CAPITAL ONE MULTI-ASSET EXECUTION TRUST CARD SERIES CLASS A(2016-5) ASSET BACKED NOTES TERMS AGREEMENT

EXHIBIT 1.2.2

CAPITAL ONE MULTI-ASSET EXECUTION TRUST

CARD SERIES CLASS A(2016-5)

ASSET BACKED NOTES

TERMS AGREEMENT

Dated: August 18, 2016

To: CAPITAL ONE MULTI-ASSET EXECUTION TRUST

CAPITAL ONE FUNDING, LLC

Re: Underwriting Agreement dated August 18, 2016, relating to Class A(2016-5)

Series Designation: Card series

Registration Statement: Nos. 333-206860, 000-000000-00 and 000-000000-00

Terms of the Notes:

●Initial Principal Amount		●Interest Rate or Formula		●Price to Public (1)
$625,000,000		1.66%		99.97030%

⁽¹⁾  Plus accrued interest, if any, at the applicable rate from August 25, 2016

Interest Payment Dates:

The 15th day of each calendar month (or, if not a business day, the next succeeding business day), commencing October 2016.

Underwriters:

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

Owner Trustee: Deutsche Bank Trust Company Delaware.

Indenture Trustee: The Bank of New York Mellon.

Indenture: The Indenture, dated as of October 9, 2002 and as amended and restated as of January 13, 2006, and March 17, 2016, between Capital One Multi-asset Execution Trust, as issuer (the “Issuer”), and the Indenture Trustee.

Asset Pool Supplement: The Asset Pool 1 Supplement, dated as of October 9, 2002, and as amended by the First Amendment thereto, dated as of March 1, 2008, between the Issuer and the Indenture Trustee, as amended and supplemented from time to time.

Indenture Supplement: The Card series Indenture Supplement, dated as of October 9, 2002, as amended and restated as of March 17, 2016, between the Issuer and the Indenture Trustee.

Terms Document: The Class A(2016-5) Terms Document, dated as of August 25, 2016.

Pooling and Servicing Agreement: The Amended and Restated Pooling and Servicing Agreement, dated as of September 30, 1993 and as amended and restated as of August 1, 2002, January 13, 2006, July 1, 2007, and March 17, 2016, among Capital One Funding, LLC, as transferor, Capital One Bank (USA), National Association, as servicer, and The Bank of New York Mellon, as trustee for the Capital One Master Trust.

Purchase Price:

The purchase price payable by the Underwriters for the Notes covered by this Agreement will be 99.67030% of the principal amount of Notes to be issued.

Commissions, Concessions and Discounts:

The Underwriters’ discounts and commissions, the concessions that the Underwriters may allow to certain dealers, and the discounts that such dealers may reallow to certain other dealers, each expressed as a percentage of the principal amount of the Notes, shall be as follows:

Discounts and Commissions		Price Concessions		●Reallowance
0.30000%		not in excess of 0.18000%		not in excess of 0.09000%

Reimbursement of Expenses:

The Underwriters shall reimburse the Company for an amount not to exceed $0.00 for application towards expenses.

Time of Sale: 2:14 p.m. (Eastern Time (U.S.)) on August 18, 2016 (the time the first contract of sale was entered into as designated by the Representatives).

2

Closing Date:

Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended, the Underwriters, the Company and the Issuer hereby agree that the Closing Date shall be August 25, 2016, 10:00 a.m., New York City time.

Location of Closing:

Xxxxxxx and Xxxxxx LLP

0000 Xxxxx Xxxxxx Xxxxxx X.X.

Xxxxxxxxxx, XX 00000-0000

Address for Notice to Representatives:

X.X. Xxxxxx Securities LLC

as an Underwriter and as a Representative

of the Underwriters named in Schedule I hereto

000 Xxxxxxx Xxxxxx

Xxx Xxxx, Xxx Xxxx 00000

RBC Capital Markets, LLC

as an Underwriter and as a Representative

of the Underwriters named in Schedule I hereto

Three World Financial Center

000 Xxxxx Xxxxxx

Xxx Xxxx, Xxx Xxxx 00000

Xxxxx Fargo Securities, LLC

as an Underwriter and as a Representative

of the Underwriters named in Schedule I hereto

000 Xxxxx Xxxxx Xxxxxx

Xxxxxxxxx, Xxxxx Xxxxxxxx 00000

Underwriters’ Foreign Jurisdiction Distributions:

Pursuant to Section 6(d)(iii) of the Underwriting Agreement, each Underwriter agrees to provide the Company, after the Closing Date, with a list of any foreign jurisdictions to which that Underwriter delivered a written confirmation in connection with its sale of Notes (it being expressly understood, for the avoidance of doubt, that this provision relates only to the initial distribution of the Notes, and not to secondary market sales).

The Underwriters agree, severally and not jointly, subject to the terms and provisions of the above-referenced Underwriting Agreement which is incorporated herein in its entirety and made a part hereof, to purchase the principal amount of the above-referenced Series of Notes set forth opposite their names on Schedule I hereto.

3

X.X. XXXXXX SECURITIES LLC, as an Underwriter and as a Representative of the Underwriters named on Schedule I hereto
By:		/s/ Xxxxxxxxx Xxxxxx
		Name:		Xxxxxxxxx Xxxxxx
		Title:		Executive Director
RBC CAPITAL MARKETS, LLC, as an Underwriter and as a Representative of the Underwriters named on Schedule I hereto
By:		/s/ Xxxxx X. Xxxxxx
		Name:		Xxxxx X. Xxxxxx
		Title:		Authorized Signatory
XXXXX FARGO SECURITIES, LLC, as an Underwriter and as a Representative of the Underwriters named on Schedule I hereto
By:		/s/ Xxxxx Xxxxxxxx
		Name:		Xxxxx Xxxxxxxx
		Title:		Vice President

S-1

Accepted:
CAPITAL ONE MULTI-ASSET EXECUTION TRUST
By:		Capital One Funding, LLC, not in its individual
		capacity but solely as Beneficiary on behalf of the Issuer
By:		/s/ Xxxx X. Xxxxxx
		Name:		Xxxx X. Xxxxxx
		Title:		Assistant Vice President
CAPITAL ONE FUNDING, LLC
		as Transferor
By:		/s/ Xxxxxx X. Xxxxxx
		Name:		Xxxxxx X. Xxxxxx
		Title:		Assistant Vice President
CAPITAL ONE BANK (USA), NATIONAL ASSOCIATION
		as Seller
By:		/s/ Xxxxxx X. Xxxxx
		Name:		Xxxxxx X. Xxxxx
		Title:		Managing Vice President

S-2

SCHEDULE I

Card series Class A(2016-5) Notes

Underwriters		Principal Amount
X.X. Xxxxxx Securities LLC		$	187,500,000
RBC Capital Markets, LLC		$	187,500,000
Xxxxx Fargo Securities, LLC		$	187,500,000
Capital One Securities, Inc.		$	15,625,000
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx                       Incorporated		$	15,625,000
Credit Suisse Securities (USA) LLC		$	15,625,000
The Xxxxxxxx Capital Group, L.P.		$	15,625,000
Total:		$	625,000,000