October 9May 26, 20021995 (together with an Assignment and Assumption Agreement dated as of September 16, 1996 among Fingerhut Companies, Inc., as amended assignor, Metris, as assignee, and restated as of January 13, 2006Direct Merchants Bank, 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”"Bank Purchase Agreement), between then subsequently transferred 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 Amended and Restated Trust Agreement, Purchase Agreement dated as of January 13May 26, 2006 1995 (together with an Assignment and Assumption Agreement dated as modified or of September 16, 1996 among Fingerhut Companies, Inc., as assignor, Metris, as assignee, and the Transferor, and as 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, ") and then sold by the Transferor to the Trust pursuant to a Pooling and Servicing Agreement dated as of July 1May 26, 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 1995 (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 CompanyTransferor, as Transferor (as defined in the Pooling and Servicing Agreement), 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 Certificates will be issued pursuant to the P&S and the Series 1997-1 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 Class C Certificates and Class D Certificates will also be issued pursuant to the Pooling and Servicing Agreement and, together with the Offered Certificates, are referred to herein as the "Investor Certificates." The Bank Purchase Agreement, unless otherwise specified, shall mean 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 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 ▇▇▇▇▇▇ Brothers Inc. 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") with the Company under which the Bank will sell receivables of $637,500,000 principal amount of Class A Floating Rate Asset Backed Certificates, Series 2000-1 (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 2000-1 Supplement to the P&S Agreement, to be dated as of August 1, 2000 (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 August 1, 2000 (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 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 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 [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”). The assets of the IssuerIssuer include, including the Collateral Certificate referred to below among other things, certain amounts due (collectively, the “CollateralReceivables”). Capital One ) on a portfolio of Visa® and MasterCard® revolving credit card accounts (the “Accounts”) owned by First National Bank (USA), National Associationof Omaha, a national banking association (the “Bank” ”). The Receivables are transferred to the Issuer pursuant to the Second Amended and Restated Transfer and Servicing Agreement, dated as of September 23, 2016 (as amended, the “SellerTransfer and Servicing Agreement”), has entered into among the Transferor, the Bank 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 Due Diligence and Risk Retention Rules and UK Due Diligence and Risk 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 Due Diligence and Risk 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. As used in this paragraph, “UK Due Diligence and Risk Retention Rules” refers, collectively, to SECN 5 (the “FCA Risk Retention Rules”), SECN 4 (the “FCA Due Diligence Rules”), Article 6 of Chapter 2 and Chapter 4 of the PRA Securitization Rules (the “PRA Risk Retention Rules”), Article 5 of Chapter 2 of the PRA Securitisation Rules (the “PRA Due Diligence Rules”) and regulations 32B, 32C and 32D of the Securitisation Regulations 2024 (SI 2024/102) (the "OPS Due Diligence Rules"). As used in this paragraph “PRA Securitization Rules” refers to the Securitization Part of the rulebook of published policy of the Prudential Regulation Authority and “SECN” refers to the securitization sourcebook of the handbook of rules and guidance adopted by the Financial Conduct Authority 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 TrustFerrellgas, L.P., a Delaware statutory trust (the “Issuer”), and Capital One Funding, LLC, a Virginia limited liability company partnership (the “Company”), as beneficiary and Ferrellgas Finance Corp., a Delaware corporation (“Finance Corp.,” and together, with the Company, the “Issuers”), propose to issue and sell to the several Initial Purchasers named in Schedule A (the “BeneficiaryInitial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 aggregate principal amount of the Issuers’ 6.50% Senior Notes due 2021 (the “Securities”). ▇.▇. ▇▇▇▇▇▇ Securities LLC has agreed to act as representative (the “Representative”) of the Issuer, propose to sell several Initial Purchasers in connection with the notes offering and sale of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”)Securities. The Notes Securities will be issued pursuant to the Indenturean indenture, dated as of October 9November 24, 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 2010 (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”), between among the Issuer Issuers 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 Securities will be issued only in book-entry form in the name of January 13, 2006 (as modified or amended from time to time, the “Trust Agreement”), between the CompanyCede & Co., as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank nominee of The Depository 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 TrustDepositary”) pursuant to a blanket letter of representations and 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 riders thereto, to be dated as of March 1, 2008 and as further amended by on or before 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 Closing Date (as defined in the Pooling and Servicing Agreement), the Bank, as servicer Section 2 hereof) (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 DTC Agreement”), among the IssuerIssuers, the TransferorTrustee and the Depositary. The holders of the Securities will be entitled to the benefits of a registration rights agreement, to be dated as of November 9, 2010 (the Bank“Registration Rights Agreement”), among the Issuers and the Initial Purchasers, pursuant to which the Issuers will agree to file with the Commission (as administratordefined below), under the circumstances set forth therein, (i) a registration statement (the “Exchange Offer Registration Statement”) under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Securities (the “Exchange Securities”) to be offered in exchange for the Securities (the “Exchange Offer”) and (ii) to the extent required by the Registration Rights Agreement, a shelf registration statement (the “Shelf Registration Statement”) pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Securities, and the Indenture Trusteein each case, to use its reasonable best efforts to cause such registration statements to be declared effective. On November 9, 2010, the Company has caused the Master Trust to issue to the Issuer a collateral certificate commenced an offer (the “Collateral CertificateTender Offer”). The Collateral Certificate is a series certificate under the Pooling ) to purchase for cash any and Servicing Agreement that represents undivided interests in certain assets all of the Master Trust. The Issuers’ outstanding 6.75% Senior 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 due 2014 (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 “UnderwritersOutstanding Notes”), which shall include Credit Suisse ) and entered into a dealer manager agreement (the “Dealer Manager Agreement”) with ▇.▇. ▇▇▇▇▇▇ Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, as joint dealer managers in connection with the representatives Tender Offer. The Issuers intend to use the net proceeds from the offering of such Underwriters (each a “Representative”the Securities, together with cash on hand, to pay the consideration, and collectively related costs and expenses, for any Outstanding Notes to be purchased pursuant to the “Representatives”, which, if Tender Offer. The closing of the context herein does require, shall include such Representatives in their capacity as Underwriters offering of the Securities is not contingent on the consummation of the Tender Offer or the purchase of any Outstanding Notes or in connection therewith. The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as Representatives). Notes sold defined below) and agree that the Initial Purchasers may resell, subject to the Underwriters for which conditions set forth herein, all or a portion of the Representatives are acting as representatives shall be sold pursuant Securities 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 purchasers (the “Agreement,” which shall include Subsequent Purchasers”) on 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 set forth in the Indenture or Pricing Disclosure Package (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 first time when sales 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 Securities are collectively made is referred to herein as the “Program Agreements.” Time of Sale”). The Company has prepared Securities are to be offered and filed sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of under the Securities Act of 1933, 1933 (as amended, and the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission thereunder promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (collectivelyincluding the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 9, 2010 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 9, 2010 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange 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,” which term, as amended at the time of effectivenessused herein, 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 includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “Rules amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and Regulations”) include all information filed under the Exchange Act a supplement (after the “Prospectus Supplement”) to the prospectus included Time of Sale and incorporated by reference in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed Final Offering Memorandum. The Issuers hereby confirm their agreements with the Commission pursuant to Rule 424(b), is hereinafter referred to Initial 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 TrustC&D Technologies, 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 purchasers named in Schedule A hereto (the “BeneficiaryPurchasers”) U.S. $54,500,000 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) its 5.50% Convertible Senior Notes due 2026 (the “NotesOffered Securities”). The Notes will ) which are convertible into shares of common stock, $0.01 par value, of the Company (the “Underlying Shares” and, together with the Offered Securities, the “Securities”) to be issued pursuant under an indenture substantially in the form of Exhibit A attached hereto to the Indenture, be dated as of October 9November 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 2006 (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”), between the Issuer Company and The Bank of New York Mellon York, as Trustee, on a private placement basis pursuant to an exemption under Section 4(2) of the United States Securities Act of 1933, as amended (formerly known as The Bank of New Yorkthe “Securities Act”), and hereby agrees with the several Purchasers as trustee follows: The Offered Securities will be convertible into shares of common stock, par value $0.01 per share, of the Company (the “Common Stock ”) in such capacityaccordance with the terms of, and subject to the limitations set forth in, the “Indenture Trustee”)Offered Securities and the Indenture, at the initial conversion rate specified in Schedule B hereto. The Issuer is operated pursuant holders of the Offered Securities will be entitled to the benefits of a Second Amended and Restated Trust Agreement, Registration Rights Agreement substantially in the form of Exhibit B attached hereto to be dated as of January 13November 21, 2006 among the Company and the Purchasers (as modified or amended from time to time, the “Trust Registration Rights 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 pursuant 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 the Company under which the Bank will sell receivables (the “Receivables”) generated from time agrees 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 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 Act of 1933, as amended, and the rules and regulations of Underlying Shares under the Commission thereunder (collectivelySecurities Act. This Agreement, the “Act”)Indenture, a shelf registration statement on Form S-3 (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02), including a form of prospectus, relating to the Notes Registration Rights Agreement 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 Offered Securities are hereinafter referred to as the “Basic Prospectus”) relating Transaction Documents.” Capitalized terms used but not defined herein shall have the respective meanings given to them in 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.”Indenture

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 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, Barclays Capital Inc. and Credit Suisse Securities (USA) LLC (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 2019-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 333-189293-02226529), 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 November 6, 2018 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 TrustRental Car Finance Corp., a Delaware statutory trust (the “Issuer”), and Capital One Funding, LLC, a Virginia limited liability company an Oklahoma corporation (the “Company”) and a wholly-owned subsidiary of Dollar Thrifty Automotive Group, Inc., a Delaware corporation (“DTAG”), as beneficiary proposes, subject to the terms and conditions stated herein, to issue and sell to ▇.▇. ▇▇▇▇▇▇ Securities Inc. (“JPMorgan”), Deutsche Bank Securities Inc. (“Deutsche Bank”), ABN AMRO Incorporated (“ABN AMRO”), BNP Paribas Securities Corp., (“BNP Paribas”), Credit Suisse Securities (USA) LLC (“Credit Suisse”), Dresdner Kleinwort ▇▇▇▇▇▇▇▇▇▇▇ Securities LLC (“Dresdner Kleinwort ▇▇▇▇▇▇▇▇▇▇▇”) and Scotia Capital (USA) Inc. (“Scotia Capital”) and (each an “Initial Purchaser” and together, the “BeneficiaryInitial Purchasers”) $600,000,000 principal amount of its Series 2006-1 Floating Rate Rental Car Asset Backed Notes, Class A (collectively, the Issuer“Offered Securities”) to be issued under (i) a base indenture dated as of December 13, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement 1995 (as hereinafter defined) (amended, modified or supplemented to the date hereof, the “NotesBase Indenture”). The Notes will be issued pursuant , and a Series 2006-1 Supplement to the Base Indenture, dated as of October 9March 28, 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 2006 (as so supplemented and as otherwise modified or amended from time to time, the “IndentureSeries 2006-1 Supplement”), 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”), Company and Deutsche Bank Trust Company Delaware, a Delaware banking corporationAmericas, as owner trustee Trustee ( the “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”)Base Indenture, as supplemented by the Series 20022006-CC Supplement (the “Series 1 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.” Series 2006-1 Indenture”). The Company has prepared Offered Securities will be offered and filed with sold to the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of Initial Purchasers on a private placement basis without being registered under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder amended (collectively, the “Securities Act”), a shelf pursuant to an exemption from the 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 requirements 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 Securities 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 $300,000,000 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 2015-1 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 13December 20, 2006 2012 (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 First Amended and Restated Master Indenture, dated as of December 20, 2012 (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. (“U.S. Bank”), as indenture trustee (the “Indenture Trustee”), as supplemented by certain the Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ 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 First Amended and Restated Transfer and Servicing Agreement, dated as of December 20, 2012 (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 First Amended and Restated Receivables Purchase Agreement, dated as of July 1December 20, 20072012 (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 First Amended and Restated Pooling and Servicing Administration Agreement, dated as of September 30December 20, 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 2012 (as so amended and restated and as otherwise modified or amended from time to timeamended, 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 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 Trust Receivables Purchase Agreement, the Indenture, the Trust 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 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 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, Citigroup Global Markets Inc. and ▇▇▇▇▇ Fargo Securities, LLC (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 2019-asset Execution Trust2, 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 333-189293-02226529), 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 November 6, 2018 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 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 TrustShared Technologies Fairchild Commun▇▇▇▇▇▇▇▇ Corp., a Delaware statutory trust corporation (the “"Issuer”"), proposes to issue and Capital One Funding, LLC, a Virginia limited liability company sell to the initial purchasers named in Schedule A hereto (the “Company”), as beneficiary "Initial Purchasers") $163,637,000 principal amount of its 12 1/4% Senior Subordinated Discount Notes Due 2006 (the “Beneficiary”"Notes") to be unconditionally guaranteed on a senior subordinated basis ("the Guaranties") by Shared Technologies Inc. to be renamed Shared Technologies Fairchild Inc. ("▇▇▇▇") and by each subsidiary of the IssuerIssuer listed on the signature pages hereto (each a "Subsidiary"; collectively, propose to sell the notes of "Subsidiaries" and, together with STFI, the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”"Guarantors"). The Notes will and the Guaranties are collectively referred to as the "Offered Securities". The Offered Securities are to be issued pursuant to the 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, to be dated as of March 1, 2008, as supplemented by 1996 (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 Issuer, the Guarantors named therein and The Bank the United States Trust Company 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 Pursuant to a Second Amended an Agreement and Restated Trust AgreementPlan of Merger, dated as of January 13November 9, 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, 19931995, as amended on February 2 and restated as of August 123, 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 1996 (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 "Merger 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 Shared Technologies Inc. (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”"STI"), which shall include Credit Suisse Securities Fairchild Indus▇▇▇▇▇, ▇nc. (USA"FII"), RHI Holdings, Inc. ("RHI") LLC, RBC Capital Markets, LLC and The Fairchild Corpo▇▇▇▇▇▇ Fargo Securities("TFC"), LLCFII will be merged with and into STI (the "Merger") and STI, as the representatives surviving corporation, will be renamed Shared Technologies Fairchild Inc. ("▇▇▇▇"). As preconditions to the Merger, (i) FII will undergo a recapitalization (the "FII Recapitalization") pursuant to which FII will transfer all of such Underwriters (each a “Representative”its assets to, and collectively cause all of its liabilities to be assumed by, its immediate parent, RHI or RHI's affiliates except for the “Representatives”assets and liabilities of the communication services business of FII and certain other specified liabilities and (ii) STI will cause the Issuer to be incorporated. As part of the Merger, whichRHI, if TFC and Fairchild Holdi▇▇ ▇▇▇▇. will enter into indemnification agreements (the context herein does require, shall include such Representatives in their capacity "Indemnification Agreements") pursuant to which they will indemnify STFI with respect to the liabilities assumed by RHI as Underwriters part of any Notes or as Representatives)the FII Recapitalization. Notes The Offered Securities will be offered and sold to the Underwriters Initial Purchasers without being registered under the Securities Act of 1933 (the "Securities Act"), in reliance on an exemption therefrom. The Issuer has prepared a preliminary offering circular dated February 17, 1966 (such preliminary offering circular being hereinafter referred to as the "Preliminary Offering Circular"), and an offering circular dated March 8, 1996 (such offering circular, in the form first furnished to the Initial Purchasers for which use in connection with the Representatives are acting offering of the Securities, being hereinafter referred to as representatives shall be sold pursuant to one or more Terms Agreementsthe "Offering Circular"), among setting forth information regarding the Issuer, the Company, the Seller Guarantors and the RepresentativesOffered Securities. The Issuer and each Guarantor, jointly and severally, hereby confirm that they have authorized the use of the Preliminary Offering Circular and the Offering Circular in connection with the offering and sale of the Securities. (i) a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement registration statement (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”Offer Registration Statement") in accordance with the provisions of under the Securities Act of 1933, as amendedamended (the "Securities Act"), registering an issue of a series of senior notes (the "Exchange Securities") identical in all material respects to the Offered Securities (except that the Exchange Securities will not contain terms with respect to transfer restrictions) to be offered in exchange for the Offered Securities (the "Exchange Offer") and (ii) under certain circumstances specified in the rules and regulations of the Commission thereunder (collectively, the “Act”)Registration Rights Agreement, 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 415 under the ActSecurities Act (the "Shelf Registration Statement"). This Agreement, is the Indenture, the Registration Rights Agreement and each Guaranty are referred to in this Agreement herein collectively as the “Registration Statement.” "Operative Documents". The Company proposes Issuer and each Guarantor are referred to file herein individually as a "Relevant Company" and collectively as the "Relevant Companies". The Issuer, each Subsidiary and STFI, jointly and severally, 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 Initial 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 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 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 TrustAspen Insurance Holdings Limited, a Delaware statutory trust (an exempted company incorporated under the “Issuer”), and Capital One Funding, LLC, a Virginia limited liability company laws of Bermuda (the “Company”), as beneficiary proposes to issue and sell to the several underwriters (the “BeneficiaryUnderwriters”) named in Schedule I hereto for whom you are acting as representatives (the “Representatives”) $300,000,000 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 5.750% Senior Notes due 2030 (the “Notes”). The respective principal amounts of the Notes will to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Notes are 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 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 under an indenture (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 SupplementOriginal Indenture”), dated as of October 9August 16, 20022004, as amended by and between the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling Company and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Deutsche Bank of New York Mellon (formerly known as The Bank of New York)Trust Company Americas, as trustee (in such capacitythe “Trustee”), as amended and supplemented by the Fifth Supplemental Indenture, to be dated on or around June 13, 2025 (together with the Original Indenture, the “Master Trust TrusteeIndenture”). References herein to ) between 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, Company and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by Trustee. To 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 extent there are no additional 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, LLCother than you, the representatives of such Underwriters (each a “Representative”term Representatives as used herein shall mean you, as Underwriters, and collectively the “Representatives”, which, if terms Representatives and Underwriters shall mean either the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes singular 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, plural as the context otherwise requires or if such term is otherwise defined in requires. Any reference herein to the Indenture Registration Statement, the Base Prospectus, any Preliminary Prospectus Supplement or the Pooling Final Prospectus Supplement (each as defined below) shall be deemed to refer to and Servicing Agreement, each capitalized term used or defined herein or in include the applicable Terms Agreement shall relate only documents incorporated by reference therein pursuant to Item 6 of Form F-3 which were filed under the Notes designated in the applicable Terms Agreement and no other series, class or tranches Securities Exchange Act 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, 20021934, as amended by the First Amendment thereto dated as of March 1amended, 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 rules and filed with regulations of 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 promulgated 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 RegulationsExchange Act”) under on or before the Act a supplement Effective Date (the “Prospectus Supplement”as defined below) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in of the Registration Statement or in the form most recently revised and filed with issue date of the Commission pursuant to Rule 424(b)Base Prospectus, is hereinafter referred to as any Preliminary Prospectus Supplement or the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Final Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the case may be; and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus., any Preliminary Prospectus Supplement or the Final Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus Supplement or the Final Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. The Company hereby agrees, pursuant to this underwriting agreement (the “Agreement”), with the Underwriters as follows:

Introductory. Capital One Multi-asset Execution TrustCredit Suisse First Boston Mortgage Securities Corp., a Delaware statutory corporation (the "Depositor"), proposes to form a commercial mortgage trust (the “Issuer”"Trust"), and Capital One Fundingwhich will issue securities entitled Credit Suisse First Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, LLCSeries 2001-CK1, a Virginia limited liability company (certain classes of which securities the “Company”), as beneficiary (the “Beneficiary”) of the Issuer, propose Depositor proposes to sell to you hereunder (such classes of such securities to be sold hereunder, collectively, the notes of the series"Certificates"). Each Certificate will evidence a fractional undivided, classes and tranches designated percentage interest or beneficial interest in the applicable Terms Agreement Trust. The terms on which the Trust will issue the Certificates will be specified in the Prospectus (as hereinafter defined) (the “Notes”defined herein). The Notes property of the Trust will be issued pursuant to the Indentureconsist of a pool of 142 mortgage loans, 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 157 multifamily and commercial properties (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 "Mortgage Loans") that will be purchased by the First Amendment theretoDepositor from Column Financial, dated as of March 1Inc. ("Column") and KeyBank National Association ("KeyBank" and, 2008 (together with Column, 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”"Mortgage Loan Sellers") pursuant to separate Mortgage Loan Purchase Agreements (each, a "Mortgage Loan Purchase Agreement"). The assets of the Amended Trust are collectively referred to herein as the "Trust Fund". The Mortgage Loans will be transferred to the Trust, and Restated the Certificates will be issued, pursuant to a 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 2001 (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 CompanyDepositor, KeyCorp Real Estate Capital Markets, Inc. d/b/a Key Commercial Mortgage, as Transferor (as defined in the Pooling and Servicing Agreement), the Bank, as master servicer (the “"Master Servicer”"), ORIX Real Estate Capital Markets, LLC, as special servicer (the "Special Servicer"), and The ▇▇▇▇▇ Fargo Bank of New York Mellon (formerly known as The Bank of New York)Minnesota, N.A., as trustee (in such capacity, the “Master Trust "Trustee”"). References herein The offering of the Certificates made pursuant to the Pooling Registration Statement (as defined herein) will be made through you as underwriters. This Agreement provides for the sale of such Certificates to, and Servicing Agreementthe purchase and offering thereof by, unless you, as underwriters (the "Underwriters" and, individually, an "Underwriter"). Schedule I shall specify the principal balance of each class of the Certificates to be issued and any terms thereof not otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to specified in the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as classes 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 Certificates subject 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 Agreementprice at which such Certificates are to be purchased by the Underwriters from the Depositor, the Pooling aggregate amount of Certificates to be purchased by you and Servicing Agreement, the Trust Agreement, initial public offering price or the Amended and Restated Limited Liability Company Agreement method by which the price at which such Certificates are to be sold will be determined. The offering of the Company dated as of July 31, 2002, as amended Certificates will be governed by the First Amendment thereto dated as of March 1, 2008 (the “LLC this 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 Onyx Acceptance Financial Corporation (the “Issuer”), and Capital One Funding, LLC, a Virginia limited liability company "Company") proposes to cause Onyx Acceptance Grantor Trust 1997-3 (the “Company”)"Trust") to sell to Merr▇▇▇ ▇▇▇ch, as beneficiary Pierce, Fenn▇▇ & ▇mit▇ ▇▇▇orporated (the “Beneficiary”"Underwriter") of the Issuer____% Auto Loan Pass-Through Certificates, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) Series 1997-3 (the “Notes”"Certificates"). The Notes Certificates will be issued pursuant to the Indenture, dated as of October 9, 2002, as amended a Pooling 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 Servicing 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 Seller, Onyx Acceptance Corporation as transferor Servicer (in such capacity, the “Transferor”"Servicer" or "Onyx"), and Deutsche Bank Bankers 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 1997 (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 . Pursuant to an insurance and reimbursement agreement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, "Insurance Agreement") among the Company, as Transferor Onyx Acceptance Corporation, the Trustee and Capital Markets Assurance Corporation (as defined in "the Pooling and Servicing AgreementInsurer"), the Bank, as servicer Insurer has issued its surety bond (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 "Surety Bond") to the Pooling Trustee for the benefit of the Certificateholders guaranteeing timely payment of interest and Servicing Agreement, unless otherwise specified, shall mean principal on 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”)Certificates. 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 Trust will include, among other things, (i) a pool (the applicable Terms Agreement will be sold in a public offering "Contract Pool") of fixed rate Rule of 78's and Simple Interest Method motor vehicle retail installment sales contracts (the "Contracts") secured by new and used automobiles and light- duty trucks (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”"Financed Vehicles"), which shall include Credit Suisse Securities certain monies due or to become due thereunder on or after the Cutoff Date (USA) LLCas hereinafter defined), 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 Contracts to be 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, Trust by the Seller and serviced by the RepresentativesServicer, (ii) the Surety Bond, (iii) security interests in the Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual obligors under each related Contract and the right to proceeds under a form blanket insurance policy, (iv) all amounts on deposit in the Collection Account, (v) the right of the Company to cause Onyx to repurchase certain Contracts under certain circumstances, and (vi) all proceeds of the foregoing. The Certificates will be issued in an aggregate principal amount of $___________ which is attached hereto equal to the sum of $___________ outstanding principal balance of Contracts as Exhibit A (eachof September 1, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement 1997 (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires"Cut-Off Date"). To the extent not defined herein, capitalized Capitalized terms used herein and not otherwise herein defined shall have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in The Company hereby agrees with the applicable Terms AgreementUnderwriter, 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.”follows:

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 TrustBA Residential Securities, Inc., 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”"Underwriter"), as beneficiary $ principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the “Beneficiary”"Offered Certificates") having the aggregate initial Class Certificate Balances set forth in Schedule I (subject to an upward or downward variance, 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 fixed interest rate mortgage loans having original terms to maturity of not more than 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 , 200 , between the Company and , a (" "). As of the Securities Act close of 1933, business on the date specified in Schedule I as amended, and the rules and regulations of cut-off date (the Commission thereunder (collectively"Cut-Off Date"), the “Act”), a shelf registration statement on Form S-3 (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02), including a form of prospectus, relating to Mortgage Loans will have 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 aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall 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 "Agreement." An election will be made to treat the Notes assets of the Trust Estate as a real estate mortgage investment conduit (the "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, dated , 200 (the "Pooling Agreement"), among the Company, as depositor, Bank of America, N.A., as servicer (the "Servicer"), and , as trustee (the "Trustee"). 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 method purchase agreement, to be dated , 200 , among Banc of distribution thereof. The Basic Prospectus America Securities LLC, as Purchaser, the Company and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter Servicer (the "Purchase Agreement") are collectively referred to herein as the “Prospectus"Basic Documents.”" Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling 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 Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “RepresentativesUnderwriter”, 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 Underwriter shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the RepresentativesUnderwriter, 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.”