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 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) 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 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 TrustGE Life and Annuity Assurance Company, a Delaware statutory trust (stock life insurance company operating under a charter granted by the “Issuer”), and Capital One Funding, LLC, a Commonwealth of Virginia limited liability company (the “Company”), as beneficiary in connection with the Company’s Secured Medium-Term Notes Program (the “BeneficiaryInstitutional Program”) of and the IssuerGenworth DirectNotesSM Program (the “Retail Program” and, propose together with the Institutional Program, the “Programs”), confirms its agreement with ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated and each other institution named on Schedules A-1 and A-2 hereto and any institution appointed as an agent pursuant to sell Section 19 hereof (each, an “Agent”, and, collectively, the notes of the series“Agents”), classes and tranches designated in the applicable Terms Agreement each Co-Agent (as hereinafter defined) defined herein), with respect to the secured medium-term notes due between nine months and thirty years from the date of issuance under the Programs (the “Notes”). The Notes will ) to be issued pursuant to the Indenture, dated as of October 9, 2002, as amended offered by separate and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”), between the Issuer and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated pursuant to a Second Amended and Restated Trust Agreement, dated as of January 13, 2006 (as modified or amended from time to time, the “Trust Agreement”), between the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the “Bank” and the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated distinct special purpose common law trusts from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to the Amended and Restated Pooling and Servicing Agreement, dated as of September 30, 1993, as amended and restated as of August 1, 2002, January 13, 2006 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms AgreementTrust” and, collectively, the “Trusts”), each of which incorporates by reference this Underwriting Agreement shall be formed in a jurisdiction located in the United States of America pursuant to a trust agreement, as amended or modified from time to time, which will adopt and incorporate the standard trust terms (each, a “Trust Agreement” and, collectively, the “Trust Agreements”), in each case between The Bank of New York, or another entity specified therein, as trustee (the “Agreement,” which shall include the applicable Terms Agreement if the context so requiresTrustee”). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture and GSS Holdings II, Inc., or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreementanother entity specified therein, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 trust beneficial owner (the “LLC Trust Beneficial Owner”). From time to time, upon the formation of a new Trust, in connection with the offer and sale of a particular series of Notes by such Trust, upon execution and delivery by such Trust and the applicable Agent or Agents of the terms agreement (the “Terms Agreement”) substantially in the form set forth in Section C of the pricing instrument to be executed, among others by such Trust and the applicable Agent or Agents specified therein (the “Pricing Instrument”), such Trust shall become a party hereto in relation to such series of Notes (the Transfer Agreement, the Indenture, the Collateral Certificate time of such execution and the Notes are collectively delivery referred to herein as the such Trust’s “Program Agreements.” The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “ActTrust Effective Time”), with all the authority, rights, powers, duties and obligations of a shelf registration statement on Form S-3 (NosTrust as if originally named as a Trust hereunder. 333-189293Any agreement, ▇▇▇-▇▇▇▇▇▇-▇▇ covenant, acknowledgment, representation or warranty made by a Trust hereunder shall be deemed to have been made by each Trust at its Trust Effective Time and 333-189293-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the Applicable Time (as defined below) for such Trust, unless another time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectusor times are specified herein, in the form it appears in the Registration Statement which case such specified time or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectustimes shall instead apply.”

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

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

Introductory. Capital One Multi-asset Execution TrustFirst National Funding LLC (“FNF LLC” or the “Transferor”), a Delaware statutory trust limited liability company formed under the laws of the State of Nebraska, proposes to cause First National Master Note Trust (the “Issuer”), ) to issue and Capital One Funding, LLC, a Virginia limited liability company (the “Company”), as beneficiary (the “Beneficiary”) sell $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 TrustBanc of America Funding Corporation, a Delaware statutory trust corporation (the “Issuer”"Company"), and Capital One Funding, LLC, a Virginia limited liability company proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter") $415,787,100 aggregate Class Certificate Balance of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the “Company”)"Offered Certificates") having the aggregate initial Class Certificate Balances set forth in Schedule I (subject to an upward or downward variance, as beneficiary (the “Beneficiary”) not to exceed 5%, of the Issuer, propose precise initial Class Certificate Balance within such range to sell be determined by the notes of the series, classes and tranches designated Company in the applicable Terms Agreement (as hereinafter defined) (the “Notes”its sole discretion). The Notes will be issued pursuant to the IndentureOffered Certificates, dated as together with three classes of October 9, 2002, as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”), between the Issuer and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated pursuant to a Second Amended and Restated Trust Agreement, dated as of January 13, 2006 (as modified or amended from time to time, the “Trust Agreement”), between the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee subordinate certificates (the “Owner Trustee”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the “Bank” and the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”"Non-Offered Certificates") with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to the Amended and Restated Pooling and Servicing Agreement, dated as of September 30, 1993, as amended and restated as of August 1, 2002, January 13, 2006 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to herein as the “Program Agreements.” The Company has prepared "Certificates" and filed with evidence the Securities and Exchange Commission entire ownership interest in the assets of a trust estate (the “Commission”"Trust Estate") consisting primarily of a pool of variable interest rate mortgage loans having original terms to maturity of approximately 360 months as described in accordance with Schedule I (the provisions "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), dated March 31, 2006 by and between the Company, as purchaser and Bank of America, National Association, as seller. As of the Securities Act close of 1933business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the assets of the Trust Estate as multiple separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, dated March 31, 2006 (the "Pooling and Servicing Agreement"), among the Company, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-189293depositor, ▇▇▇-▇▇▇▇▇▇-▇▇ Fargo Bank, N.A., as trustee (the "Trustee") and 333-189293-02Bank of America, National Association, as servicer (the "Servicer"). The Offered Certificates will be issued in the denominations specified in Schedule I. The Pooling and Servicing Agreement, including a form of prospectusthis Agreement, relating to the Notes Mortgage Loan Purchase Agreement and the Collateral Certificate. The registration statement as amended has been declared effective purchase agreement, to be dated March 31, 2006, by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statementbetween BAS, as amended at purchaser, and the time of effectiveness, including all material incorporated by reference therein Company (the "Pooling and including all information (if anyServicing Agreement") deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is are collectively referred to in this Agreement herein as the “Registration Statement"Basic Documents.” The Company proposes to file with " Capitalized terms used herein that are not otherwise defined herein have the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included meanings assigned thereto in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised Pooling and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “ProspectusServicing Agreement.”

Introductory. Capital One Multi-asset Execution Trust, a Delaware statutory trust (the “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 TrustCDF Financing, L.L.C., a Delaware statutory trust (the “Issuer”), and Capital One Funding, LLC, a Virginia limited liability company (the “Company”"Transferor"), as beneficiary proposes to sell Asset Backed Certificates (the “Beneficiary”"Certificates") 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 one or more series (each, a "Series"). Each Series, which may include one or more classes of Certificates, will be issued by 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 Distribution Financial Services Floorplan Master Trust (the “Master "Trust”") formed pursuant to the Amended and Restated Pooling and Servicing Agreement, Agreement dated as of September 30, 1993, as amended and restated as of August April 1, 2002, January 13, 2006 and July 1, 20072000, as amended by the First Omnibus Amendment thereto, thereto dated as of March 1December 31, 2008 2002, and as further amended by the Second Omnibus Amendment thereto, thereto dated as of July 15April 1, 2010 2003, among the Transferor, GE Commercial Distribution Finance Corporation, as servicer ("CDF" or the "Servicer"), and the trustee specified therein (the "Trustee") (as so the same may be supplemented, amended and restated and as or otherwise modified or amended from time to time, and including the “supplement for the related Series, the "Pooling and Servicing Agreement”"), as supplemented by . Each Certificate will represent a fractional undivided interest in the Series 2002-CC Supplement assets of the Trust. The assets of the Trust (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008"Trust Property") will include, among other things, a pool of dealer floorplan receivables (the Company, as Transferor "Receivables"). The Certificates are more fully described in the Registration Statement (as defined herein). Each Series of Certificates and any classes of Certificates (each, a "Class") within such Series may vary as to, among other things, number and types of Classes, principal or notional amount, interest rate, the percentage interest, if any, evidenced by each Class in the Pooling payments of principal of and Servicing Agreement)interest on, 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 Agreementor with respect to, the Trust Property, priority of payment among Classes, credit enhancement with respect to the related Trust Property or Certificates, the Classes of such Series subject to this Underwriting Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended any other terms contemplated 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 as defined herein) with respect 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 Certificates of such Underwriters (each a “Representative”, and collectively Series. Each offering of 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 Certificates to which this Underwriting Agreement applies will be made pursuant to the Underwriters for which Registration Statement through the Representatives are acting as representatives shall be sold pursuant Representative or through an underwriting syndicate managed by the Representative. Whenever the Transferor determines to one or more make such an offering of Certificates of a Series, it will enter into an appropriate agreement (the "Terms Agreements, among the Issuer, the Company, the Seller and the RepresentativesAgreement"), a form of which is attached hereto as Exhibit A (eachA, a “providing for the sale of certain classes of such Certificates to, and the purchase and offering thereof by, the Representative and such other underwriters, if any, as have authorized the Representative to enter into such Terms Agreement”), each of which incorporates by reference this Underwriting Agreement on their behalf (the “Agreement"Underwriters,” " which term shall include the applicable Representative, whether acting alone in the sale of such Certificates, in which case any reference herein to the Representative shall be deemed to refer to the Representative in its individual capacity as Underwriter of the Certificates, or as a member of an underwriting syndicate). Such Terms Agreement if shall specify the context so requires). To undivided interest, principal or notional amount of each Class of the extent not defined hereinCertificates to be issued, capitalized terms used herein have the meanings assigned Classes of Certificates subject to this Underwriting Agreement, the price at which such terms in Classes of Certificates are to be purchased by the Indenture Underwriters from the Transferor and the initial public offering price or prices or the Pooling and Servicing method by which the price or prices at which such Certificates are to be sold will be determined. Each such offering of Certificates as to which Deutsche Bank Securities Inc. is the sole underwriter or acts as the Representative of the several Underwriters will be governed by this Underwriting Agreement. Unless otherwise stated herein or in , as supplemented by the applicable Terms Agreement, as the context otherwise requires or if and this Underwriting Agreement and 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 inure to the Notes designated benefit of and be binding upon each Underwriter participating in the applicable Terms offering of such Certificates. This Underwriting 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 amendedis non-exclusive, 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 Transferor may enter into any other underwriting agreement with any other underwriter with respect to the Notes offering and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as sale of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery Certificates 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 Statementa Series.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus.”

Introductory. Capital One Multi-asset Execution TrustBanc of America Funding Corporation, a Delaware statutory trust corporation (the “Issuer”"Company"), and Capital One Funding, LLC, a Virginia limited liability company proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter") $2,507,706,000 aggregate Class Certificate Balance of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the “Company”)"Offered Certificates") having the aggregate initial Class Certificate Balances set forth in Schedule I (subject to an upward or downward variance, as beneficiary (the “Beneficiary”) not to exceed 5%, of the Issuer, propose precise initial Class Certificate Balance within such range to sell be determined by the notes of the series, classes and tranches designated Company in the applicable Terms Agreement (as hereinafter defined) (the “Notes”its sole discretion). The Notes will Offered Certificates, together with the Class M-7, Class CE and Class R Certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of adjustable interest rate mortgage loans having original terms to maturity of approximately 300 to 360 months as described in Schedule I (the "Mortgage Loans") to be issued pursuant to the Indenture, dated as of October 9, 2002, as amended and restated as of January 13, 2006, and as amended acquired by the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”), between the Issuer and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated Company pursuant to a Second Amended and Restated Trust mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), dated as of January 13July 31, 2006 (as modified or amended from time to time, the “Trust Agreement”), by and between the Company, as Beneficiary purchaser and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA)America, National Association, a national banking association as seller. As of the close of business on the date specified in Schedule I as the cut-off date (the “Bank” and the “Seller”"Cut-off Date"), has entered into the Amended Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat certain of the assets of the Trust Estate as multiple separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and Restated Receivables Purchase Agreementservicing agreement, dated as of July 131, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 2006 (the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to the Amended and Restated "Pooling and Servicing Agreement, dated as of September 30, 1993, as amended and restated as of August 1, 2002, January 13, 2006 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”"), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling and Servicing Agreement)depositor, the Bank, as servicer (the “Servicer”), and The U.S. Bank of New York Mellon (formerly known as The Bank of New York)National Association, as trustee (in such capacity, the “Master Trust "Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”"), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo SecuritiesBank, LLCN.A., as servicer (the representatives of such Underwriters "Servicer") and as securities administrator (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives"Securities Administrator"). Notes sold to the Underwriters for which the Representatives are acting as representatives shall The Offered Certificates will be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms issued in the Indenture or the denominations specified in Schedule I. The Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms AgreementMortgage Loan Purchase Agreement and the purchase agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company to be dated as of July 31, 20022006, by and between BAS, as amended by purchaser, and the First Amendment thereto dated as of March 1, 2008 Company (the “LLC "Purchase Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes ") are collectively referred to herein as the “Program Agreements"Basic Documents.” The Company has prepared and filed with " Capitalized terms used herein that are not otherwise defined herein have the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included meanings assigned thereto in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised Pooling and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “ProspectusServicing Agreement.”

Introductory. Capital One Multi-asset Execution 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 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 TrustBanc of America Funding Corporation, a Delaware statutory trust corporation (the “Issuer”"Company"), and Capital One Funding, LLC, a Virginia limited liability company proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter") $468,730,000 aggregate Class Certificate Balance of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the “Company”)"Offered Certificates") having the Initial Class Certificate Balances set forth in Schedule I (subject to an upward or downward variance, as beneficiary (the “Beneficiary”) not to exceed 5%, of the Issuer, propose precise Initial Class Certificate Balances within such range to sell be determined by the notes of the series, classes and tranches designated Company in the applicable Terms Agreement (as hereinafter defined) (the “Notes”its sole discretion). The Notes will Offered Certificates, together with the Class CE and Class R Certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fully-amortizing and negatively-amortizing adjustable interest rate mortgage loans having original terms to maturity of approximately 360 to approximately 480 months as described in Schedule I (the "Mortgage Loans") to be issued pursuant to the Indenture, dated as of October 9, 2002, as amended and restated as of January 13, 2006, and as amended acquired by the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”), between the Issuer and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated Company pursuant to a Second Amended and Restated Trust mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), dated as of January 13March 30, 2006 (as modified or amended from time to time, the “Trust Agreement”), 2007 by and between the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”)purchaser, and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA)America, National Association, a national banking association as seller. As of the close of business on the date specified in Schedule I as the cut-off date (the “Bank” and the “Seller”"Cut-off Date"), has entered into the Amended Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat certain of the assets of the Trust Estate as multiple separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and Restated Receivables Purchase Agreementservicing agreement, dated as of July 1March 30, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 2007 (the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to the Amended and Restated "Pooling and Servicing Agreement, dated as of September 30, 1993, as amended and restated as of August 1, 2002, January 13, 2006 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”"), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling and Servicing Agreement)depositor, the Bank, as servicer (the “Servicer”), and The U.S. Bank of New York Mellon (formerly known as The Bank of New York)National Association, as trustee (in such capacity, the “Master Trust "Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”"), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo SecuritiesBank, LLCN.A., as master servicer (the representatives of such Underwriters "Master Servicer") and as securities administrator (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives"Securities Administrator"). Notes sold to the Underwriters for which the Representatives are acting as representatives shall The Offered Certificates will be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms issued in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or denominations specified in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Schedule I. The Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms this Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Mortgage Loan Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to herein as the “Program Agreements"Basic Documents.” The Company has prepared and filed with " Capitalized terms used herein that are not otherwise defined herein have the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included meanings assigned thereto in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised Pooling and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “ProspectusServicing Agreement.”

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

Introductory. Capital One Multi-asset Execution TrustPrologis, L.P., a Delaware statutory trust limited partnership (the “Issuer”), proposes to issue and Capital One Funding, LLC, a Virginia limited liability company sell to the several underwriters named in Schedule A hereto (the “Company”Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), as beneficiary acting severally and not jointly, the respective amounts set forth in Schedule A hereto of $400,000,000 aggregate principal amount of the Issuer’s 1.625% Notes due 2031 (the “Beneficiary”) of the Issuer, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) (the “NotesSecurities”). BofA Securities, Inc., M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC, U.S. Bancorp Investments, Inc. and W▇▇▇▇ Fargo Securities, LLC have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Securities. The Notes Securities will be issued pursuant to the Indenturean indenture, dated as of October 9June 8, 20022011 (the “Base Indenture”), among the Issuer, Prologis, Inc., a Maryland corporation and the parent company of the Issuer (“Prologis”), and U.S. Bank National Association, as amended and restated as of January 13, 2006, and as amended by trustee (the First Amendment thereto, dated as of March 1, 2008“Trustee”), as supplemented by the Asset Pool Supplementfirst supplemental indenture, dated as of June 8, 2011 (the “First Supplemental Indenture”), the Indenture Supplement second supplemental indenture, dated as of June 8, 2011 (the “Second Supplemental Indenture”), the third supplemental indenture, dated as of June 8, 2011 (the “Third Supplemental Indenture”), the fourth supplemental indenture, dated as of June 8, 2011 (the “Fourth Supplemental Indenture”), the fifth supplemental indenture, dated as of August 15, 2013 (the “Fifth Supplemental Indenture”), the sixth supplemental indenture, dated as of December 3, 2013 (the “Sixth Supplemental Indenture”), the seventh supplemental indenture, dated as of February 20, 2014 (the “Seventh Supplemental Indenture”), and the Terms Documenteighth supplemental indenture, each having dated as of June 7, 2017 (the date stated in “Eighth Supplemental Indenture” and together with the applicable Terms Agreement (as so supplemented Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture, the Sixth Supplemental Indenture, the Seventh Supplemental Indenture and as otherwise modified or amended from time to timethe Eighth Supplemental Indenture, the “Indenture”), providing for the issuance of debt securities in one or more series. The Securities will be issued in book-entry form and registered in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to a Letter of Representations, dated as of June 3, 2011, between the Issuer and The Bank of New York Mellon the Depositary (formerly known as The Bank of New York), as trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated pursuant to a Second Amended and Restated Trust Agreement, dated as of January 13, 2006 (as modified or amended from time to time, the “Trust DTC Agreement”), between the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the “Bank” and the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to the Amended and Restated Pooling and Servicing Agreement, dated as of September 30, 1993, as amended and restated as of August 1, 2002, January 13, 2006 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to herein as the “Program Agreements.” The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus.”

Introductory. Capital One Multi-asset Execution 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, 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 and as further amended by 2017, the Second Amendment thereto, dated as of July 15October 1, 2010 2022, and the Third Amendment thereto, dated as of March 17, 2023 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended and restated as of March 17, 2016, and as further amended by the First Amendment thereto, dated as of March October 1, 20082022 (as so amended and as otherwise modified or amended from time to time, the “Series Supplement”), among the Company, as Transferor (as defined in the Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York)Mellon, as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 2008, and the Second Amendment thereto, dated as of October 1, 2022 (as so amended and as otherwise modified or amended from time to time, the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Receivables will be subject to review, in certain circumstances, by ▇▇▇▇▇▇▇ ▇▇▇▇▇ Income Services LLC, as assets representations reviewer (the “Asset Representations Reviewer”), for compliance with certain of the representations and warranties made about the Receivables, pursuant to and in accordance with an Asset Representations Review Agreement, dated as of March 17, 2016, as amended by the First Amendment thereto, dated as of October 1, 2022 (as so amended and as otherwise modified or amended from time to time the “Asset Representations Review Agreement”), among the Bank, the Company, the Servicer, and the Asset Representations Reviewer. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse ▇.▇. ▇▇▇▇▇▇ Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, ; this Agreement, ; the applicable Terms Agreement, ; the Pooling and Servicing Agreement, ; the Trust Agreement, ; the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto thereto, dated as of March 1, 2008 2008, and the Second Amendment thereto, dated as of October 1, 2022 (as so amended and as otherwise modified or amended from time to time, the “LLC Agreement”), ; the Transfer Agreement; the Indenture; the Asset Representations Review Agreement; the Dispute Resolution Agreement, dated as of March 17, 2016, as amended by the First Amendment thereto, dated as of October 1, 2022 (as so amended and as otherwise modified or amended from time to time, the Indenture“Dispute Resolution Agreement”), among the Bank, the Company and the Master Trust Trustee; the Collateral Certificate Certificate; and the Notes are collectively referred to herein as the “Program Agreements.” The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 SF-3 (Nos. 333-189293333- 262382, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293262382-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at as of the time of effectivenesseffective date, including the form of prospectus and all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at as of the time of effectiveness effective date pursuant to Rule 430B 430D under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with For purposes of this Agreement, the “effective date” means the later of (a) the date and time as of which the Registration Statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission or (b) the most recent effective date as of which the Prospectus (as defined below) is deemed to be part of the Registration Statement pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) 430D under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “ProspectusAct.”

Introductory. Capital One Multi-asset Execution TrustSRI Receivables Purchase Co., Inc., a Delaware statutory trust Corporation ("Transferor"), proposes to sell to you ("Initial Purchaser") the following classes of securities in the aggregate initial principal amount indicated for each below (collectively the "Certificates"): $28,000,000 Class C Floating Rate Asset Backed Certificates, Series 1999-1; and $18,375,000 Class D Floating Rate Asset Backed Certificates, Series 1999-1. The Certificates will represent beneficial interests in the SRI Receivables Master 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”"Trust"). The Notes property of the Trust consists primarily of Receivables arising from certain consumer revolving credit card accounts. The Certificates 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, Agreement dated as of September 30November 1, 19931999 (the "P&S"), among Transferor, as amended Transferor, Specialty Retailers, Inc. ("SRI") as Servicer, and restated as of August 1, 2002, January 13, 2006 and July 1, 2007Bankers Trust (Delaware), as amended by Trustee (the First Amendment thereto"Trustee"), and the Series 1999-1 Supplement to the P&S, to be dated as of March 1the Closing Date (the "Supplement"), 2008 among the same parties. The P&S and the Supplement are referred to herein collectively 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 ". Capitalized terms used herein (including in this Section 1) that are not otherwise defined shall have 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 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 sale of the Master Trust. The Notes designated in the applicable Terms Agreement Certificates to Initial Purchaser 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 made without registration 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 Certificates under the Securities Act of 1933, as amendedamended (the "Securities Act"), in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof. You have advised Transferor that you will make an offering of the Certificates purchased by you hereunder in accordance with Section 4 on the terms set forth in the Offering Memoranda (as defined below), as soon as you deem advisable after this Agreement has been executed and delivered. In connection with the sale of the Certificates, Transferor has prepared a first Preliminary Offering Memorandum, dated September 14, 1999 (the "Preliminary Memorandum"), and, pursuant to Section 5(a) hereof, the Transferor will prepare a second Preliminary Offering Memorandum on the terms set forth therein (the "Second Preliminary Memorandum") and a final Offering Memorandum on the terms set forth therein (the "Final Memorandum", and together with the rules Preliminary Memorandum and regulations the Second Preliminary Memorandum, the "Offering Memoranda"). The Offering Memoranda set forth certain information concerning Transferor, its affiliates and the Certificates. Transferor hereby confirms that it has authorized the use of the Commission thereunder (collectively, Offering Memoranda in connection with the “Act”), a shelf registration statement on Form S-3 (Nosoffering and resale by Initial Purchaser of the Certificates. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02), including a form of prospectus, relating Any references herein 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) Offering Memoranda shall be 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 Statementinclude all exhibits thereto.” 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 TrustStructured Asset Securities Corporation, a Delaware statutory trust corporation (the “IssuerDepositor”), and Capital One Funding, LLC, a Virginia limited liability company proposes to form one or more trusts (the “CompanyTrusts”), as beneficiary (the “Beneficiary”) of the Issuerwhich will issue, propose from time to sell the notes of the seriestime, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) securities entitled [Mortgage Backed Notes (the “Notes”)] [Mortgage Pass-Through Certificates (the “Certificates”)] in one or more series (each a “Series”). Each [Note] [Certificate] will evidence an undivided or percentage interest in a Trust. The Notes Trusts will issue [Notes] [Certificates] on terms specified in the applicable Prospectus (as hereinafter defined). The Primary Assets (the “Primary Assets”) of each Trust will consist of (a) fixed or adjustable rate, fully amortizing or balloon, conventional, first or second lien residential mortgage loans (the “Mortgage Loans”), (b) manufactured housing conditional sales contracts and installment loan agreements with respect to manufactured homes (the “Manufactured Home Loans”) secured by new or used manufactured homes, (c) 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, (d) 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 or (e) pass-through certificates guaranteed by the Government National Mortgage Association, the Federal Home Loan Mortgage Corporation or the Federal National Mortgage Association. The [Notes] [Certificates] to which this underwriting agreement (this “Agreement”) applies will be issued pursuant to the Indenture, dated as of October 9, 2002, as amended [an Indenture and restated as of January 13, 2006, a Transfer 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][a Trust 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 applicable] (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 related “Pooling and Servicing Operative Agreement”), with respect to each Series among the Depositor and a trustee to be identified in the Prospectus Supplement (as supplemented by the hereinafter defined) for each such Series 2002-CC Supplement (the “Series Supplement[Indenture] Trustee”), dated as of October 9and, 2002if applicable, 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 one or more servicers and/or a master servicer (the “Master Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee () to be identified in the Prospectus Supplement for each 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”)Series. 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 [Notes] [Certificates] are more fully described 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 Registration Statement (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 herein), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC the Depositor has furnished to you. Each Series of [Notes] [Certificates] and ▇▇▇▇▇ Fargo Securities, LLC, the representatives any classes of such Underwriters [Notes] [Certificates] (each a “RepresentativeClass”) within such Series may vary as to, among other things, number and types of Classes, principal or notional amount, interest rate, the percentage interest, if any, evidenced by each Class in the payments of principal of and interest on, or with respect to, the Primary Assets included in the related Trust [Fund], priority of payment among Classes, credit enhancement with respect to the Primary Assets 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 collectively any other terms contemplated by 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 related Operative Agreement with respect to the Underwriters for [Notes] [Certificates] of such Series. Each offering of the [Notes] [Certificates] to which the Representatives are acting as representatives shall this Agreement applies will be sold made pursuant to one the Registration Statement through you or more through an underwriting syndicate managed by you. Whenever the Depositor determines to form a Trust and to make such an offering of [Notes] [Certificates], it will enter into an appropriate agreement (each, a “Terms Agreements, among the Issuer, the Company, the Seller and the RepresentativesAgreement”), a form of which is attached hereto as Exhibit A (eachA, a “providing for the sale of certain classes of such [Notes] [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”), each of which incorporates by reference this Underwriting Agreement on their behalf (the “AgreementUnderwriters,” which term shall include you, whether acting alone in the applicable sale of such [Notes] [Certificates], or as a member of an underwriting syndicate). Such Terms Agreement if shall specify the context so requires). To undivided interest, principal or notional amount of each Class of the extent not defined herein[Notes] [Certificates] to be issued, capitalized terms used herein have the meanings assigned Classes of [Notes] [Certificates] subject to this Agreement, the price at which such terms in Classes of [Notes] [Certificates] are to be purchased by the Indenture Underwriters from the Depositor and the initial public offering price or the Pooling and Servicing method by which the price at which such [Notes] [Certificates] are to be sold will be determined. Each such offering of the [Notes] [Certificates] will be governed by this Agreement. Unless otherwise stated herein or in , as supplemented by 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 [Notes] [Certificates]. Capitalized terms not otherwise requires or if such term is otherwise defined herein are defined in the Indenture or the Pooling and Servicing related Operative 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 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 an Amended and Restated Trust Agreement, dated as of January 13October 9, 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”"). Capital One Bank (USA), National AssociationBank, a national Virginia banking association corporation (the “"Bank” " and the “"Seller”"), 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 “"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, 2002 and 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, 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 ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. and Credit Suisse Securities (USA) LLC, as underwriters, or through certain underwriters which include ▇▇▇▇▇▇▇, Sachs & Co. and Credit Suisse Securities (USA) LLC, one or more of which may, with ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. and Credit Suisse Securities (USA) LLC, act as the representatives of such underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “"Underwriter” " or, collectively, all such Underwriters may be referred to as the “"Underwriters”)"; each representative thereof may be referred to herein together as a or the "Representative", which shall include Credit Suisse Securities (USA) LLCor if there is more than one Representative, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, collectively all such Representatives may be referred to herein together as the representatives of such Underwriters (each a “Representative”, and collectively the “"Representatives”", which, if the context herein does require, shall include such Representatives ▇▇▇▇▇▇▇, Sachs & Co. and Credit Suisse Securities (USA) LLC, in their capacity as Underwriters Underwriter of any Notes or as RepresentativesRepresentative). Notes sold to the Underwriters for which ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. and Credit Suisse Securities (USA) LLC are the Representatives are acting as representatives shall be sold pursuant to one or more a Terms AgreementsAgreement, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “"Terms Agreement”"), each of which incorporates by reference this Underwriting Agreement (the “"Agreement,” " which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to herein as the “Program Agreements.” The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”") in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “"Act”"), a shelf registration statement on Form S-3 (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02having the registration number stated in the applicable Terms Agreement), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereofCommission. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “"Registration Statement.” " The Company proposes to file with the Commission pursuant to Rule 424(b) (“"Rule 424(b)”") of the rules and regulations of the Commission (the “"Rules and Regulations”") under the Act a supplement (together with static pool information (the “"Static Pool Information") required to be disclosed pursuant to Item 1105 of Regulation AB under the Act, without regard to whether such information is deemed to be a part of a prospectus under Item 1105(d) of Regulation AB under the Act, the "Prospectus Supplement”") to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “"Basic Prospectus”") relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “"Prospectus.”"

Introductory. Capital One Multi-asset Execution 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 $400,000,000 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 2025-1 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 2025-1 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 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” and the “Seller”), has entered into . The Receivables are transferred to the Issuer pursuant to the Second 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 Transfer and Servicing Agreement, dated as of September 3023, 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 2016 (as so amended and restated and as otherwise modified or amended from time to timeamended, the “Pooling Transfer 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 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 September 23, 2016 (as amended, the “Receivables Purchase Agreement”), between the Transferor and the Bank. The Bank has agreed to provide notices and perform on behalf of New York Mellon 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 the Second Amended and Restated Administration Agreement, dated as of September 23, 2016 (formerly known as The Bank of New Yorkamended, the “Administration Agreement”), between the Bank, as trustee administrator (in such capacity, the “Master Trust TrusteeAdministrator”). 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 Advanta Business Receivables Corp., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to cause Advanta Business Card Master Trust, a Delaware statutory common law trust (the “Issuer”), and Capital One Funding, LLC, a Virginia limited liability company to issue $225,000,000 aggregate principal amount of Advanta Business Card Master Trust AdvantaSeries Class A(2007-A2) Asset Backed Notes (the “CompanyClass A(2007-A2) Notes”), as beneficiary (the “Beneficiary”) of the Issuer, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) (Offered Notes” or the “Notes”). The Notes will be issued pursuant to the Indenture, dated as of October 9, 2002, as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”), between the Issuer and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated a common law trust formed pursuant to a Second Amended and Restated Trust Agreement, dated as of January 13August 1, 2006 2000 (as modified or amended from time to time, the “Trust Agreement”), ) between the Company and Wilmington Trust Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”), as amended by Amendment No. 1 to the Trust Agreement, dated as of May 9, 2006, between the Company and the Owner Trustee. The Notes will be secured issued pursuant to a Master Indenture, dated as of August 1, 2000 (the “Master Indenture”), between the Issuer and Deutsche Bank Trust Company Americas, as indenture trustee (the “Indenture Trustee”), as amended by certain Amendment No. 1 to the Master Indenture, dated as of May 9, 2006, between the Owner Trustee and the Indenture Trustee, as supplemented by the AdvantaSeries Indenture Supplement with respect to the Notes dated as of November 1, 2004 and, with respect to the Notes, as further supplemented by the Class A(2007-A2) Terms Document, dated as of April 20, 2007 (the AdvantaSeries Indenture Supplement, together with such terms documents, the “Indenture Supplement” and together with the Master Indenture, the “Indenture”). The assets of the IssuerIssuer will include Receivables and payments thereon in a portfolio of MasterCard and VISA revolving business purpose credit card accounts originated by Advanta Bank Corp. The Receivables are transferred to the Issuer pursuant to a Transfer and Servicing Agreement, including dated as of August 1, 2000 (the Collateral Certificate referred to below “Transfer and Servicing Agreement"), among the Company, Advanta Bank Corp. (collectively“Advanta"), as servicer (in such capacity, the “Collateral”). Capital One Bank (USAServicer"), National Association, a national banking association (the “Bank” and the “Seller”)Issuer, has entered into as amended by Amendment No. 1 to the Amended Transfer and Restated Servicing Agreement, dated as of May 9, 2006, among the Company, the Servicer and the Issuer. The Receivables transferred to the Issuer by the Company are acquired by the Company from Advanta, pursuant to a Receivables Purchase Agreement, dated as of July August 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 2000 (the “Receivables Purchase Agreement”) with ), between the Company under which and Advanta. Advanta granted a security interest in the Bank will sell receivables Receivables to the Indenture Trustee for the benefit of the Noteholders pursuant to a letter agreement dated as of August 1, 2000 (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “AccountsSecurity Agreement”), collections thereon between Advanta and the Indenture Trustee. Advanta has agreed to provide notices and perform on behalf of the Issuer certain related property to other administrative obligations required by the Company. The Company has conveyed Transfer and Servicing Agreement, the ReceivablesMaster Indenture and each indenture supplement for each series of notes issued by the Issuer, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to the Amended and Restated Pooling and Servicing an Administration Agreement, dated as of September 30, 1993, as amended and restated as of August 1, 2002, January 13, 2006 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 2000 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Administration Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002between Advanta, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee administrator (in such capacity, the “Master Trust TrusteeAdministrator”), and the Issuer. References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling The Transfer and Servicing Agreement, the Receivables Purchase Agreement, the Indenture, the Trust Agreement, the Security Agreement and the Transfer and Administration AgreementAgreement are referred to herein, dated as of October 9, 2002collectively, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate Transaction Documents.” This Underwriting Agreement is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,.” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling Transaction Documents. Advanta and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by hereby agree with the First Amendment thereto dated as of March 1, 2008 underwriters for the Offered Notes listed on Schedule A hereto (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to herein as the “Program Agreements.” The Company has prepared and filed with the Securities and Exchange Commission (the “CommissionUnderwriters”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus.”follows:

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

Introductory. Capital One 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 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 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 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 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 2017-2 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 Advanta Business Receivables Corp., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to cause Advanta Business Card Master Trust, a Delaware statutory common law trust (the “Issuer”), and Capital One Funding, LLC, a Virginia limited liability company to issue $400,000,000 aggregate principal amount of Advanta Business Card Master Trust AdvantaSeries Class A(2007-A5) Asset Backed Notes (the “Company”), as beneficiary (Class A(2007-A5) Notes” or the “Beneficiary”) of the Issuer, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) (Offered Notes” or the “Notes”). The Notes will be issued pursuant to the Indenture, dated as of October 9, 2002, as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”), between the Issuer and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated a common law trust formed pursuant to a Second Amended and Restated Trust Agreement, dated as of January 13August 1, 2006 2000 (as modified or amended from time to time, the “Trust Agreement”), ) between the Company and Wilmington Trust Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”), as amended by Amendment No. 1 to the Trust Agreement, dated as of May 9, 2006, between the Company and the Owner Trustee. The Notes will be secured issued pursuant to a Master Indenture, dated as of August 1, 2000 (the “Master Indenture”), between the Issuer and Deutsche Bank Trust Company Americas, as indenture trustee (the “Indenture Trustee”), as amended by certain Amendment No. 1 to the Master Indenture, dated as of May 9, 2006, between the Owner Trustee and the Indenture Trustee, as supplemented by the AdvantaSeries Indenture Supplement with respect to the Notes dated as of November 1, 2004 and, with respect to the Notes, as further supplemented by the Class A(2007-A5) Terms Document dated as of November 8, 2007 (the AdvantaSeries Indenture Supplement, together with such terms document, the “Indenture Supplement” and together with the Master Indenture, the “Indenture”). The assets of the IssuerIssuer will include Receivables and payments thereon in a portfolio of MasterCard and VISA revolving business purpose credit card accounts originated by Advanta Bank Corp. The Receivables are transferred to the Issuer pursuant to a Transfer and Servicing Agreement, including dated as of August 1, 2000 (the Collateral Certificate referred to below “Transfer and Servicing Agreement”), among the Company, Advanta Bank Corp. (collectively“Advanta”), as servicer (in such capacity, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the “Bank” and the “SellerServicer”), has entered into and the Amended Issuer, as amended by Amendment No. 1 to the Transfer and Restated Servicing Agreement, dated as of May 9, 2006, among the Company, the Servicer and the Issuer. The Receivables transferred to the Issuer by the Company are acquired by the Company from Advanta, pursuant to a Receivables Purchase Agreement, dated as of July August 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 2000 (the “Receivables Purchase Agreement”) with ), between the Company under which and Advanta. Advanta granted a security interest in the Bank will sell receivables Receivables to the Indenture Trustee for the benefit of the Noteholders pursuant to a letter agreement dated as of August 1, 2000 (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “AccountsSecurity Agreement”), collections thereon between Advanta and the Indenture Trustee. Advanta has agreed to provide notices and perform on behalf of the Issuer certain related property to other administrative obligations required by the Company. The Company has conveyed Transfer and Servicing Agreement, the ReceivablesMaster Indenture and each indenture supplement for each series of notes issued by the Issuer, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to the Amended and Restated Pooling and Servicing an Administration Agreement, dated as of September 30, 1993, as amended and restated as of August 1, 2002, January 13, 2006 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 2000 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Administration Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002between Advanta, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee administrator (in such capacity, the “Master Trust TrusteeAdministrator”), and the Issuer. References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling The Transfer and Servicing Agreement, the Receivables Purchase Agreement, the Indenture, the Trust Agreement, the Security Agreement and the Transfer and Administration AgreementAgreement are referred to herein, dated as of October 9, 2002collectively, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate Transaction Documents.” This Underwriting Agreement is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,.” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling Transaction Documents. Advanta and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by hereby agree with the First Amendment thereto dated as of March 1, 2008 underwriters for the Class A(2007-A5) Notes listed on Schedule A hereto (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to herein as the “Program Agreements.” The Company has prepared and filed with the Securities and Exchange Commission (the “CommissionUnderwriters”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus.”follows:

Introductory. Capital One Multi-asset Execution CNH Wholesale Receivables LLC, a Delaware limited liability company (the “Transferor”), proposes to cause CNH Wholesale Master Note Trust, a Delaware statutory trust (the “Trust” or the “Issuer”), to issue and Capital One Fundingsell $698,489,000 principal amount of Floating Rate Class A Asset Backed Notes, LLC, a Virginia limited liability company Series 2005-1 (the “CompanyA Notes”)) and $51,511,000 principal amount of Floating Rate Class B Asset Backed Notes, as beneficiary Series 2005-1 (the “Beneficiary”) of B Notes” and, together with the IssuerA Notes, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”), to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you are acting as representatives (the “Representatives”). The assets of the Trust include, among other things, wholesale receivables generated by CNH Capital America LLC (formerly known as Case Credit Corporation), a Delaware limited liability company (“CNH Capital”), from time to time in certain revolving floorplan financing arrangements with selected agricultural and construction equipment and/or parts dealers (the “Receivables”) and collections on the Receivables. Certain Receivables existing at the opening of business on June 1, 2005 (the “Cut-Off Date”), have been, and substantially all Receivables arising thereafter have been and will continue to be, sold, assigned, transferred and conveyed by CNH Capital to the Transferor pursuant to a Receivables Purchase Agreement, dated as of September 1, 2003 (as amended from time to time, the “Purchase Agreement”), between the Transferor and CNH Capital. The Transferor has sold, assigned, transferred and conveyed such property to the Issuer pursuant to the Transfer and Servicing Agreement dated as of September 1, 2003 (as amended from time to time, the “Transfer and Servicing Agreement”), among the Transferor, CNH Capital, as servicer (in such capacity, the “Servicer”) and the Issuer. The Issuer in turn has pledged such property to the Indenture Trustee under the Indenture. The Receivables are serviced for the Trust by CNH Capital. The Notes will be issued pursuant to the Indenture, Indenture dated as of October 9, 2002, as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March September 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement 2003 (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”), between the Issuer Trust and The Bank of New York Mellon JPMorgan Chase Bank, N.A. (formerly known as The Bank of New York), as trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated pursuant , as supplemented by the Series 2005-1 Supplement to a Second Amended and Restated Trust Agreement, be dated as of January 13June 29, 2006 2005 (the “Series Supplement”), between the Trust and the Indenture Trustee. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Transfer and Servicing Agreement, or, if not defined therein, in the Indenture or the Trust Agreement dated as of September 1, 2003 (as modified or amended and supplemented from time to time, the “Trust Agreement”), between the Company, as Beneficiary Transferor and as transferor (in such capacity, the “Transferor”), and Deutsche The Bank Trust Company Delaware, a Delaware banking corporationof New York, as owner trustee (the “Owner Trustee”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the “Bank” and the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to the Amended and Restated Pooling and Servicing Agreement, dated as of September 30, 1993, as amended and restated as of August 1, 2002, January 13, 2006 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to herein as the “Program Agreements.” The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus.”

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

Introductory. Capital One Multi-asset Execution Trust, a Delaware statutory trust (the “Issuer”), and Capital One Funding, LLC, a Virginia limited liability company (the “Company”), as beneficiary (the “Beneficiary”) of the Issuer, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”). The Notes will be issued pursuant to the Indenture, dated as of October 9, 2002, as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each Document having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”), between the Issuer and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated pursuant to a Second Amended and Restated Trust Agreement, dated as of January 13, 2006 (as modified or amended from time to time, the “Trust Agreement”), between the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the “Bank” and the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to the Amended and Restated Pooling and Servicing Agreement, dated as of September 30, 1993, as amended and restated as of August 1, 2002, January 13, 2006 and July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, Agreement and the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through 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 TrustDynatech Corporation, a Massachusetts corporation ("Dynatech" or the "Company") and its wholly owned subsidiary TTC Merger Co. LLC, a Delaware statutory trust limited liability company ("TTC Merger Co" and, together with Dynatech, the "Initial Issuers") propose, subject to the terms and conditions stated herein, to issue and sell to Credit Suisse First Boston Corporation ("CSFBC") and ▇.▇. ▇▇▇▇▇▇ Securities Inc. (the “Issuer”"Initial Purchasers") U.S.$275,000,000 principal amount of its 9 3/4% Senior Subordinated Notes Due 2008 (the "Notes") to be issued under an indenture dated as of May 21, 1998 (the "Indenture") among Dynatech, TTC Merger Co, and State Street Bank and Trust Company, a Massachusetts trust company, as Trustee (the "Trustee"). Immediately after the issuance of the Notes on the Closing Date (as defined in Section 3 below), and Capital One Funding(i) TTC Merger Co will be merged into Telecommunications Techniques Co., LLC, a Virginia Delaware limited liability company to be formed prior to the Closing Date (as defined below) ("TTC"), with TTC as the surviving company (the “Company”"Second Merger"), (ii) TTC will succeed to and assume all of the obligations under the Indenture and the Notes and (iii) Dynatech will be released from its obligations as beneficiary a primary obligor under the Indenture and the Notes. Dynatech will guarantee the monetary obligations of TTC Merger Co and TTC under the Indenture, on a senior subordinated basis (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”"Parent Guarantee"). The Notes On the Closing Date TTC, Dynatech and the trustee will be issued pursuant enter into a supplement to the Indenture, dated as of October 9, 2002, as amended the Closing Date (the "First Supplemental Indenture") whereby TTC will confirm its assumption of all of the obligations under the Indenture and restated as Dynatech will confirm its obligations under the Parent Guarantee. As a result of January 13, 2006, the Second Merger and as amended by the First Amendment other transactions related thereto, dated as TTC will be a wholly-owned subsidiary of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement Dynatech and the Terms Documentdirect or indirect parent company of all of Dynatech's other active subsidiaries, each having the date stated in the applicable Terms Agreement including Itronix Corporation, a Washington corporation (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”"Itronix"), between the Issuer and The Bank of New York Mellon Industrial Computer Source Inc., a California corporation (formerly known as The Bank of New York"ICS"), as trustee AIRSHOW Inc., a California corporation (in such capacity"AIRSHOW") and da Vinci Systems, the “Indenture Trustee”Inc., a Florida corporation ("da Vinci"). The Issuer is operated pursuant to a Second Amended TTC, Itronix ICS, AIRSHOW 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 da Vinci 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 "Subsidiaries" 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 Notes have not been registered under 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 U.S. Securities Act of September 30, 19931933, 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”"Securities Act"), as supplemented by and may be offered and sold only (1) outside the Series 2002-CC Supplement United States in reliance on Regulation S under the Securities Act ("Regulation S") and (2) in 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 United States to qualified institutional buyers (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 Rule 144A under the Pooling and Servicing Agreement that represents undivided interests Securities Act) in certain assets of reliance on Rule 144A under the Master Trust. The Securities Act ("Rule 144A") (such Notes designated in the applicable Terms Agreement will to be sold in a public offering represented 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 Agreementsglobal Notes in registered form). Holders (including the Initial Purchasers and their direct and indirect transferees) of the Notes will be entitled to the benefits of a Registration Rights Agreement, among substantially in the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A Annex I (each, a “Terms the "Registration Rights Agreement”"), pursuant to which Dynatech and TTC 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 will agree 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 use its reasonable best efforts 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 file with the Securities and Exchange Commission (the “"Commission”") in accordance with the provisions of (i) a registration statement under the Securities Act (the "Exchange Offer Registration Statement") registering an issue of 1933, as amended, senior subordinated notes of TTC (including the Parent Guarantee) (the "Exchange Securities") which are identical in all material respects to the Notes (except that the Exchange Securities will not contain terms with respect to transfer restrictions or with respect to additional interest) and the rules and regulations of the Commission thereunder (collectively, the “Act”)ii) under certain circumstances, 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 Act, is referred to in this Agreement as Securities Act (the “"Shelf 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 TrustDevelopers Diversified Realty Corporation, a Delaware statutory trust (the “Issuer”), and Capital One Funding, LLC, a Virginia limited liability company an Ohio corporation (the “Company”), as beneficiary proposes to issue and sell its senior debt securities (the “BeneficiarySenior Securities”) or its subordinated debt securities (the “Subordinated Securities”), or both, from time to time, in one or more offerings on terms to be determined at the time of sale. The Senior Securities will be issued under an indenture dated as of May 1, 1994, as amended and supplemented by the Issuerfirst supplemental indenture, propose dated as of May 10, 1995, the second supplemental indenture, dated as of July 18, 2003, the third supplemental indenture, dated as of January 23, 2004, the fourth supplemental indenture, dated as of April 22, 2004, the fifth supplemental indenture, dated as of April 28, 2005, the sixth supplemental indenture, dated as of October 7, 2005, the seventh supplemental indenture, dated as of August 28, 2006, the eighth supplemental indenture, dated as of March 13, 2007, the ninth supplemental indenture, dated as of September 30, 2009, the tenth supplemental indenture, dated as of March 19, 2010 (such indenture, as amended and supplemented, the “Base Indenture”), and the eleventh supplemental indenture, dated on or prior to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement Closing Time (as hereinafter defined) (the “Notes”). The Notes will be issued pursuant to Eleventh Supplemental Indenture,” and together with the Base Indenture, dated as of October 9, 2002, as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “Senior Indenture”), ) between the Issuer Company and The U.S. Bank of New York Mellon National Association (formerly known as The successor to U.S. Bank of New YorkTrust National Association (as successor to National City Bank)), as trustee (in such capacity, the “Indenture Senior Trustee”), and the Subordinated Securities will be issued under an indenture dated as of May 1, 1994 (the “Subordinated Indenture”) between the Company and JPMorgan Chase Bank, N.A. (formerly known as Chemical Bank), as trustee (the “Subordinated Trustee”). The Issuer is operated pursuant term “Trustee” as used herein shall refer to a Second Amended and Restated Trust Agreement, dated as of January 13, 2006 (as modified either the Senior Trustee or amended from time to time, the “Trust Agreement”), between the CompanySubordinated Trustee, as Beneficiary and as transferor (in such capacityappropriate, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the “Bank” and the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to the Amended and Restated Pooling and Servicing Agreement, dated as of September 30, 1993, as amended and restated as of August 1, 2002, January 13, 2006 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified for Senior Securities or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to herein as the “Program Agreements.” The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus.”Subordinated

Introductory. Capital One Multi-asset Execution Trust, a Delaware statutory trust (the “Issuer”), and Capital One Funding, LLC, a Virginia limited liability company (the “Company”), as beneficiary (the “Beneficiary”) of the Issuer, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”). The Notes will be issued pursuant to the Indenture, dated as of October 9, 2002, as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each Document having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”), between the Issuer and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated pursuant to a Second Amended and Restated Trust Agreement, dated as of January 13, 2006 (as modified or amended from time to time, the “Trust Agreement”), between the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the “Bank” and the “Seller”), has entered into the Amended 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 TrustITC Holdings Corp., a Delaware statutory trust (the “Issuer”), and Capital One Funding, LLC, a Virginia limited liability company Michigan corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto (the initial “Purchasers”) for whom L▇▇▇▇▇ Brothers Inc. (“L▇▇▇▇▇”) and Credit Suisse (“Credit Suisse”) are acting as beneficiary representatives (the “BeneficiaryRepresentatives”) U.S.$385,000,000 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 6.050% Senior Notes due 2018 (the “NotesOffered Securities”) to be issued under an indenture (the “Original Indenture”). , dated as of July 16, 2003, between the Company and The Notes will be issued pursuant Bank of New York Trust Company, N.A. (as successor to BNY Midwest Trust Company), as Trustee, as amended and supplemented by the First Supplemental Indenture, dated as of July 16, 2003 (the “First Supplemental Indenture”), as amended and supplemented by the Second Supplemental Indenture, dated as of October 910, 20022006 (the “Second Supplemental Indenture”), and as proposed to be amended and restated supplemented by the Third Supplemental Indenture, to be dated as of January 1324, 20062008 (the “Third Supplemental Indenture” and, and as amended by together with the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool SupplementSupplemental Indenture, the Second Supplemental Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to timeOriginal Indenture, the “Indenture”), between the Issuer and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated pursuant to a Second Amended and Restated Trust Agreement, dated as of January 13, 2006 (as modified or amended from time to time, the “Trust Agreement”), between 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 United States 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 are herein collectively referred to as the “Basic ProspectusSecurities Act.” The Offered Securities are being sold by the Company in connection with the acquisition (the “Asset Acquisition”), pursuant to that certain asset sale agreement, dated as of January 18, 2007, between the Company’s subsidiary, ITC Midwest LLC (“ITC Midwest”) relating to and Interstate Power and Light Company (“IP&L”) (the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement“Asset Sale Agreement”) and, together with any amendment thereof or supplement theretothe agreements ancillary thereto necessary to transfer the assets and liabilities as contemplated by the Asset Sale Agreement and the Distribution Interconnect Agreement, is hereinafter referred to the Generator Interconnect Agreement and the Transition Services Agreement (each as defined in the Asset Sale Agreement), the “ProspectusAsset Acquisition Documents.” Pursuant to the Asset Sale Agreement, ITC Midwest acquired all of the electric transmission assets (the “Assets”) of IP&L, a subsidiary of Alliant Energy Corporation, in a transaction valued at approximately $783

Introductory. Capital One Multi-asset Execution TrustProLogis, a Delaware statutory Maryland real estate investment trust (the “Issuer”), and Capital One Funding, LLC, a Virginia limited liability company (the “Company”), as beneficiary proposes to issue and sell to the several underwriters named in Schedule A (the “BeneficiaryUnderwriters”) ), acting severally and not jointly, the respective amounts set forth in Schedule A hereto of $600,000,000 aggregate principal amount of the Issuer, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) Company’s 7.375% Notes due 2019 (the “Notes”). Banc of America Securities LLC, Citigroup Global Markets Inc. and ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes. The Notes will be issued pursuant to the Indenture, dated as of October 9, 2002, as amended and restated as of January 13, 2006, and as amended by the First Amendment theretoan indenture, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement 1995 (as so supplemented and as otherwise modified or amended from time to time, the “Base Indenture”), between the Issuer and The Bank of New York Mellon Company (formerly known Security Capital Industrial Trust) and U.S. Bank National Association (as The successor in interest to State Street Bank of New Yorkand Trust Company), as trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated pursuant to a Second Amended and Restated Trust Agreement, dated as of January 13, 2006 (as modified or amended from time to time, the “Trust Agreement”), between the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the “Bank” and the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to the Amended and Restated Pooling and Servicing Agreement, dated as of September 30, 1993, as amended and restated as of August 1, 2002, January 13, 2006 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement first supplemental indenture, dated as of February 9, 2005 (the “Series SupplementFirst Supplemental Indenture”), the second supplemental indenture, dated as of November 2, 2005 (the “Second Supplemental Indenture”), the third supplemental indenture, dated as of November 2, 2005 (the “Third Supplemental Indenture”), the fourth supplemental indenture, dated as of March 26, 2007 (the “Fourth Supplemental Indenture”), the fifth supplemental indenture, dated as of November 8, 2007 (the “Fifth Supplemental Indenture”), the sixth supplemental indenture, dated as of May 7, 2008 (the “Sixth Supplemental Indenture”), the seventh supplemental indenture, dated as of May 7, 2008 (the “Seventh Supplemental Indenture”), the eighth supplemental indenture, dated as of August 14, 2009 (the “Eighth Supplemental Indenture”) and the ninth supplemental indenture, dated as of October 92, 20022009 (the “Ninth Supplemental Indenture” and together with the Base Indenture, as amended by the First Amendment theretoSupplemental Indenture, dated as the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture, the Sixth Supplemental Indenture, the Seventh Supplemental Indenture and the Eighth Supplemental Indenture, the “Indenture”). Certain terms of March 1, 2008, among the Company, as Transferor Notes will be established pursuant to Board Resolutions (as defined in the Pooling and Servicing Agreement), Indenture) adopted by the BankCompany pursuant to Section 301 of the Base Indenture. The Notes will be issued in book-entry form in the name of Cede & Co., as servicer nominee of The Depository Trust Company (the “ServicerDepositary”), and The Bank pursuant to a Letter of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration AgreementRepresentations, dated as of October 9December 29, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 2003 (the “Transfer DTC Agreement”), among between the Issuer, the Transferor, the Bank, as administrator, Company and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). 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 AgreementsDepositary.” 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 TrustWFN Credit Company, a Delaware statutory trust LLC (“WFN LLC”) proposes to cause World Financial Network Credit Card Master Note Trust (the “Issuer”)) to issue $500,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class A Fixed Rate Asset Backed Notes, 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) Series 2024-B (the “Notes”). The Notes will be issued pursuant are referred to herein as the Indenture“Underwritten Notes”. RBC Capital Markets, dated as of October 9LLC, 2002BofA Securities, as amended Inc. 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 DocumentScotia Capital (USA) Inc., each having as a representative of the date stated in the applicable Terms Agreement Underwriters (as so supplemented defined below) may be referred to herein individually as a “Representative” and collectively as otherwise modified or amended from time to time, the “IndentureRepresentatives”), 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”). WFN 2024-B Underwriting Agreement The Issuer is operated a Delaware statutory trust formed pursuant to a Second (a) an Amended and Restated Trust Agreement, dated as of January 13August 1, 2006 (as modified or amended from time to time, the “Trust Agreement”)2001, between the CompanyWFN LLC, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Citicorp Trust Delaware, National Association (“Citicorp Trust”), as successor to U.S. Bank Trust Company Delaware, a Delaware banking corporationNational Association (“USBTNA”), 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 theretoto the Amended and Restated Trust Agreement, dated as of March 1May 25, 2008 2021, between the Transferor and the Owner Trustee, and as supplemented by the Agreement of Resignation, Appointment and Acceptance (the “Receivables Purchase Agreement of Resignation”), dated as of May 25, 2021, by and among the Transferor, USBTNA, as resigning Owner Trustee, and Citicorp Trust, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Company under which Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on May 25, 2021. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to Master Indenture, dated as of August 13, 2003, the Supplemental Indenture No. 2 to Master Indenture, dated as of June 13, 2007, the Supplemental Indenture No. 3 to Master Indenture, dated as of May 27, 2008, the Supplemental Indenture No. 4 to Master Indenture, dated as of June 28, 2010, the Supplemental Indenture No. 5 to Master Indenture, dated as of February 20, 2013, the Supplemental Indenture No. 6 to Master Indenture, dated as of July 6, 2016, the Supplemental Indenture No. 7 to Master Indenture, dated as of June 11, 2020, and the Supplemental Indenture No. 8 to Master Indenture, dated as of April 26, 2024, each between the Issuer and U.S. Bank will sell receivables National Association (“U.S. Bank”), as successor to MUFG Union Bank, N.A. (“Union Bank”) and other predecessor entities, as indenture trustee (the “ReceivablesIndenture Trustee”) generated from time to time in certain designated consumer ), and small business revolving credit card accounts as supplemented by the Succession Agreement, dated as of June 18, 2021 (the “AccountsSuccessor Indenture Trustee Agreement”), collections thereon by and certain related property among Comenity Bank (the “Bank”), as administrator (in such capacity, the “Administrator”), the Issuer, Union Bank, as resigning Indenture Trustee, and U.S. Bank, as successor Indenture Trustee (as heretofore amended and supplemented, the “Master Indenture”), and as further supplemented by the Series 2024-B Indenture Supplement with respect to the CompanyNotes, to be dated as of August 13, 2024 (the “Indenture Supplement” and, together with the Master Indenture, the “Indenture”). The Company has conveyed primary asset of the Receivables, collections thereon and certain related property to Issuer is a certificate (the Capital One “Collateral Certificate”) representing a beneficial interest in the assets held in the World Financial Network Credit Card Master Trust (the “Master TrustWFNMT”) ), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of September 30January 17, 19931996, as amended and restated as of September 17, 1999, as amended and restated a second time as of August 1, 2002, January 13, 2006 and July 1, 20072001, as amended by the First Omnibus Amendment theretoreferred to below, the Second Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004, the Third Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated as of March 130, 2008 and as further amended by 2005, the Fourth Amendment to the Second Amendment theretoAmended and Restated Pooling and Servicing Agreement, dated as of July 15June 13, 2010 (as so amended and restated and as otherwise modified or amended from time to time2007, the “Fifth Amendment to the Second Amended and Restated Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 926, 20022007, as amended by the First Sixth Amendment theretoto the Second Amended and Restated Pooling and Servicing Agreement, dated as of March 1May 27, 2008, among the Company, as Transferor (as defined in Seventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement), dated as of June 28, 2010, the Eighth Amendment to the Second Amended and Restated Pooling and WFN 2024-B Underwriting Agreement Servicing Agreement, dated as of November 9, 2011, the Ninth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of December 1, 2016, the Tenth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of August 16, 2018, the Eleventh Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of June 11, 2020, the Twelfth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 27, 2020, and the Thirteenth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of April 26, 2024, each among the Transferor, the Bank, as servicer (the “Servicer”), and The U.S. Bank, as successor to Union Bank of New York Mellon (formerly known as The Bank of New York)and other predecessor entities, as trustee (in such capacitythe “WFNMT Trustee”), and as supplemented by the Succession Agreement, dated as of June 18, 2021 (the “Successor Trustee Agreement”), by and among the Transferor, Union Bank, as resigning WFNMT Trustee, and U.S. Bank, as successor WFNMT Trustee (as heretofore amended and supplemented, the “Master Trust TrusteeAmended and Restated Pooling and Servicing Agreement”). References herein , and as further supplemented by the Collateral Series Supplement to the Amended and Restated Pooling and Servicing Agreement, unless otherwise specifieddated as of August 21, shall mean 2001, and as amended as of November 7, 2001 and as of July 6, 2016 (as heretofore amended, the Pooling “Collateral Supplement” and, together with the Amended and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Restated Pooling and Servicing Agreement, the Trust “PSA”). The assets of WFNMT include, among other things, certain amounts due (the “Receivables”) on a pool of private-label credit card accounts of the Bank (the “Accounts”). The Receivables are transferred by the Transferor to WFNMT pursuant to the Amended and Restated Pooling and Servicing Agreement, and . The Receivables transferred to WFNMT by the Transfer and Administration Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of October 9August 1, 20022001, as amended by the First Amendment theretoto the Receivables Purchase Agreement, dated as of June 28, 2010, the Second Amendment to the Receivables Purchase Agreement, dated as of November 9, 2011, the Third Amendment to the Receivables Purchase Agreement, dated as of July 6, 2016, the Fourth Amendment to the Receivables Purchase Agreement, dated as of June 11, 2020, and the Fifth Amendment to the Receivables Purchase Agreement, dated as of April 26, 2024 (as heretofore amended, the “Receivables Purchase Agreement”), between WFN LLC and the Bank. The Collateral Certificate has been transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2001, as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, the Omnibus Amendment referred to below, the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, the Fourth Amendment to the Transfer and Servicing Agreement, dated as of March 130, 2008 2005, the Fifth Amendment to the Transfer and Servicing Agreement, dated as of June 13, 2007, the Sixth Amendment to the Transfer and Servicing Agreement, dated as of October 26, 2007, the Seventh Amendment to the Transfer and Servicing Agreement, dated as of June 28, 2010, the Eighth Amendment to the Transfer and Servicing Agreement, dated as of June 15, 2011, the Ninth Amendment to the Transfer and Servicing Agreement, dated as of November 9, 2011, the Tenth Amendment to the Transfer and Servicing Agreement, dated as of July 6, 2016, and the Eleventh Amendment to the Transfer and Servicing Agreement, dated as of April 26, 2024 (as heretofore amended, the “TSA”), among the Transferor, the Servicer, and the Issuer. References to the “Omnibus Amendment” herein refer to that certain Omnibus Amendment, dated as of March 31, WFN 2024-B Underwriting Agreement 2003, among the Transferor, the Servicer, the Issuer, the WFNMT Trustee and the Indenture Trustee. Certain of the Receivables (and the related Accounts) will be subject to review by FTI Consulting, Inc. (the “Transfer 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 July 6, 2016 (as amended or supplemented from time to time, the “Asset Representations Review Agreement”), among the IssuerBank, as seller, the Transferor, the Servicer, the Issuer and the Asset Representations Reviewer. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the TSA, the Trust 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 August 1, 2001, as amended by the First Amendment to the Administration Agreement, dated as of July 31, 2009 (as heretofore amended, the “Administration Agreement”), between the Bank, as administratorAdministrator, and the Indenture TrusteeIssuer. The TSA, the Company has caused PSA, the Master Receivables Purchase Agreement, the Indenture, the Trust Agreement, the Administration 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 Program Documents.” This Underwriting Agreement is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms 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 AgreementsDocuments.” 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) LLC, RBC Capital Markets, LLC [ ] and ▇▇▇▇▇ Fargo Securities, LLC[ ], the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to herein as the “Program Agreements.” The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-189293333-[ ], ▇▇▇-▇▇▇▇▇▇-▇▇ 333-[ ] and 333-189293-02333-[ ]), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus.”

Introductory. Capital One Multi-asset Execution Trust, a Delaware statutory trust (the “Issuer”), and Capital One 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, 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. 333-189293205946, ▇▇▇-▇▇▇▇▇▇-▇▇ 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 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 Deutsche Bank Securities Inc. and RBS Securities Inc. as underwriters, or through certain underwriters which include Deutsche Bank Securities Inc. and RBS Securities Inc., one or more of which may, with Deutsche Bank Securities Inc. and RBS 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 Deutsche Bank Securities Inc. and RBS Securities Inc., in their capacity as Underwriters Underwriter of any Notes or as RepresentativesRepresentative). Notes sold to the Underwriters for which Deutsche Bank Securities Inc. and RBS 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 TrustFirstMerit Corporation, a Delaware statutory trust (the “Issuer”), and Capital One Funding, LLC, a Virginia limited liability company an Ohio corporation (the “Company”), as beneficiary agrees with RBC Capital Markets Corporation (the “BeneficiaryManager”) to issue and sell from time to time through the Manager, as sales agent and/or principal, shares of the Issuerits common stock, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) no par value (the “NotesCommon Stock”), on the terms set forth herein. The Company is concurrently entering into a separate distribution agency agreement (the “Alternative Agreement”), dated of even date herewith, with Credit Suisse Securities (USA) LLC (the “Alternative Agent”), to issue and sell from time to time through the Alternative Agent, as sales agent and/or principal, shares of Common Stock on the terms set forth in the Alternative Agreement. This Agreement and the Alternative Agreement are collectively referred to herein as the “Distribution Agreements.” The aggregate gross sales price of shares of Common Stock (the “Shares”) to be issued and sold pursuant to the Distribution Agreements shall not exceed $150,000,000 (the “Maximum Amount”). The Notes will be issued pursuant to the IndentureCompany previously entered into a distribution agency agreement, dated as of October 9May 6, 2002, as amended and restated as of January 13, 2006, and as amended by 2009 (the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement “May 2009 Distribution Agreement” and the Terms Document, each having equity shelf program to which the date stated in the applicable Terms May 2009 Distribution Agreement (as so supplemented and as otherwise modified or amended from time to timerelates, the “IndentureMay 2009 Program”), 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 pursuant to which the Company agreed to issue and ▇▇▇▇▇ Fargo Securities, sell from time to time through Credit Suisse Securities (USA) LLC, the representatives as sales agent and/or principal, a number of such Underwriters (each shares of Common Stock having a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters gross sales price of any Notes or as Representatives)up to $100,000,000. Notes sold to the Underwriters for which the Representatives are acting as representatives shall be The shares of Common Stock sold pursuant to one or more Terms Agreementsthe May 2009 Program were issued pursuant to a prospectus supplement, among dated May 6, 2009, to the Issueraccompanying prospectus, dated February 6, 2009, which form a part of the Registration Statement on Form S-3 filed with the Commission (as defined herein) on February 6, 2009. No additional sales of shares of Common Stock are contemplated to be made under the May 2009 Program. The Company acknowledges and agrees that the execution of the Distribution Agreements shall not affect the Company’s continuing obligations under the May 2009 Distribution Agreement, including, without limitation, the Companyindemnification obligations contained therein. The Manager agrees that whenever the Company determines to sell the Shares through the Manager, acting as sales agent, the Seller Company will send to the Manager a notice (a “Transaction Notice”) setting forth the terms of such proposed transaction and which will be subject to acceptance by the RepresentativesManager in accordance with Section 3 hereof. The Company agrees that whenever it determines to sell the Shares directly to the Manager, as principal, it will enter into a form of which is attached hereto as Exhibit A separate agreement (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement () in form and substance satisfactory to 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 Manager relating 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”) sale in accordance with Section 3 of this Agreement. The Company agrees that it shall issue and sell from time to time through Credit Suisse Securities (USA) LLC, as sales agent and/or principal, the provisions first $100,000,000 of the Securities Act of 1933, as amended, and Maximum Amount under the rules and regulations of the Commission thereunder (collectively, the “Act”), a equity 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 program established 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 StatementDistribution Agreements.” 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 TrustRepublic Services, Inc., a Delaware statutory trust (the “Issuer”), and Capital One Funding, LLC, a Virginia limited liability company corporation (the “Company”), as beneficiary (the “Beneficiary”) of the Issuer, propose proposes to issue and 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 several Underwriters named in the applicable Terms Agreement Schedule A (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 acting severally and not jointly, the respective amounts set forth in such Schedule A of $850,000,000 aggregate principal amount of the Company’s 3.55% Notes due 2022 (the “Securities”). Deutsche Bank Securities (USA) LLC, RBC Capital Markets, LLC Inc. and ▇▇▇▇▇ Fargo Securities, LLC, the LLC (“▇▇▇▇▇ Fargo”) have agreed to act as representatives of such the several Underwriters (each a “Representative”in such capacity, and collectively the “Representatives”) in connection with the offering and sale of the Securities. The Securities will be issued pursuant to an indenture (the “Base Indenture”), whichto be dated as of the Closing Date (as defined in Section 2(b) below), if between the context herein does requireCompany and ▇▇▇▇▇ Fargo Bank, shall include such Representatives in their capacity National Association, as Underwriters of any Notes or as Representativestrustee (the “Trustee”). Notes sold Certain terms of the Securities will be established pursuant to a first supplemental indenture to the Underwriters for which Base Indenture to be entered between the Representatives are acting Company and the Trustee and dated as representatives shall of the Closing Date (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). The Securities will be sold issued in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to one a Letter of Representations, to be dated on or more Terms Agreements, among before the Issuer, Closing Date (the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms DTC 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 between 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.” Depositary. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of under the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Securities Act”), a shelf registration statement on Form S-3 (NosFile No. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02166469), including a form of base prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective debt securities that may be offered from time to time 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 CommissionCompany. Such registration statement, as amended at as of the time of effectivenessdate hereof (including by the automatically effective post-effective amendment dated April 27, 2012), including all material incorporated by reference therein and including all information (the information, if any) , deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of effectiveness pursuant to (“Rule 430B under the Act430 Information”), is referred to in this Agreement herein as the “Registration Statement.”; and as used herein, the term “Preliminary Prospectus” The Company proposes to file means the preliminary prospectus supplement, dated May 14, 2012, together with the Commission base prospectus included therein dated April 27, 2012, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 424(b173 under the Securities Act) in connection with confirmation of sales of the Securities, which is the final prospectus supplement, dated May 14, 2012, together with the base prospectus included therein dated April 27, 2012. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 424(b462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents that are or are deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”) , “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Rules and RegulationsExchange Act”) under that are or are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the Act a supplement (the “Prospectus Supplement”) meanings given to the prospectus included such terms in the Registration Statement and the Prospectus. At or prior to 3:50 p.m. New York City time on the date hereof (such the “Time of Sale”), the Company prepared the following information (collectively, the “Time of Sale Information”): (i) the Preliminary Prospectus and (ii) each “free-writing prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission ” (as defined pursuant to Rule 424(b), is hereinafter referred to 405 under the Securities Act) listed on Exhibit C hereto as constituting part of the “Basic Prospectus”) relating to the Notes and the method Time of distribution thereofSale Information. 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 Underwriters 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 Capital Markets, 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 $775,000,000 principal amount of Class A Floating Rate Asset Backed Certificates, Series 1999-1 (the “Receivables”"Class A 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 Class A Certificates will be issued pursuant to the Amended and Restated (a) 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 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 October 26, 1995 (in such capacitythe "P&S Agreement") and (b) the Series 1999-1 Supplement to the P&S Agreement, to be dated as of March 24, 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 March 24, 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 TrustBanc of America Funding Corporation, a Delaware statutory trust corporation (the “Issuer”"Company"), and Capital One Funding, LLC, a Virginia limited liability company proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter") $478,411,100 aggregate Class Certificate Balance of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the “Company”)"Offered Certificates") having the aggregate initial Class Certificate Balances set forth in Schedule I (subject to an upward or downward variance, as beneficiary (the “Beneficiary”) not to exceed 5%, of the Issuer, propose precise initial Class Certificate Balance within such range to sell be determined by the notes of the series, classes and tranches designated Company in the applicable Terms Agreement (as hereinafter defined) (the “Notes”its sole discretion). The Notes will be issued pursuant to the IndentureOffered Certificates, dated as together with nine classes of October 9, 2002, as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”), between the Issuer and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated pursuant to a Second Amended and Restated Trust Agreement, dated as of January 13, 2006 (as modified or amended from time to time, the “Trust Agreement”), between the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee subordinate certificates (the “Owner Trustee”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the “Bank” and the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”"Non-Offered Certificates") with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to the Amended and Restated Pooling and Servicing Agreement, dated as of September 30, 1993, as amended and restated as of August 1, 2002, January 13, 2006 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to herein as the “Program Agreements.” The Company has prepared "Certificates" and filed with evidence the Securities and Exchange Commission entire ownership interest in the assets of a trust estate (the “Commission”"Trust Estate") consisting primarily of a pool of variable interest rate mortgage loans having original terms to maturity of approximately 240 to 360 months as described in accordance with Schedule I (the provisions "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), dated February 28, 2006 by and between the Company, as purchaser and Bank of America, National Association, as seller. As of the Securities Act close of 1933business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the assets of the Trust Estate as multiple separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, dated February 28, 2006 (the "Pooling Agreement"), among the Company, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-189293depositor, ▇▇▇-▇▇▇▇▇▇-▇▇ Fargo Bank, N.A., as trustee (the "Trustee") and 333-189293-02Bank of America, National Association, as servicer (the "Servicer"). The Offered Certificates will be issued in the denominations specified in Schedule I. The Pooling Agreement, including a form of prospectusthis Agreement, relating to the Notes Mortgage Loan Purchase Agreement and the Collateral Certificate. The registration statement as amended has been declared effective purchase agreement, to be dated February 28, 2006, by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statementbetween BAS, as amended at purchaser, and the time of effectiveness, including all material incorporated by reference therein and including all information Company (if anythe "Purchase Agreement") deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is are collectively referred to in this Agreement herein as the “Registration Statement"Basic Documents.” The Company proposes to file with " Capitalized terms used herein that are not otherwise defined herein have the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included meanings assigned thereto in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “ProspectusPooling Agreement.”

Introductory. Capital One Multi-asset Execution 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, 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 TrustCheniere Energy, Inc., a Delaware statutory trust (the “Issuer”), and Capital One Funding, LLC, a Virginia limited liability company corporation (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 $2,000,000,000 principal amount of its 4.625% Senior Secured Notes due 2028 (the “NotesSecurities”). The Notes will Securities shall be issued pursuant under an indenture, to the Indenture, be dated as of October 9September 22, 20022020 (the “Base Indenture”), between the Company and The Bank of New York Mellon, as amended and restated as of January 13, 2006, and as amended by Trustee (the First Amendment thereto, dated as of March 1, 2008“Trustee”), as supplemented by a first supplemental indenture, to be dated as of September 22, 2020 (the Asset Pool Supplement, “First Supplemental Indenture”) (the Base Indenture Supplement and as supplemented by the Terms Document, each having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to timeFirst Supplemental Indenture, the “Indenture”), between The Securities will be secured by the Issuer and The Bank of New York Mellon Collateral (formerly known as The Bank of New Yorkherein defined), on which the Company has granted a security interest to Société Générale, as trustee collateral agent (in such capacity, the “Indenture TrusteeCollateral Agent”). The Issuer is operated pursuant to a Second , in accordance with the Security Documents (as defined in the Amended and Restated Trust Pledge and Security Agreement, dated as of January 13June 18, 2006 2020, between the Company and the Collateral Agent (as modified or amended from time to time, the “Trust Pledge and Security Agreement”)). The holders of the Securities will be entitled to the benefits of a registration rights agreement, dated as of the Closing Date (the “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 to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the “Bank” and the “Seller”)Purchasers, 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 pursuant to 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 exchange of registered securities for the Securities or resale of the Securities under the United States Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (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 RegulationsSecurities Act”) under with terms substantially identical to the Act a supplement Securities (the “Prospectus SupplementExchange Securities”) 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 2013-2 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 Multi-asset Execution TrustPPL Electric Utilities Corporation, a Delaware statutory trust Pennsylvania corporation (the “Issuer”), and Capital One Funding, LLC, a Virginia limited liability company (the “Company”), as beneficiary proposes to issue and sell, and the several Underwriters named in Section 3 hereof (the “BeneficiaryUnderwriters”) of the Issuer), propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (for whom you are acting as hereinafter defined) representatives (the “NotesRepresentatives”). The Notes will , propose, severally and not jointly, to purchase, upon the terms and conditions set forth herein, $250,000,000 aggregate principal amount of the Company’s First Mortgage Bonds, 5.20% Series due 2041 (the “Bonds”) to be issued pursuant to the under an Indenture, dated as of October 9August 1, 20022001, between the Company and The Bank of New York Mellon, as trustee thereunder (the “Trustee”), as previously amended and restated as of January 13, 2006, supplemented and as amended to be supplemented by Supplemental Indenture No. 12 relating to the First Amendment theretoBonds (the “Supplemental Indenture”), to be dated as of March July 1, 20082011 (such Indenture, 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 timesupplemented, 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 an automatic shelf registration statement on Form S-3 (NosNo. 333-189293, ▇▇▇158200-▇▇▇▇▇▇-▇▇ and 333-189293-02)01) on Form S-3, including a form of the related preliminary prospectus or prospectus, relating to the Notes and the Collateral Certificate. The which registration statement as amended has been declared became effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to upon filing under Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b462(e) (“Rule 424(b462(e)”) of the rules and regulations of the Commission (the “Rules and Securities Act Regulations”) under the Securities Act a supplement of 1933, as amended (the “Prospectus SupplementSecurities Act”). Such registration statement covers the registration of the Bonds under the Securities Act. Promptly after the date of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) to of the prospectus Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations that has not been approved in writing by the Company and the Representatives), including any related prospectus supplement, is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments or supplements thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise deemed to be a part thereof or included therein by the Securities Act Regulations, is herein called the “Registration Statement.” The Registration Statement (such prospectus, at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form it appears first furnished to the Underwriters for use in connection with the offering of the Bonds, including the related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof and any preliminary prospectuses that form a part thereof is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement Statement, any preliminary prospectus, the Prospectus or in any amendment or supplement to any of the form most recently revised and foregoing shall be deemed to include the copy filed with the Commission pursuant to Rule 424(bits Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is hereinafter referred incorporated by reference in or otherwise deemed by Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934 (the “Basic ProspectusExchange Act”) relating which is incorporated by reference in or otherwise deemed by Securities Act Regulations to be a part of or included in the Notes and Registration Statement, such preliminary prospectus or the method of distribution thereof. The Basic Prospectus and the Prospectus SupplementProspectus, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectuscase may be.”

Introductory. Capital One Multi-asset Execution TrustMetris Receivables, Inc. (the "Transferor") , a Delaware statutory trust corporation, and a wholly owned subsidiary of Metris Companies Inc. ("Metris") , proposes to sell $[ ] Floating Rate Asset Backed Securities, Series 1999- , Class A (the “Issuer”)"Class A Securities") and $[ ] Floating Rate Asset Backed Securities, and Capital One FundingSeries 1999- , LLC, a Virginia limited liability company Class B (the “Company”)"Class B Securities" and together with the Class A Securities, as beneficiary (the “Beneficiary”"Offered Securities") of the Issuer, propose to sell Metris Master Trust (the notes "Trust"). Each Offered Security will represent a fractional undivided interest in the Trust. The assets of the seriesTrust will include, classes among other things, a pool of receivables (the "Receivables") arising under certain MasterCard, VISA or other revolving consumer credit accounts (the "Accounts") transferred and tranches designated sold by Direct Merchants Credit Card Bank, National Association ("Direct Merchants Bank" or, in its capacity as servicer under the applicable Terms Agreement P&S (as hereinafter defined) (, the “Notes”). The Notes will be issued "Servicer") to Metris pursuant to the Indenture, an Amended and Restated Bank Receivables Purchase Agreement dated as of October 9July 30, 2002, as amended 1998 between Metris and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2008, Direct Merchants Bank (as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”"Bank Purchase Agreement"), between then subsequently sold by Metris to the Issuer and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated Transferor pursuant to a Second an Amended and Restated Trust Agreement, Purchase Agreement dated as of January 13July 30, 2006 1998 between Metris and the Transferor (as modified or supplemented and amended from time to time, the “Trust Agreement”), between the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the “Bank” and the “Seller”), has entered into the Amended and Restated Receivables "Purchase Agreement, dated as of July 1, 2007, ") and as amended then transferred by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property Transferor to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to the an Amended and Restated Pooling and Servicing Agreement, dated as of September 30, 1993, as amended and restated as of August 1, 2002, January 13, 2006 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, Agreement dated as of July 1530, 2010 1998 (as so amended supplemented and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, "P&S") among the Company, as Transferor (as defined in the Pooling and Servicing Agreement)Transferor, the Bank, as servicer (the “Servicer”), Servicer and The Bank of New York Mellon (formerly known as The Bank of New YorkDelaware), as trustee trustee, (in such capacitythe "Trustee"). The Offered Securities will be issued pursuant to the P&S and the Series 1999- Supplement to the P&S (the "Supplement") to be dated the Closing Date (as defined herein), among the Transferor, the “Master Trust Servicer and the Trustee”). References herein The P&S and the Supplement are collectively referred to as the "Pooling and Servicing Agreement". Certain distributions with respect to the Offered Securities will be enhanced by [Credit Enhancement] which, unless otherwise specifiedtogether with the Offered Securities, shall mean are referred to herein as the "Investor Securities." The Bank Purchase Agreement, the Purchase Agreement and the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be collectively referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms "Designated Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to herein as the “Program Agreements".” The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus.”

Introductory. Capital One Multi-asset Execution 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-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 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-2-B, the Class A-3-B and the Class A-4-B 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 333-189293-02142062), 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 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 Auto Finance Trust 2006-A, 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)JPMorgan Chase Bank, N.A., 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-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 (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.” Prior to the time the first Contract of Sale (as defined below) for the Notes designated in the Terms Agreement (the “Time of Sale”), the Seller had prepared a preliminary 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 Trust, a Delaware statutory trust (the “Issuer”), and Capital One Funding, LLC, a Virginia limited liability company (the “Company”), as beneficiary (the “Beneficiary”) of the Issuer, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”). The Notes will be issued pursuant to the Indenture, dated as of October 9, 2002, as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”), between the Issuer and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated pursuant to a Second Amended and Restated Trust Agreement, dated as of January 13, 2006 (as modified or amended from time to time, the “Trust Agreement”), between the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the “Bank” and the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to the Amended and Restated Pooling and Servicing Agreement, dated as of September 30, 1993, as amended and restated as of August 1, 2002, January 13, 2006 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Barclays Capital Inc., Credit Suisse Securities (USA) LLC, and RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to herein as the “Program Agreements.” The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus.”

Introductory. Capital One Multi-asset Execution Trust, a Delaware statutory trust (the “Issuer”), and Capital One Funding, LLC, a Virginia limited liability company (the “Company”), as beneficiary (the “Beneficiary”) of the Issuer, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”). The Notes will be issued pursuant to the Indenture, dated as of October 9, 2002, as amended and restated as of January 13, 20062006 and March 17, 2016, and as further amended by the First Amendment thereto, dated as of March October 1, 20082022, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as so amended and supplemented and as otherwise modified or amended from time to time, the “Indenture”), between the Issuer and The Bank of New York Mellon (formerly known as The Bank of New York)Mellon, as trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated pursuant to a Second Amended and Restated Trust Agreement, dated as of January 13, 2006 (as modified or amended from time to time, the “Trust Agreement”), between the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA)One, National Association, a national banking association (the “Bank” and the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 2008, the Second Amendment thereto, dated as of March 17, 2016, and the Third Amendment thereto, dated as of October 1, 2022 (as so amended and as otherwise modified or amended from time to time, the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to the Amended and Restated Pooling and Servicing Agreement, dated as of September 30, 1993, as amended and restated as of August 1, 2002, January 13, 2006 and 2006, July 1, 20072007 and March 17, 2016, and as amended by the First Amendment thereto, dated as of March 1January 27, 2008 and as further amended by 2017, the Second Amendment thereto, dated as of July 15October 1, 2010 2022, and the Third Amendment thereto, dated as of March 17, 2023 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended and restated as of March 17, 2016, and as further amended by the First Amendment thereto, dated as of March October 1, 20082022 (as so amended and as otherwise modified or amended from time to time, the “Series Supplement”), among the Company, as Transferor (as defined in the Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York)Mellon, as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 2008, and the Second Amendment thereto, dated as of October 1, 2022 (as so amended and as otherwise modified or amended from time to time, the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The 162107926 COMET Class A(2025-2) Underwriting Agreement Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Receivables will be subject to review, in certain circumstances, by ▇▇▇▇▇▇▇ ▇▇▇▇▇ Income Services LLC, as assets representations reviewer (the “Asset Representations Reviewer”), for compliance with certain of the representations and warranties made about the Receivables, pursuant to and in accordance with an Asset Representations Review Agreement, dated as of March 17, 2016, as amended by the First Amendment thereto, dated as of October 1, 2022 (as so amended and as otherwise modified or amended from time to time the “Asset Representations Review Agreement”), among the Bank, the Company, the Servicer, and the Asset Representations Reviewer. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, Barclays Capital Inc., BofA Securities, Inc. and Scotia Capital (USA) Inc., the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, ; this Agreement, ; the applicable Terms Agreement, ; the Pooling and Servicing Agreement, ; the Trust Agreement, ; the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto thereto, dated as of March 1, 2008 2008, and the Second Amendment thereto, dated as of October 1, 2022 (as so amended and as otherwise modified or amended from time to time, the “LLC Agreement”), ; the Transfer Agreement; the Indenture; the Asset Representations Review Agreement; the Dispute Resolution Agreement, dated as of March 17, 2016, as amended by the First Amendment thereto, dated as of October 1, 2022 (as so amended and as otherwise modified or amended from time to time, the Indenture“Dispute Resolution Agreement”), among the Bank, the Company and the Master Trust Trustee; the Collateral Certificate Certificate; and the Notes are collectively referred to herein as the “Program Agreements.” The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 162107926 COMET Class A(2025-2) Underwriting Agreement 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 SF-3 (Nos. 333-189293285591, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293285591-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at as of the time of effectivenesseffective date, including the form of prospectus and all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at as of the time of effectiveness effective date pursuant to Rule 430B 430D under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with For purposes of this Agreement, the “effective date” means the later of (a) the date and time as of which the Registration Statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission or (b) the most recent effective date as of which the Prospectus (as defined below) is deemed to be part of the Registration Statement pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) 430D under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “ProspectusAct.”

Introductory. Capital One Multi-asset Execution 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. 333-189293333-[ ], ▇▇▇-▇▇▇▇▇▇-▇▇ 333-[ ] and 333-189293-02333-[ ]), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, 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 TrustIndyMac ABS, Inc., a Delaware statutory trust corporation (the “Issuer”), and Capital One Funding, LLC, a Virginia limited liability company (the “Company”), as beneficiary (the “BeneficiaryDepositor”) of the Issuer, propose proposes to sell the notes approximately $650,071,000 principal amount of the seriesits IndyMac Home Equity Mortgage Loan Asset-Backed Notes, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) Series 2007-H1 (the “Notes”) issued by IndyMac Home Equity Mortgage Loan Asset-Backed Trust, Series 2007-H1 (the “Issuing Entity”) to the Underwriters in the amounts set forth in Schedule I attached hereto pursuant to this underwriting agreement (the “Agreement”). The assets of the Issuing Entity include, among other things, a pool of adjustable rate home equity line of credit loans made or to be made in the future under certain home equity revolving credit line loan agreements secured by first or junior lien deeds of trust or mortgages on properties that are primarily one- to four-family residential properties, condominiums and planned unit developments to be delivered on the Closing Date (as defined below) (the “Mortgage Loans”) and all monies due under the Mortgage Loans after the close of business on March 14, 2007 (the “Cut-off Date”) (exclusive of payments in respect of accrued interest due on or prior to the Cut-off Date) and property that secured a Mortgage Loan which has been acquired by foreclosure or deed in lieu of foreclosure. In addition, the Notes will have the benefit of an irrevocable and unconditional note guaranty insurance policy (the “Policy”) to be issued by Financial Security Assurance Inc. (the “Insurer”) pursuant to an Insurance and Indemnity Agreement, dated as of March 23, 2007 (the “Insurance Agreement”) among the Insurer, the Depositor, IndyMac Bank, F.S.B. (the “Sponsor”), as seller and servicer, and the Issuing Entity. The Issuing Entity will be formed pursuant to a Trust Agreement, dated as of March 12, 2007 (the “Trust Agreement”), between the Depositor and Wilmington Trust Company (the “Owner Trustee”), as amended and restated by an Amended and Restated Trust Agreement, dated as of March 23, 2007 (the “Amended and Restated Trust Agreement”), among the Depositor, the Owner Trustee and Deutsche Bank National Trust Company, as administrator (in such capacity, the “Administrator”), and 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 an 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 March 23, 2007, between the Issuer Issuing Entity and The Deutsche Bank of New York Mellon (formerly known as The Bank of New York)National Trust Company, as indenture trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated Mortgage Loans and certain other assets of the Issuing Entity will be sold by the Sponsor to the Depositor 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 separate Mortgage Loan Purchase Agreement, dated as of July 1March 23, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 2007 (the “Receivables Purchase Agreement”) with between the Company under which Depositor and the Bank will sell receivables (Sponsor, and by 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 Depositor to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) Issuing Entity pursuant to the Amended and Restated Pooling Sale and Servicing Agreement, dated as of September 30March 14, 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 2007 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling Sale and Servicing Agreement”), as supplemented by among the Series 2002-CC Supplement (Issuing Entity, the “Series Supplement”)Depositor, dated as of October 9IndyMac Bank, 2002F.S.B., as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling seller and Servicing Agreement), the Bank, as servicer (the “Servicer”), ) and the Indenture Trustee. 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 Issuing Entity will be administered pursuant 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 9March 23, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 2007 (the “Transfer Administration Agreement”), among the IssuerIssuing Entity, the TransferorAdministrator, the Bank, as administrator, Owner Trustee and the Indenture TrusteeDepositor. An Indemnification Agreement, the Company has caused the Master Trust to issue to the Issuer a collateral certificate dated as of March 23, 2007 (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 “UnderwritersIndemnification Agreement”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and among ▇▇▇▇▇ Fargo Securities▇▇, LLCDeutsche Bank, IndyMac, the representatives Depositor, the Sponsor and the Insurer, will govern the liability of such Underwriters parties with respect to the losses resulting from material misstatements or omissions contained in the Pricing Free Writing Prospectus and the Prospectus Supplement (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 Representativesdefined below). 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 This Agreement, the applicable Terms Agreement, the Pooling and Servicing Insurance 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 Trust Agreement, the Indenture, the Collateral Certificate Purchase Agreement, the Sale and Servicing Agreement, the Administration Agreement, the Indemnification Agreement and the Notes Policy are collectively referred to herein as the “Program AgreementsBasic Documents.” The Company has prepared Capitalized terms used and filed with not otherwise defined herein shall have the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included meanings given them in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised Sale and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “ProspectusServicing Agreement.”

Introductory. Capital One Multi-asset Execution Trust, a Delaware statutory trust Onyx Acceptance Financial Corporation (the “Issuer”), and Capital One Funding, LLC, a Virginia limited liability company "Company") proposes to cause Onyx Acceptance Grantor Trust 1997-1 (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 1996-4 (the “Notes”"Certificates"). The Notes Certificates will be issued pursuant to a Pooling and Servicing Agreement between the Indenture, dated as of October 9, 2002Company, as amended and restated Seller, Onyx Acceptance Corporation as of January 13Servicer (the "Servicer" or "Onyx"), 2006, and Bankers Trust Company as amended by Trustee (the First Amendment thereto"Trustee"), dated as of March 1__, 2008, as supplemented by 1997 (the Asset Pool Supplement, the Indenture Supplement "Pooling 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”Servicing Agreement"). The Issuer is operated pursuant Pursuant to a Second Amended an insurance and Restated Trust reimbursement agreement (the "Insurance Agreement, dated as of January 13, 2006 (as modified or amended from time to time, the “Trust Agreement”), between ") among the Company, as Beneficiary and as transferor (in such capacityOnyx Acceptance Corporation, the “Transferor”Trustee and Capital Markets Assurance Corporation ("the Insurer"), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee the Insurer has issued its surety bond (the “Owner Trustee”). The Notes will be secured by certain assets "Surety Bond") to the Trustee for the benefit of the IssuerCertificateholders guaranteeing timely payment of interest and principal on the Certificates. In addition, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, Onyx will enter into 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, yield supplement agreement dated as of March 1___, 2008 (the “Receivables Purchase Agreement”) 1997 with the Company under which the Bank will sell receivables (the “Receivables”"Yield Supplement Agreement") generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property which will assign it to the CompanyTrust. 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 Trust will include, among other things, (i) a pool (the applicable Terms Agreement will be sold in a public offering 2 "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”"Initial 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 the Original Pool Balance of the Contracts and the amount on deposit in the Pre-Funding Account as Exhibit A (eachof the opening of business on March __, 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"Cutoff 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 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 -------------- (1) Visa(R) and Mastercard(R) are registered trademarks of VISA USA Incorporated and Mastercard International Incorporated, respectively. 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-______) 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 Trust(a) Howmet Aerospace Inc., a Delaware statutory trust (the “Issuer”), and Capital One Funding, LLC, a Virginia limited liability company corporation (the “Company”), as beneficiary proposes to issue and sell to the several underwriters named in Schedule I hereto (the “BeneficiaryUnderwriters”) of the Issuer), propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) for whom you (the “NotesRepresentatives”) are acting as representative, an aggregate principal amount of $500,000,000 of its 4.550% notes due 2032 (the “Securities”). The Notes will , to be issued pursuant to under the Indenture, indenture dated as of October 9September 30, 2002, as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement 1993 (as so supplemented and as otherwise modified or amended from time to time, the “Original Indenture”), between the Issuer Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as successor to J.▇. ▇▇▇▇▇▇ Trust Company, National Association (formerly known as The Bank of New YorkChase Manhattan Trust Company, National Association), as trustee (in such capacity, supplemented by the “Indenture Trustee”). The Issuer is operated pursuant to a Second Amended and Restated Trust Agreement, first supplemental indenture dated as of January 1325, 2006 (as modified or amended from time to time2007 between the Company and the Trustee, the “Trust Agreement”), between the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the “Bank” and the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to the Amended and Restated Pooling and Servicing Agreement, dated as of September 30, 1993, as amended and restated as of August 1, 2002, January 13, 2006 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, second supplemental indenture dated as of July 15, 2010 2008 between the Company and the Trustee, the fourth supplemental indenture dated as of December 31, 2017 between the Company and the Trustee and the fifth supplemental indenture dated as of April 16, 2020 between the Company and the Trustee (as so amended and restated and as otherwise modified or amended from time to timesupplemented, the “Pooling Base 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”) and the seventh supplemental indenture to be dated as of the Closing Date between the Company and the Trustee (the “Supplemental Indenture”, and together with the Base Indenture, the “Indenture”). (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 November 3, 2025 and accompanying base prospectus dated May 23, 2023 (together, the “Preliminary Prospectus”), as supplemented filed by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to herein as the “Program Agreements.” The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”Rule 424(b)(5) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 and each “free writing prospectus” (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness defined pursuant to Rule 430B 405 under the Act) identified in Schedule II hereto, is referred to in this Agreement as including the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and final term sheet filed with the Commission pursuant to Rule 424(b), is hereinafter referred to 433 under the Act and attached hereto as Schedule III (the “Basic ProspectusFinal Term Sheet”). (c) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the Notes benefit of the Underwriters and shall not be on behalf of the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “ProspectusCompany.”

Introductory. Capital One Multi-asset Execution 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 [ ], and as amended by the First Amendment thereto, dated as of March 1, 200820[ ], 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)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), 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, and the Second Amendment thereto, dated as of [ ], 20[ ] (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 [ ], 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 20[ ] (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 and restated as of March 1[ ], 200820[ ], 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] (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 [▇▇▇▇▇▇▇ Fixed 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 [ ], 20[ ] (the “Asset Representations Review Agreement”), among the Bank, the Company, the Servicer, and the Asset Representations Reviewer. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC [ ] and ▇▇▇▇▇ Fargo Securities, LLC[ ], the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company [dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 2008] (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Asset Representations Review Agreement, 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 SF-3 (Nos. [333-189293206860], [▇▇▇-▇▇▇▇▇▇-▇▇ ▇] and 333[▇▇▇-189293▇▇▇▇▇▇-02▇▇]), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at as of the time of effectivenesseffective date, including the form of prospectus and all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at as of the time of effectiveness effective date pursuant to Rule 430B 430D under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with For purposes of this Agreement, the “effective date” means the later of (a) the date and time as of which the Registration Statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission or (b) the most recent effective date as of which the Prospectus (as defined below) is deemed to be part of the Registration Statement pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) 430D under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “ProspectusAct.”

Introductory. Capital One Multi-asset Execution TrustKey Bank USA, National Association, a Delaware statutory trust national banking association ("KBUSA"), proposes to cause KeyCorp Student Loan Trust 2000-A (the “Issuer”"Trust") to issue and sell $100,000,000 principal amount of its Floating Rate Class A-1 Asset Backed Notes (the "Class A-1 Notes"), and Capital One Funding$450,000,000 principal amount of its Floating Rate Class A-2 (the "Class A-2 Notes" and together with the Class A-1 Notes, LLCthe "Notes") to the underwriters named in Schedule I hereto (the "Underwriters"), for whom you (the "Representative") are acting as representative. The Trust was formed pursuant to the Trust Agreement, dated as of May 31, 2000, as amended and restated by the Amended and Restated Trust Agreement, dated as of June 1, 2000 (as further amended and supplemented from time to time, collectively, the "Trust Agreement") between KBUSA, as depositor and Bank One, National Association, as Eligible Lender Trustee (the "Eligible Lender Trustee"). The assets of the Trust include, among other things, a Virginia limited liability company pool of graduate and undergraduate student loans (collectively, the "Initial Financed Student Loans"), certain monies due thereunder on and after June 1, 2000, with respect to certain of the Initial Financed Student Loans, (the “Company”"Cutoff Date"), as beneficiary an interest rate swap agreement, in the form of a 1992 ISDA Master Agreement, and schedule thereto and related confirmation related thereto (the “Beneficiary”"Interest Rate Swap"), each dated as of June 22, 2000, between the Trust and KBUSA, as the swap counterparty (in such capacity, the "Swap Counterparty") and a note guaranty insurance policy issued by MBIA Insurance Corporation (the "Securities Insurer") to Bankers Trust Company, a New York banking corporation (the "Indenture Trustee") for the benefit of the Issuer, propose Noteholders (the "Securities Guaranty Insurance Policy"). Such Initial Financed Student Loans were sold to sell the notes Eligible Lender Trustee on behalf of the seriesTrust by the Seller pursuant to the Sale and Servicing Agreement, classes and tranches designated in the applicable Terms Agreement dated as of June 1, 2000 (as hereinafter definedamended and supplemented from time to time, the "Sale and Servicing Agreement"), among, the Trust, the Eligible Lender Trustee, KBUSA, as master servicer (in such capacity, the "Master Servicer"), KBUSA, as seller (in such capacity, the "Seller"), and KBUSA, as administrator (in such capacity, the "Administrator"). The Master Servicer has also entered into two certain sub-servicing agreements to have the Financed Student Loans sub-serviced with each of Pennsylvania Higher Education Assistance Agency, an agency of the Commonwealth of Pennsylvania ("PHEAA" and, in its capacity as a sub-servicer, a "Sub-Servicer") and Great Lakes Educational Loan Services, Inc., a Wisconsin corporation (the “Notes”"Great Lakes" or a "Sub-Servicer"). The Notes will be issued pursuant to the Indenture, Indenture to be dated as of October 9June 1, 2002, 2000 (as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “"Indenture”"), between the Issuer Indenture Trustee and the Trust. The Bank Securities Guaranty Insurance Policy will be issued pursuant to an Insurance Agreement (the "Insurance Agreement") dated as of New York Mellon June 22, 2000 by and among the Securities Insurer, KBUSA, (formerly known in its capacities as The Bank of New Yorkthe Seller, the Master Servicer, the Administrator, and the Depositor), the Trust, the Indenture Trustee and the Eligible Lender Trustee. After the Closing Date (as trustee defined below), the Eligible Lender Trustee, acting on behalf of the Trust, will acquire certain additional student loans, identified in the Sale and Servicing Agreement on or prior to July 31, 2000 (the "Subsequent Pool Student Loans") and on or prior to the end of the Funding Period (the "Other Subsequent Student Loans"; and together with the Subsequent Pool Student Loans and Initial Financed Student Loans, the "Financed Student Loans") using amounts in certain accounts owned by the Trust which have been set aside for such purpose. In addition, the Administrator will perform certain administrative duties on behalf of the Trust pursuant to the Administration Agreement, dated as of June 1, 2000 (as amended and supplemented from time to time, the "Administration Agreement"), among the Indenture Trustee, the Trust and the Administrator. The Trust will also be a party to that certain cap agreement (the "Cap Agreement") between the Trust and KBUSA, as cap provider (in such capacity, the “Indenture Trustee”"Cap Provider"). The Issuer is operated pursuant , whereunder the Noteholders will be entitled, subject to a Second Amended and Restated Trust the limitations of the Cap Agreement, dated as to receive payments from the Cap Provider in the amount of January 13, 2006 (as modified or amended from time to time, the “Trust Agreement”), between the Company, as Beneficiary and as transferor (in any of any Noteholders' Interest Index Carryover for such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”). The Class of Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the “Bank” and the “Seller”)Cap Provider will receive reimbursement for such payments on subsequent Distribution Dates, has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property but only to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to the Amended and Restated Pooling and Servicing Agreement, dated as of September 30, 1993, as amended and restated as of August 1, 2002, January 13, 2006 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplementextent funds are available therefor on a subordinated basis. Pursuant to the Pooling Interest Rate Swap, on each Distribution Date the Trust will be entitled to receive certain payments from the Swap Counterparty, and/or the Trust will be required to make certain payments to the Swap Counterparty, in each case on a net basis. The Sale and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing AgreementIndenture, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Insurance Agreement, the IndentureAdministration Agreement, the Collateral Certificate Interest Rate Swap and the Notes Cap Agreement are collectively referred to herein as the “Program Agreements"Basic Documents.” The Company has prepared and filed " Simultaneously with the Securities issuance and Exchange Commission sale of the Notes as contemplated herein, and pursuant to the Trust Agreement, the Trust will issue its Trust Certificate (the “Commission”"Certificate") representing a fractional undivided residual ownership interest in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02), including a form of prospectus, relating Trust to the Notes Seller. Capitalized terms used and not otherwise defined herein shall have the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to meanings given them in this Agreement as the “Registration StatementAppendix A attached hereto.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus.”