Capital One Master Trust Sample Contracts

Capital One Master Trust – CAPITAL ONE MULTI-ASSET EXECUTION TRUST as Issuer and THE BANK OF NEW YORK MELLON as Indenture Trustee INDENTURE Dated as of October 9, 2002, As amended and restated as of January 13, 2006 and March 17, 2016 (March 17th, 2016)

THIS INDENTURE between CAPITAL ONE MULTI-ASSET EXECUTION TRUST, a statutory trust organized under the laws of the State of Delaware (the “Issuer”), having its principal office at E.A. Delle Donne Corporate Center, Montgomery Building, 1011 Centre Road, Wilmington, DE 19805-1266, and THE BANK OF NEW YORK MELLON, a New York banking corporation, in its capacity as Indenture Trustee (the “Indenture Trustee”), is made and entered into as of October 9, 2002, as amended and restated as of January 13, 2006 and March 17, 2016.

Capital One Master Trust – CAPITAL ONE MASTER TRUST SECOND AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (March 17th, 2016)

This SECOND AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of March 17, 2016 (the “Amendment”) to the Amended and Restated Receivables Purchase Agreement, dated as of August 1, 2002, as amended and restated as of July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Agreement”), is entered into between CAPITAL ONE BANK (USA), NATIONAL ASSOCIATION, a national banking association (the “Bank” or “Capital One”), and CAPITAL ONE FUNDING, LLC, a Virginia limited liability company (“Funding”).

Capital One Master Trust – CAPITAL ONE MASTER TRUST [FORM OF] SECOND AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (January 12th, 2016)

This SECOND AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of [            ] [            ], 201[ ] (the “Amendment”) to the Amended and Restated Receivables Purchase Agreement, dated as of August 1, 2002, as amended and restated as of July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Agreement”), is entered into between CAPITAL ONE BANK (USA), NATIONAL ASSOCIATION, a national banking association (the “Bank” or “Capital One”), and CAPITAL ONE FUNDING, LLC, a Virginia limited liability company (“Funding”).

Capital One Master Trust – CAPITAL ONE FUNDING, LLC, as Transferor, CAPITAL ONE BANK (USA), NATIONAL ASSOCIATION, as Servicer, and THE BANK OF NEW YORK MELLON, as the Trustee CAPITAL ONE MASTER TRUST [FORM OF] 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, July 1, 2007 and [ ] [ ], 201[ ] (January 12th, 2016)

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, July 1, 2007 and [        ] [    ], 201[  ], among CAPITAL ONE BANK (USA), NATIONAL ASSOCIATION, a National banking association, as Servicer, CAPITAL ONE FUNDING, LLC, a Virginia limited liability company, as Transferor and THE BANK OF NEW YORK MELLON, a New York banking corporation, as the Trustee.

Capital One Master Trust – [FORM OF] DISPUTE RESOLUTION AGREEMENT (January 12th, 2016)

THIS DISPUTE RESOLUTION AGREEMENT, dated as of [        ] [    ], 201[  ] (this “Agreement”) is by and among CAPITAL ONE FUNDING, LLC, in its individual capacity (“Funding”), CAPITAL ONE BANK (USA), NATIONAL ASSOCIATION, in its individual capacity (the “Bank”), and THE BANK OF NEW YORK MELLON, as Trustee (the “Trustee”).

Capital One Master Trust – CAPITAL ONE MULTI-ASSET EXECUTION TRUST as Issuer and THE BANK OF NEW YORK MELLON as Indenture Trustee [FORM OF] INDENTURE Dated as of October 9, 2002, As amended and restated as of January 13, 2006 and [ ] [ ], 201[ ] (January 12th, 2016)

THIS INDENTURE between CAPITAL ONE MULTI-ASSET EXECUTION TRUST, a statutory trust organized under the laws of the State of Delaware (the “Issuer”), having its principal office at E.A. Delle Donne Corporate Center, Montgomery Building, 1011 Centre Road, Wilmington, DE 19805-1266, and THE BANK OF NEW YORK MELLON, a New York banking corporation, in its capacity as Indenture Trustee (the “Indenture Trustee”), is made and entered into as of October 9, 2002, as amended and restated as of January 13, 2006 and [        ] [    ], 201[  ].

Capital One Master Trust – CAPITAL ONE MULTI-ASSET EXECUTION TRUST as Issuer and THE BANK OF NEW YORK MELLON as Indenture Trustee [FORM OF] CARD SERIES INDENTURE SUPPLEMENT Dated as of October 9, 2002 As amended and restated as of [ ] [ ], 201[ ] to ASSET POOL 1 SUPPLEMENT dated as of October 9, 2002 to INDENTURE Dated as of October 9, 2002, As amended and restated as of January 13, 2006 and [ ] [ ], 201[ ] (December 29th, 2015)

This CARD SERIES INDENTURE SUPPLEMENT (this “Indenture Supplement”), by and between CAPITAL ONE MULTI-ASSET EXECUTION TRUST, a statutory trust created under the laws of the State of Delaware (the “Issuer”), having its principal office at E.A. Delle Donne Corporate Center, Montgomery Building, 1011 Centre Road, Wilmington, Delaware 19805, and THE BANK OF NEW YORK MELLON, a New York banking corporation, as Indenture Trustee (the “Indenture Trustee”), is made and entered into as of October 9, 2002, as amended and restated as of [            ] [    ], 201[  ].

Capital One Master Trust – [FORM OF] ASSET REPRESENTATIONS REVIEW AGREEMENT CAPITAL ONE FUNDING, LLC, as Transferor and CAPITAL ONE BANK (USA), NATIONAL ASSOCIATION, as Servicer and in its individual capacity and CLAYTON FIXED INCOME SERVICES LLC, as Asset Representations Reviewer CAPITAL ONE MASTER TRUST Dated as of [ ] [ ], 201[ ] (December 29th, 2015)

This ASSET REPRESENTATIONS REVIEW AGREEMENT (this “Agreement”), entered into as of the [    ] day of [            ], 201[  ], by and among CAPITAL ONE FUNDING, LLC, a Virginia limited liability company (together with its successors and assigns, “Funding”), as Transferor (the “Transferor”), CAPITAL ONE BANK (USA), NATIONAL ASSOCIATION, a national banking association, in its individual capacity (together with its successors and assigns, “Capital One”), and as Servicer (the “Servicer”), and Clayton Fixed Income Services LLC, a Delaware limited liability company, as Asset Representations Reviewer (the “Asset Representations Reviewer”).

Capital One Master Trust – CAPITAL ONE MASTER TRUST [FORM OF] SECOND AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (December 29th, 2015)

This SECOND AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of [            ] [            ], 201[ ] (the “Amendment”) to the Amended and Restated Receivables Purchase Agreement, dated as of August 1, 2002, as amended and restated as of July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Agreement”), is entered into between CAPITAL ONE BANK (USA), NATIONAL ASSOCIATION, a national banking association (the “Bank” or “Capital One”), and CAPITAL ONE FUNDING, LLC, a Virginia limited liability company (“Funding”).

Capital One Master Trust – CAPITAL ONE FUNDING, LLC, as Transferor, CAPITAL ONE BANK (USA), NATIONAL ASSOCIATION, as Servicer, and THE BANK OF NEW YORK MELLON, as the Trustee CAPITAL ONE MASTER TRUST [FORM OF] 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, July 1, 2007 and [ ] [ ], 201[ ] (December 29th, 2015)

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, July 1, 2007 and [        ] [    ], 201[  ], among CAPITAL ONE BANK (USA), NATIONAL ASSOCIATION, a National banking association, as Servicer, CAPITAL ONE FUNDING, LLC, a Virginia limited liability company, as Transferor and THE BANK OF NEW YORK MELLON, a New York banking corporation, as the Trustee.

Capital One Master Trust – CAPITAL ONE MULTI-ASSET EXECUTION TRUST as Issuer and THE BANK OF NEW YORK MELLON as Indenture Trustee [FORM OF] INDENTURE Dated as of October 9, 2002, As amended and restated as of January 13, 2006 and [ ] [ ], 201[ ] (December 29th, 2015)

THIS INDENTURE between CAPITAL ONE MULTI-ASSET EXECUTION TRUST, a statutory trust organized under the laws of the State of Delaware (the “Issuer”), having its principal office at E.A. Delle Donne Corporate Center, Montgomery Building, 1011 Centre Road, Wilmington, DE 19805-1266, and THE BANK OF NEW YORK MELLON, a New York banking corporation, in its capacity as Indenture Trustee (the “Indenture Trustee”), is made and entered into as of October 9, 2002, as amended and restated as of January 13, 2006 and [        ] [    ], 201[  ].

Capital One Master Trust – [FORM OF] AMENDED AND RESTATED SERIES 2002-CC SUPPLEMENT Dated as of October 9, 2002 As amended and restated as of [ ] [ ], 201[ ] to 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, July 1, 2007 and [ ] [ ], 201[ ] CAPITAL ONE MASTER TRUST SERIES 2002-CC among CAPITAL ONE BANK (USA), NATIONAL ASSOCIATION Servicer CAPITAL ONE FUNDING, LLC Transferor and THE BANK OF NEW YORK MELLON Trustee on behalf of the Series 2002-CC Certificateholder (December 29th, 2015)

AMENDED AND RESTATED SERIES 2002-CC SUPPLEMENT, dated as of [        ] [    ], 201[  ] (the “Supplement”), among CAPITAL ONE BANK (USA), NATIONAL ASSOCIATION, national banking association, as the Servicer, CAPITAL ONE FUNDING, LLC, a Virginia limited liability company, as the Transferor, and THE BANK OF NEW YORK MELLON, a New York banking corporation, as the Trustee.

Capital One Master Trust – [FORM OF] DISPUTE RESOLUTION AGREEMENT (December 29th, 2015)

THIS DISPUTE RESOLUTION AGREEMENT, dated as of [        ] [    ], 201[  ] (this “Agreement”) is by and among CAPITAL ONE FUNDING, LLC, in its individual capacity (“Funding”), CAPITAL ONE BANK (USA), NATIONAL ASSOCIATION, in its individual capacity (the “Bank”), and THE BANK OF NEW YORK MELLON, as Trustee (the “Trustee”).

Capital One Master Trust – OMNIBUS AMENDMENT TO TERMS DOCUMENTS (November 12th, 2014)

This OMNIBUS AMENDMENT TO TERMS DOCUMENTS (this “Amendment”), dated as of November 12, 2014, is made to the Class A Terms Documents listed on Schedule A hereto (as amended, supplemented or otherwise modified as of the date hereof, collectively, the “Class A Terms Documents”), the Class B Terms Documents listed on Schedule B hereto (as amended, supplemented or otherwise modified as of the date hereof, collectively, the “Class B Terms Documents”), and the Class C Terms Documents listed on Schedule C hereto (as amended, supplemented or otherwise modified as of the date hereof, collectively, the “Class C Terms Documents” and, together with the Class A Terms Documents and the Class B Terms Documents, the “Terms Documents”), relating to the Indenture, dated as of October 9, 2002, as amended and restated as of January 13, 2006, and as further amended by the First Amendment thereto, dated as of March 1, 2008 (as amended, supplemented or otherwise modified as of the date hereof, the “Indenture”

Capital One Master Trust – CAPITAL ONE MULTI-ASSET EXECUTION TRUST CARD SERIES CLASS A(2014-5) ASSET BACKED NOTES TERMS AGREEMENT (October 14th, 2014)
Capital One Master Trust – CAPITAL ONE MULTI-ASSET EXECUTION TRUST as Issuer and THE BANK OF NEW YORK MELLON as Indenture Trustee CLASS A(2014-5) TERMS DOCUMENT dated as of October 14, 2014 to CARD SERIES INDENTURE SUPPLEMENT dated as of October 9, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 to ASSET POOL 1 SUPPLEMENT dated as of October 9, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 to INDENTURE dated as of October 9, 2002, as amended and restated as of January 13, 2006, and as further amended by the First Amendment thereto dated as of March 1, 2008 (October 14th, 2014)

THIS CLASS A(2014-5) TERMS DOCUMENT (this “Terms Document”), by and between CAPITAL ONE MULTI-ASSET EXECUTION TRUST, a statutory trust created under the laws of the State of Delaware (the “Issuer”), having its principal office at E. A. Delle Donne Corporate Center, Montgomery Building, 1011 Centre Road, Wilmington, DE 19805 and THE BANK OF NEW YORK MELLON, a New York banking corporation, as Indenture Trustee (the “Indenture Trustee”), is made and entered into as of October 14, 2014.

Capital One Master Trust – CAPITAL ONE MULTI-ASSET EXECUTION TRUST CAPITAL ONE FUNDING, LLC (Transferor) CAPITAL ONE BANK (USA), NATIONAL ASSOCIATION (Seller and Servicer) UNDERWRITING AGREEMENT (October 14th, 2014)
Capital One Master Trust – CAPITAL ONE MULTI-ASSET EXECUTION TRUST as Issuer and THE BANK OF NEW YORK MELLON as Indenture Trustee CLASS A(2014-4) TERMS DOCUMENT dated as of September 9, 2014 TO CARD SERIES INDENTURE SUPPLEMENT dated as of October 9, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 TO ASSET POOL 1 SUPPLEMENT dated as of October 9, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 to INDENTURE dated as of October 9, 2002, as amended and restated as of January 13, 2006, and as further amended by the First Amendment thereto dated as of March 1, 2008 (September 9th, 2014)

THIS CLASS A(2014-4) TERMS DOCUMENT (this “Terms Document”), by and between CAPITAL ONE MULTI-ASSET EXECUTION TRUST, a statutory trust created under the laws of the State of Delaware (the “Issuer”), having its principal office at E. A. Delle Donne Corporate Center, Montgomery Building, 1011 Centre Road, Wilmington, DE 19805 and THE BANK OF NEW YORK MELLON, a New York banking corporation, as Indenture Trustee (the “Indenture Trustee”), is made and entered into as of September 9, 2014.

Capital One Master Trust – CAPITAL ONE MULTI-ASSET EXECUTION TRUST CAPITAL ONE FUNDING, LLC (Transferor) CAPITAL ONE BANK (USA), NATIONAL ASSOCIATION (Seller and Servicer) UNDERWRITING AGREEMENT (September 9th, 2014)
Capital One Master Trust – CAPITAL ONE MULTI-ASSET EXECUTION TRUST CARD SERIES CLASS A(2014-4) ASSET BACKED NOTES TERMS AGREEMENT (September 9th, 2014)
Capital One Master Trust – CAPITAL ONE MULTI-ASSET EXECUTION TRUST CAPITAL ONE FUNDING, LLC (Transferor) CAPITAL ONE BANK (USA), NATIONAL ASSOCIATION (Seller and Servicer) UNDERWRITING AGREEMENT (April 10th, 2014)
Capital One Master Trust – CAPITAL ONE MULTI-ASSET EXECUTION TRUST CAPITAL ONE FUNDING, LLC (Transferor) CAPITAL ONE BANK (USA), NATIONAL ASSOCIATION (Seller and Servicer) UNDERWRITING AGREEMENT (April 10th, 2014)
Capital One Master Trust – CAPITAL ONE MULTI-ASSET EXECUTION TRUST CARD SERIES CLASS A(2014-3) ASSET BACKED NOTES TERMS AGREEMENT (April 10th, 2014)
Capital One Master Trust – CAPITAL ONE MULTI-ASSET EXECUTION TRUST as Issuer and THE BANK OF NEW YORK MELLON as Indenture Trustee CLASS A(2014-2) TERMS DOCUMENT dated as of April 10, 2014 TO CARD SERIES INDENTURE SUPPLEMENT dated as of October 9, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 TO ASSET POOL 1 SUPPLEMENT dated as of October 9, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 to INDENTURE dated as of October 9, 2002, as amended and restated as of January 13, 2006, and as further amended by the First Amendment thereto dated as of March 1, 2008 (April 10th, 2014)

THIS CLASS A(2014-2) TERMS DOCUMENT (this “Terms Document”), by and between CAPITAL ONE MULTI-ASSET EXECUTION TRUST, a statutory trust created under the laws of the State of Delaware (the “Issuer”), having its principal office at E. A. Delle Donne Corporate Center, Montgomery Building, 1011 Centre Road, Wilmington, DE 19805 and THE BANK OF NEW YORK MELLON, a New York banking corporation, as Indenture Trustee (the “Indenture Trustee”), is made and entered into as of April 10, 2014.

Capital One Master Trust – CAPITAL ONE MULTI-ASSET EXECUTION TRUST CARD SERIES CLASS A(2014-2) ASSET BACKED NOTES TERMS AGREEMENT (April 10th, 2014)
Capital One Master Trust – CAPITAL ONE MULTI-ASSET EXECUTION TRUST as Issuer and THE BANK OF NEW YORK MELLON as Indenture Trustee CLASS A(2014-3) TERMS DOCUMENT dated as of April 10, 2014 TO CARD SERIES INDENTURE SUPPLEMENT dated as of October 9, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 TO ASSET POOL 1 SUPPLEMENT dated as of October 9, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 to INDENTURE dated as of October 9, 2002, as amended and restated as of January 13, 2006, and as further amended by the First Amendment thereto dated as of March 1, 2008 (April 10th, 2014)

THIS CLASS A(2014-3) TERMS DOCUMENT (this “Terms Document”), by and between CAPITAL ONE MULTI-ASSET EXECUTION TRUST, a statutory trust created under the laws of the State of Delaware (the “Issuer”), having its principal office at E. A. Delle Donne Corporate Center, Montgomery Building, 1011 Centre Road, Wilmington, DE 19805 and THE BANK OF NEW YORK MELLON, a New York banking corporation, as Indenture Trustee (the “Indenture Trustee”), is made and entered into as of April 10, 2014.

Capital One Master Trust – CAPITAL ONE MULTI-ASSET EXECUTION TRUST CARD SERIES CLASS A(2013-3) ASSET BACKED NOTES TERMS AGREEMENT (November 21st, 2013)
Capital One Master Trust – CAPITAL ONE MULTI-ASSET EXECUTION TRUST CAPITAL ONE FUNDING, LLC (Transferor) CAPITAL ONE BANK (USA), NATIONAL ASSOCIATION (Seller and Servicer) UNDERWRITING AGREEMENT (November 21st, 2013)
Capital One Master Trust – CAPITAL ONE MULTI-ASSET EXECUTION TRUST as Issuer and THE BANK OF NEW YORK MELLON as Indenture Trustee CLASS A(2013-3) TERMS DOCUMENT dated as of November 21, 2013 TO CARD SERIES INDENTURE SUPPLEMENT dated as of October 9, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 TO ASSET POOL 1 SUPPLEMENT dated as of October 9, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 to INDENTURE dated as of October 9, 2002, as amended and restated as of January 13, 2006, and as further amended by the First Amendment thereto dated as of March 1, 2008 (November 21st, 2013)

THIS CLASS A(2013-3) TERMS DOCUMENT (this “Terms Document”), by and between CAPITAL ONE MULTI-ASSET EXECUTION TRUST, a statutory trust created under the laws of the State of Delaware (the “Issuer”), having its principal office at E. A. Delle Donne Corporate Center, Montgomery Building, 1011 Centre Road, Wilmington, DE 19805 and THE BANK OF NEW YORK MELLON, a New York banking corporation, as Indenture Trustee (the “Indenture Trustee”), is made and entered into as of November 21, 2013.

Capital One Master Trust – CAPITAL ONE MULTI-ASSET EXECUTION TRUST CARD SERIES CLASS A(2009-1) ASSET BACKED NOTES TERMS AGREEMENT Dated: June 5, 2009 (June 17th, 2009)

The Underwriters named on Schedule I attached hereto are the “Underwriters” for the purpose of this Agreement and for the purposes of the above-referenced Underwriting Agreement as such Underwriting Agreement is incorporated herein and made a part hereof.

Capital One Master Trust – CAPITAL ONE MULTI-ASSET EXECUTION TRUST CAPITAL ONE FUNDING, LLC (Transferor) CAPITAL ONE BANK (USA), NATIONAL ASSOCIATION (Seller and Servicer) UNDERWRITING AGREEMENT (June 17th, 2009)
Capital One Master Trust – CAPITAL ONE MULTI-ASSET EXECUTION TRUST as Issuer and THE BANK OF NEW YORK MELLON as Indenture Trustee CLASS A(2009-2) TERMS DOCUMENT dated as of June 16, 2009 to CARD SERIES INDENTURE SUPPLEMENT dated as of October 9, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 to ASSET POOL 1 SUPPLEMENT dated as of October 9, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 to INDENTURE dated as of October 9, 2002, as amended and restated as of January 13, 2006, and as further amended by the First Amendment thereto dated as of March 1, 2008 (June 17th, 2009)

THIS CLASS A(2009-2) TERMS DOCUMENT (this “Terms Document”), by and between CAPITAL ONE MULTI-ASSET EXECUTION TRUST, a statutory trust created under the laws of the State of Delaware (the “Issuer”), having its principal office at E. A. Delle Donne Corporate Center, Montgomery Building, 1011 Centre Road, Wilmington, DE 19805 and THE BANK OF NEW YORK MELLON, a New York banking corporation, as Indenture Trustee (the “Indenture Trustee”), is made and entered into as of June 16, 2009.

Capital One Master Trust – CAPITAL ONE MULTI-ASSET EXECUTION TRUST CARD SERIES CLASS A(2009-2) ASSET BACKED NOTES TERMS AGREEMENT Dated: June 5, 2009 (June 17th, 2009)

The Underwriters named on Schedule I attached hereto are the “Underwriters” for the purpose of this Agreement and for the purposes of the above-referenced Underwriting Agreement as such Underwriting Agreement is incorporated herein and made a part hereof.

Capital One Master Trust – CAPITAL ONE MULTI-ASSET EXECUTION TRUST as Issuer and THE BANK OF NEW YORK MELLON as Indenture Trustee CLASS A(2009-1) TERMS DOCUMENT dated as of June 16, 2009 to CARD SERIES INDENTURE SUPPLEMENT dated as of October 9, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 to ASSET POOL 1 SUPPLEMENT dated as of October 9, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 to INDENTURE dated as of October 9, 2002, as amended and restated as of January 13, 2006, and as further amended by the First Amendment thereto dated as of March 1, 2008 (June 17th, 2009)

THIS CLASS A(2009-1) TERMS DOCUMENT (this “Terms Document”), by and between CAPITAL ONE MULTI-ASSET EXECUTION TRUST, a statutory trust created under the laws of the State of Delaware (the “Issuer”), having its principal office at E. A. Delle Donne Corporate Center, Montgomery Building, 1011 Centre Road, Wilmington, DE 19805 and THE BANK OF NEW YORK MELLON, a New York banking corporation, as Indenture Trustee (the “Indenture Trustee”), is made and entered into as of June 16, 2009.

Capital One Master Trust – CAPITAL ONE MULTI-ASSET EXECUTION TRUST CAPITAL ONE FUNDING, LLC (Transferor) CAPITAL ONE BANK (USA), NATIONAL ASSOCIATION (Seller and Servicer) UNDERWRITING AGREEMENT (June 17th, 2009)