**UNITED STATES**

**SECURITIESAND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

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**FORM 10-K**

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**(MarkOne)**
| **x**  | ** ** | **ANNUAL  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE  ACT OF 1934**     |
|--------|------------|----------------------------------------------------------------------------------------------------------|
|   |       |                                                                                                     |
|   |       | **For  the fiscal year ended: December 31, 2007**                                                   |
|   |       |                                                                                                     |
|   |       | **or**                                                                                                   |
|   |       |                                                                                                     |
| **o**  | ** ** | **TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE  ACT OF 1934** |
|   |       |                                                                                                     |
|   |       | **For  Transition period**                                                                               |

 

| **Commission  File Number of issuing entity:****333-130862-02****CAPITAL ONE MULTI-ASSET****EXECUTION  TRUST*** | ** ** | **Commission  File Number of issuing entity:****333-130862-01****CAPITAL ONE MASTER TRUST**             |
|-----------------------------------------------------------------------------------------------------------------|------------|---------------------------------------------------------------------------------------------------------|
| **(Exact  Name of Issuing Entity as Specified in Its Charter)  (Issuer of the Notes)**                          | ** ** | **(Exact  Name of Issuing Entity as Specified in Its Charter)  (Issuer of the Collateral Certificate)** |

 

**Commission File Number of depositor:333-130862**

 

**CAPITAL ONE FUNDING, LLC**

**(Exact Name of Depositor as Specified in Its Charter)**

 

**CAPITALONE BANK (USA), NATIONAL ASSOCIATION**

**(Exact Name of Sponsor as Specified in Its Charter)**

 
| **Delaware**                                                                                      | **New  York**                                                                                     |
|---------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------|
| **(State  or Other Jurisdiction of Incorporation  or Organization of the Issuing Entity)**        | **(State  or Other Jurisdiction of Incorporation  or Organization of the Issuing Entity)**        |
|                                                                                              |                                                                                              |
| **c/o  Capital One Funding, LLC****140 East Shore Drive  Room 1071-B  Glen Allen, VA 23059** | **c/o  Capital One Funding, LLC****140 East Shore Drive  Room 1071-B  Glen Allen, VA 23059** |
| **(Address  of Principal Executive Offices  of Issuing Entity)**                                  | **(Address  of Principal Executive Offices  of Issuing Entity)**                                  |
|                                                                                              |                                                                                              |
| **(804)  290-6959**                                                                               | **(804)  290-6959**                                                                               |
| **(Telephone  number, including area code)**                                                      | **(Telephone  number, including area code)**                                                      |
|                                                                                              |                                                                                              |
| **Not  Applicable**                                                                               | **Not  Applicable**                                                                               |
| **(I.R.S.  Employer Identification No.)**                                                         | **(I.R.S.  Employer Identification No.)**                                                         |
|                                                                                              |                                                                                              |
| **Not  Applicable**                                                                               | **Not  Applicable**                                                                               |
| **(Former  name, former address, if changed since last report)**                                  | **(Former  name, former address, if changed since last report)**                                  |

 

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Securitiesregistered pursuant to Section 12(b) of the Act:          None

Securities registeredpursuant to Section 12(g) of the Act:          None

Indicate by check mark ifthe registrant is a well-known seasoned issuer, as defined in Rule 405 ofthe Securities Act.    Yes  o    No  x

Indicate by check mark ifthe registrant is not required to file reports pursuant to Section 13 or Section 15(d) ofthe Act.    Yes  o    No  x

Indicate by check markwhether the registrant (1) has filed all reports required to be filed by Section 13or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements forthe past 90 days.    x  Yes    o  No

Indicate by check mark ifdisclosure of delinquent filers pursuant to Item 405 of Regulation S-K isnot contained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated byreference in Part II of the Form 10-K or any amendment to this form 10-K.    x  [Item405 of Regulation S-K is not applicable.]

Indicate by check markwhether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company. See the definitions of “largeaccelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2of the Exchange Act. (Check one):

 
| Large accelerated  filer  o                                              | Accelerated  filer  o         |
|------------------------------------------------------------------------------------|-----------------------------------------|
| Non-accelerated  filer  x  (Do not check if a smaller reporting company) | Smaller  reporting company  o |

 

Indicate by check markwhether the registrant is a shell company (as defined in Rule 12b-2 of theAct).    Yes  o    No  x

Registrant has no votingor non-voting common equity outstanding held by non-affiliates.

Documents Incorporated byReference. **See Item 15(b).**

 

*****                  In accordance withrelevant regulations of the Securities and Exchange Commission, the depositorfiles annual and other reports with the Commission on behalf of Capital OneMulti-asset Execution Trust and Capital One Master Trust under the CentralIndex Key (CIK) number (0001163321) for Capital One Multi-asset ExecutionTrust.

 

** **

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**PART I**

 

**Thefollowing Items have been omitted in accordance with General Instruction J to Form 10–K:**

 
| Item 1:  |   | Business.                                             |
|---------------|--------|-------------------------------------------------------|
| Item 1A: |   | Risk Factors.                                         |
| Item 2:       |   | Properties.                                           |
| Item 3:       |   | Legal Proceedings.                                    |
| Item 4:       |   | Submission of Matters  to a Vote of Security Holders. |

 

**Item 1B.Unresolved Staff Comments.**

 

Not Applicable.

 

**Substituteinformation provided in accordance with General Instruction J to Form 10–K:**

 

**Item 1112(b) ofRegulation AB. Significant Obligors of Pool Assets (Financial Information).**

 

The primary asset of theissuing entity is the collateral certificate, Series 2002-CC, representingan undivided interest in Capital One Master Trust, whose assets include thereceivables arising in a portfolio of credit card accounts. Capital One MasterTrust, therefore, may be considered a significant obligor in relation toCapital One Multi-asset Execution Trust. Pursuant to Instruction 3.b. toItem 1112(b) of Regulation AB, the information required byInstruction J to Form 10-K in respect of Capital One Master Trust has beendisclosed in this report on Form 10-K in lieu of the information otherwisecontemplated by Item 1112(b).

 

The pool assets held byCapital One Master Trust do not include any significant obligors.

 

**Item 1114(b)(2) ofRegulation AB: Credit Enhancement and Other Support, Except for CertainDerivatives Instruments (Financial Information).**

 

Based on the standardsset forth in Item 1114(b)(2) of Regulation AB, no information isrequired in response to this Item.

 

**Item 1115(b) ofRegulation AB: Certain Derivatives Instruments (Financial Information).**

 

Based on the standardsset forth in Item 1115(b) of Regulation AB, no information isrequired in response to this Item.

 

**Item 1117of Regulation AB: Legal Proceedings.**

 

Over the past several years, MasterCardInternational and Visa U.S.A., Inc., as well as several of their memberbanks, have been involved in several different lawsuits challenging variouspractices of MasterCard and Visa.

 

In November 2004, American Express filed anantitrust lawsuit (the “Amex lawsuit”) against MasterCard and Visa and severalmember banks alleging, among other things, that the defendants jointly andseverally implemented and enforced illegal exclusionary agreements thatprevented member banks from issuing American Express cards.  The complaint requested civil monetarydamages.  Capital One FinancialCorporation (the “Corporation”), Capital One Bank (the “Bank”), and CapitalOne, F.S.B. (the “Savings Bank”) were named as defendants in this lawsuit.  On November 7, 2007, Visa and AmericanExpress announced that the Amex lawsuit had been settled and that the remainingbank defendants named in the lawsuit, including the Corporation, the Bank andthe Savings Bank, would be dropped as defendants and released from all claimsasserted in the lawsuit.  On December 12,2007, the Corporation announced that it would take a charge of approximately$80 million in the fourth quarter of 2007 in connection with the settlement ofthe American Express litigation. Discover Financial Services has filed a similar set of claims againstVisa and MasterCard.  The Corporation,the Bank, and the Savings Bank are not defendants in the Discover litigation.

 

In 2007, a number ofindividual plaintiffs, each purporting to represent a class of cardholders,filed antitrust lawsuits in the United States District Court for the NorthernDistrict of California against several issuing banks, including theCorporation.  These lawsuits allege,among other things, that the defendants conspired to fix the level of late feesand over-limit fees charged to cardholders, and that these fees areexcessive.  In May 2007, the caseswere consolidated for all purposes and a consolidated amended complaint wasfiled alleging violations of federal statutes and state law.  The amended complaint requests civil monetarydamages, which could be trebled.  In November 2007,the court dismissed the amended complaint. Plaintiffs have indicated that they intend to appeal that order.

 

In 2005, a number of entities, each purporting torepresent a class of retail merchants, filed antitrust lawsuits againstMasterCard and Visa and several member banks, including the Corporation and itssubsidiaries (including the Bank and the Savings Bank), alleging among otherthings, that the defendants conspired to fix the level of interchange fees.  The complaints seek injunctive relief andcivil monetary damages, which could be trebled. Separately, a number of largemerchants have asserted similar claims against Visa and MasterCard only.  In October 2005, the class and merchantinterchange lawsuits were consolidated before the United States District Courtfor the Eastern District of New York for certain purposes, includingdiscovery.  Discovery is proceeding inthese cases.  The Corporation believesthat it has meritorious defenses and intends to defend these cases vigorously.Given the complexity of the issues raised by these lawsuits and the uncertaintyregarding: (i) the outcome of these lawsuits, (ii) the likelihood andamount of any possible judgments, (iii) the likelihood, amount andvalidity of any claim against the member banks, including the Corporation andits subsidiary banks, (iv) changes in industry structure that may resultfrom the lawsuits and (v) the effects of these lawsuits, in turn, oncompetition in the industry, member banks, and interchange fees, theCorporation cannot determine at this time the long-term effects of these suits.

 

Inconnection with litigation pending against Visa, the Corporation has initiateda legal reserve of approximately $60 million for estimated possible damages,reflecting Capital One’s share of potential damages as a Visa member.

 

In addition, theCorporation is commonly subject to various pending and threatened legal actionsrelating to the conduct of its normal business activities.  In the opinion of management of the Corporation,the ultimate aggregate liability, if any, arising out of any such pending orthreatened legal actions will not be material to its consolidated financialposition or its results of operations.

 

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**PART II**

 

**Thefollowing Items have been omitted in accordance with General Instruction J to Form 10–K:**

 
| Item 5:  |   | Market for Registrant’s  Common Equity, Related Stockholder Matters and Issuer Purchases of Equity  Securities. |
|---------------|--------|----------------------------------------------------------------------------------------------------------------------|
|          |   |                                                                                                                 |
| Item 6:  |   | Selected Financial  Data.                                                                                            |
|          |   |                                                                                                                 |
| Item 7:  |   | Management’s Discussion  and Analysis of Financial Condition and Results of Operation.                          |
|          |   |                                                                                                                 |
| Item 7A: |   | Quantitative and  Qualitative Disclosures about Market Risk.                                                         |
|          |   |                                                                                                                 |
| Item 8:  |   | Financial Statements  and Supplementary Data.                                                                        |
|          |   |                                                                                                                 |
| Item 9:  |   | Changes in and  Disagreements With Accountants on Accounting and Financial Disclosure.                               |
|          |   |                                                                                                                 |
| Item 9A: |   | Controls and  Procedures.                                                                                            |

 

**Item 9B:Other Information.**

 

None.

 

**PART III**

 

**Thefollowing Items have been omitted in accordance with General Instruction J to Form 10–K:**

 
| Item 10: |   | Directors and Executive  Officers of the Registrant.                                             |
|---------------|--------|--------------------------------------------------------------------------------------------------|
|          |   |                                                                                             |
| Item 11:      |   | Executive Compensation.                                                                          |
|          |   |                                                                                             |
| Item 12:      |   | Security Ownership of  Certain Beneficial Owners and Management and Related Stockholder Matters. |
|          |   |                                                                                             |
| Item 13:      |   | Certain Relationships  and Related Transactions.                                                 |
|          |   |                                                                                             |
| Item 14:      |   | Principal Accountant  Fees and Services.                                                         |

 

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**Substituteinformation provided in accordance with General Instruction J to Form 10–K:**

 

**Item 1119of Regulation AB: Affiliations and Certain Relationships and RelatedTransactions***.*

 

Information required byItem 1119 of Regulation AB has been omitted from this report on Form 10-Kin reliance on the Instruction to Item 1119.

 

**Item 1122of Regulation AB: Compliance with Applicable Servicing Criteria.**

 

Capital One Bank (USA),National Association, for itself and on behalf of its affiliate Capital OneServices, Inc., First Data Resources, Inc. and its affiliate REMITCO,LLC, and The Bank of New York (each, a “Servicing Participant”) has beenidentified by the registrant as a party participating in the servicing functionwith respect to the pool assets held by each of Capital One Master Trust andCapital One Multi-asset Execution Trust. Each Servicing Participant hascompleted a report on an assessment of compliance with the servicing criteriaapplicable to such Servicing Participant (each, a “Report on Assessment”) asof, and for the twelve month period ended, December 31, 2007, whichReports on Assessment are included as exhibits to this Form 10-K. Inaddition, each Servicing Participant has provided an attestation report (each,an “Attestation Report”) by a registered independent public accounting firmregarding its related Report on Assessment. Each Attestation Report is attached as an exhibit to this Form 10-K.

 

A Servicing Participantmay engage one or more vendors to perform specific and limited, or scriptedactivities that address all or a portion of one or more servicing criteriaapplicable to such Servicing Participant. In general in these cases, the Servicing Participant has institutedpolicies and procedures to monitor whether such vendors’ activities comply inall material respects with such servicing criteria, and may elect to takeresponsibility for assessing compliance with the servicing criteria applicableto such vendors’ activities in such Servicing Participant’s Report onAssessment.  Where the ServicingParticipant has not instituted such policies and procedures, or where theServicing Participant does not otherwise elect to take responsibility forassessing its vendors’ activities, the vendor is itself treated as a ServicingParticipant and is required to provide its own Report on Assessment and relatedAttestation Report.

 

*Exceptions*

 

Except as disclosedbelow, no Report on Assessment or related Attestation Report has identified (i) anymaterial instance of noncompliance with the servicing criteria identified insuch Report on Assessment as applicable to the related Servicing Participant or(ii) any material deficiency in such Servicing Participant’s policies andprocedures to monitor vendor compliance.

 

*The Bankof New York:*  The Bankof New York’s Report on Assessment and related Attestation Report haveidentified material noncompliance with one servicing criterion applicable toThe Bank of New York.  Specifically, withregard to servicing criterion 1122(d)(2)(i) (which contemplates thatpayments on pool assets are deposited into the appropriate custodial bankaccounts and related bank clearing accounts within the time frames specified inthe transaction agreements), collections received on assets relating to certainseries of securities were not deposited into a segregated account for eachspecified series but rather were deposited into a general account held by theindenture trustee and remitted directly to the investors in such series.  The Bank of New York indicates that thesegregated account relating to each specified series was in existence prior tothe time deposits were to be made into such account but such account was notutilized in all instances by the indenture trustee as stated above.

 

The Bank of New Yorkfurther indicates in its Report on Assessment that (i) all collectionswere properly allocated by the indenture trustee to the related series ofsecurities and timely remitted to the investors in such series, and (ii) procedureshave been in place and are currently being reinforced so that collections aredeposited into the segregated account for each specified series within theapplicable time frames and then remitted to the investors in such series inaccordance with the related transaction documents.  We have not independently verified theaccuracy of The Bank of New York’s assertions or the adequacy of itsremediation efforts.

 

*Platform-Level Reports*

 

Regulations of theSecurities and Exchange Commission (the “SEC”) require that each Servicing Participantcomplete a Report on Assessment at a “platform” level, meaning that thetransactions covered by the Report on Assessment should include allasset-backed securities transactions involving such Servicing Participant thatare backed by the same asset type. Further guidance from the SEC staff identifies additional parameterswhich a Servicing Participant may apply to define and further limit itsplatform.  For example, a ServicingParticipant may define its platform to include only transactions that werecompleted on or after January 1, 2006 and that were registered with theSEC pursuant to the Securities Act of 1933. Each Servicing Participant is responsible for defining its own platform,and each platform will naturally differ based on various factors, including theServicing Participant’s business model, the transactions in which it isinvolved and the range of activities performed in those transactions.

 

Based on ourunderstanding of their platforms and the guidance that is available at thistime, we believe that the parameters by which the Servicing Participants havedefined their platforms should be permissible. However, because the 

 

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SEC’s regulations are newand the guidance that is available at this time is subject to clarification orchange, we cannot assure you that the SEC and its staff will necessarily agree.

 

**Item 1123 of Regulation AB: Servicer Compliance Statement.**

 

Each of Capital One Bank(USA), National Association, Capital One Services, Inc. and Capital One,N.A. has been identified by the registrant as a servicer meeting the criteriaof Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB with respect tothe pool assets held by each of Capital One Master Trust and Capital OneMulti-asset Execution Trust. Each of these servicers has provided a statementof compliance (a “Compliance Statement”), which has been signed by anauthorized officer of the related servicer. Each Compliance Statement isattached as an exhibit to this Form 10-K.

 

**PART IV**

 

**Item 15.Exhibits, Financial Statement Schedules.**

 
| (a)(1) | Not Applicable. |
|--------|-----------------|
|   |            |
| (a)(2) | Not Applicable. |
|   |            |
| (a)(3) | Not Applicable. |
|   |            |
| (b)    | Exhibits        |

 
| **Exhibit  Number** | ** ** | **Description**                                                                                                                                                                                                                                                                                                                                                             |
|---------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.1                 |       | Amended and Restated  Limited Liability Company Agreement of Capital One Funding, LLC dated as of  July 31, 2002 (incorporated by reference to Exhibit 3.1 to  Amendment No. 1 to Form S-3 Registration Statement (File Nos.  333-75276, 333-75276-01 and 333-75276-02) filed with the Securities and  Exchange Commission on September 12, 2002). |
|                |       |                                                                                                                                                                                                                                                                                                                                                                        |
| 3.2                 |       | First Amendment dated  as of March 1, 2008 to the Amended and Restated Limited Liability  Company Agreement (incorporated by reference to Exhibit 3.1 to the  Current Report on Form 8-K filed with the Securities and Exchange  Commission on March 4, 2008).                                                                                          |
|                |       |                                                                                                                                                                                                                                                                                                                                                                        |
| 4.1                 |       | Amended and Restated  Receivables Purchase Agreement dated as of July 1, 2007 between Capital  One Funding, LLC and Capital One Bank (USA), National Association  (incorporated by reference to Exhibit 4.1 to the Current Report on  Form 8-K filed with the Securities and Exchange Commission on  July 6, 2007).                                     |
|                |       |                                                                                                                                                                                                                                                                                                                                                                        |
| 4.2                 |       | First Amendment dated  as of March 1, 2008 to the Amended and Restated Receivables Purchase  Agreement (incorporated by reference to Exhibit 4.1 to the Current  Report on Form 8-K filed with the Securities and Exchange Commission on  March 4, 2008).                                                                                               |
|                |       |                                                                                                                                                                                                                                                                                                                                                                        |
| 4.3                 |       | Indenture for the Notes  dated as of October 9, 2002, as amended and restated as of  January 13, 2006 (incorporated by reference to Exhibit 4.1 to the  Current Report on Form 8-K filed with the Securities and Exchange Commission  on January 20, 2006).                                                                                        |
|                |       |                                                                                                                                                                                                                                                                                                                                                                        |
| 4.4                 |       | First Amendment dated  as of March 1, 2008 to the Indenture (incorporated by reference to  Exhibit 4.7 to the Current Report on Form 8-K filed with the  Securities and Exchange Commission on March 4, 2008).                                                                                                                                          |
|                |       |                                                                                                                                                                                                                                                                                                                                                                        |
| 4.5                 |       | Asset Pool Supplement  for the Notes dated October 9, 2002 (incorporated by reference to  Exhibit 4.5 to the Current Report on Form 8-K filed with the  Securities and Exchange Commission on November 12, 2002).                                                                                                                                       |
|                |       |                                                                                                                                                                                                                                                                                                                                                                        |
| 4.6                 |       | First Amendment dated  as of March 1, 2008 to the Asset Pool Supplement (incorporated by  reference to Exhibit 4.8 to the Current Report on Form 8-K filed  with the Securities and Exchange Commission on March 4, 2008).                                                                                                                              |
|                |       |                                                                                                                                                                                                                                                                                                                                                                        |
| 4.7                 |       | Card  Series Indenture Supplement for the Notes dated as of October 9, 2002  (incorporated by reference to Exhibit 4.6 to the Current Report on  Form 8-K filed with the Securities and Exchange Commission on  November 12, 2002).                                                                                                                |
|                |       |                                                                                                                                                                                                                                                                                                                                                                        |
| 4.8                 |       | First Amendment dated  as of March 1, 2008 to the Card Series Indenture Supplement  (incorporated by reference to Exhibit 4.9 to the Current Report on  Form 8-K filed with the Securities and Exchange Commission on  March 4, 2008).                                                                                                             |

 

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| 4.9    |   | Series 2002-CC  Supplement to the Amended and Restated Pooling and Servicing Agreement dated  as of October 9, 2002 relating to the COMT Collateral Certificate  (incorporated by reference to Exhibit 4.1 to the Current Report on  Form 8-K filed with the Securities and Exchange Commission on  November 12, 2002).                                                                    |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                |
| 4.10   |   | First Amendment dated  as of March 1, 2008 to the Series 2002-CC Supplement (incorporated  by reference to Exhibit 4.6 to the Current Report on Form 8-K filed  with the Securities and Exchange Commission on March 4, 2008).                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                |
| 4.11   |   | 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 and  July 1, 2007 (incorporated by reference to Exhibit 4.2 to the  Current Report on Form 8-K filed with the Securities and Exchange  Commission on July 6, 2007).                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                |
| 4.12   |   | First Amendment dated  as of March 1, 2008 to the Amended and Restated Pooling and Servicing  Agreement (incorporated by reference to Exhibit 4.2 to the Current  Report on Form 8-K filed with the Securities and Exchange Commission on  March 4, 2008).                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                |
| 4.13   |   | Transfer and Assumption  Agreement, dated as of November 22, 1994 by and among Signet  Bank/Virginia, Capital One Bank (USA), National Association, as Assuming  Entity, The Bank of New York, as Trustee and the other parties thereto  (incorporated by reference to Exhibit 4.5 to the Current Report on  Form 8-K, filed with the Securities and Exchange Commission on  January 13, 1995). |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                |
| 4.14   |   | Second Amended and  Restated Trust Agreement dated as of January 13, 2006 (incorporated by  reference to Exhibit 4.3 to the Current Report on Form 8-K filed  with the Securities and Exchange Commission on January 20, 2006).                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                |
| 4.15   |   | Transfer and  Administration Agreement dated as of October 9, 2002 (incorporated by  reference to Exhibit 4.2 to the Current Report on Form 8-K filed  with the Securities and Exchange Commission by Capital One Funding, LLC on  November 12, 2002).                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                |
| 4.16   |   | First Amendment dated  as of March 1, 2008 to the Transfer and Administration Agreement  (incorporated by reference to Exhibit 4.10 to the Current Report on  Form 8-K filed with the Securities and Exchange Commission on  March 4, 2008).                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                |
| 4.17.1 |   | Class C(2003-1)  Terms Document, dated as of May 28, 2003 (included in Exhibit 4.1  to the registrant’s Form 8-K, as filed with the Securities and Exchange  Commission on June 11, 2003, which is incorporated herein by reference).                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                |
| 4.17.2 |   | Class A(2003-3)  Terms Document, dated as of August 13, 2003 (included in  Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on August 15, 2003, which is  incorporated herein by reference).                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                |
| 4.17.3 |   | Class B(2003-3)  Terms Document, dated as of September 3, 2003 (included in  Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on September 11, 2003, which is  incorporated herein by reference).                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                |
| 4.17.4 |   | Class B(2003-4)  Terms Document, dated as of September 16, 2003 (included in  Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on September 23, 2003, which is  incorporated herein by reference).                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                |
| 4.17.5 |   | Class A(2003-4)  Terms Document, dated as of September 26, 2003 (included in  Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on October 1, 2003, which is incorporated  herein by reference).                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                |
| 4.17.6 |   | Class C(2003-3)  Terms Document, dated as of September 23, 2003 (included in  Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on October 1, 2003, which is  incorporated herein by reference).                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                |
| 4.17.7 |   | Class A(2003-5)  Terms Document, dated as of October 10, 2003 (included in  Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on October 17, 2003, which is  incorporated herein by reference).                                                                                                                                         |

 

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| 4.17.8  |   | Class C(2003-4)  Terms Document, dated as of October 29, 2003 (included in  Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on November 10, 2003, which is  incorporated herein by reference).   |
|---------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |   |                                                                                                                                                                                                                                                                           |
| 4.17.9  |   | Class B(2003-5)  Terms Document, dated as of November 5, 2003 (included in  Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on November 14, 2003, which is  incorporated herein by reference).   |
|    |   |                                                                                                                                                                                                                                                                           |
| 4.17.10 |   | Class A(2003-7)  Terms Document, dated as of November 21, 2003 (included in  Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on December 3, 2003, which is  incorporated herein by reference).   |
|    |   |                                                                                                                                                                                                                                                                           |
| 4.17.11 |   | Class B(2003-6)  Terms Document, dated as of November 20, 2003 (included in  Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on December 3, 2003, which is  incorporated herein by reference).   |
|    |   |                                                                                                                                                                                                                                                                           |
| 4.17.12 |   | Class C(2003-5)  Terms Document, dated as of December 23, 2003 (included in  Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on January 6, 2004, which is  incorporated herein by reference).    |
|    |   |                                                                                                                                                                                                                                                                           |
| 4.17.13 |   | Class B(2004-1)  Terms Document, dated as of January 30, 2004 (included in  Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on February 10, 2004, which is  incorporated herein by reference).   |
|    |   |                                                                                                                                                                                                                                                                           |
| 4.17.14 |   | Class A(2004-1)  Terms Document, dated as of February 26, 2004 (included in  Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on March 3, 2004, which is  incorporated herein by reference).      |
|    |   |                                                                                                                                                                                                                                                                           |
| 4.17.15 |   | Class C(2004-2)  Terms Document, dated as of March 5, 2004 (included in Exhibit 4.1  to the registrant’s Form 8-K, as filed with the Securities and Exchange  Commission on March 11, 2004, which is incorporated herein by  reference).         |
|    |   |                                                                                                                                                                                                                                                                           |
| 4.17.16 |   | Class A(2004-2)  Terms Document, dated as of April 8, 2004 (included in Exhibit 4.1  to the registrant’s Form 8-K, as filed with the Securities and Exchange  Commission on April 13, 2004, which is incorporated herein by  reference).         |
|    |   |                                                                                                                                                                                                                                                                           |
| 4.17.17 |   | Class B(2004-3)  Terms Document, dated as of April 14, 2004 (included in Exhibit 4.1  to the registrant’s Form 8-K, as filed with the Securities and Exchange  Commission on April 20, 2004, which is incorporated herein by  reference).        |
|    |   |                                                                                                                                                                                                                                                                           |
| 4.17.18 |   | Class A(2004-3)  Terms Document, dated as of May 6, 2004 (included in Exhibit 4.1 to  the registrant’s Form 8-K, as filed with the Securities and Exchange  Commission on May 12, 2004, which is incorporated herein by reference).              |
|    |   |                                                                                                                                                                                                                                                                           |
| 4.17.19 |   | Class A(2004-4)  Terms Document, dated as of June 10, 2004 (included in Exhibit 4.1  to the registrant’s Form 8-K, as filed with the Securities and Exchange  Commission on June 15, 2004, which is incorporated herein by reference).           |
|    |   |                                                                                                                                                                                                                                                                           |
| 4.17.20 |   | Class A(2004-5)  Terms Document, dated as of June 10, 2004 (included in Exhibit 4.1  to the registrant’s Form 8-K, as filed with the Securities and Exchange  Commission on June 15, 2004, which is incorporated herein by reference).           |
|    |   |                                                                                                                                                                                                                                                                           |
| 4.17.21 |   | Class C(2004-4)  Terms Document, dated as of September 2, 2004 (included in  Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on September 7, 2004, which is  incorporated herein by reference).  |
|    |   |                                                                                                                                                                                                                                                                           |
| 4.17.22 |   | Class A(2004-7)  Terms Document, dated as of September 9, 2004 (included in  Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on September 13, 2004, which is  incorporated herein by reference). |
|    |   |                                                                                                                                                                                                                                                                           |
| 4.17.23 |   | Class B(2004-6)  Terms Document, dated as of October 8, 2004 (included in  Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on October 14, 2004, which is  incorporated herein by reference).     |

 

----

 
| 4.17.24 |   | Class A(2004-8)  Terms Document, dated as of November 10, 2004 (included in  Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on November 22, 2004, which is  incorporated herein by reference).                                                                                                                  |
|---------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |   |                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.17.25 |   | Supplemental Indenture  with respect to additional Class A(2004-4) Notes, dated as of  November 23, 2004 to Class A(2004-4) Terms Document, dated as of  June 10, 2004 (included in Exhibit 4.1 to the registrant’s  Form 8-K, as filed with the Securities and Exchange Commission on  November 29, 2004, which is incorporated herein by reference). |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.17.26 |   | Class B(2005-1)  Terms Document, dated as of March 3, 2005 (included in Exhibit 4.1  to the registrant’s Form 8-K, as filed with the Securities and Exchange  Commission on March 9, 2005, which is incorporated herein by reference).                                                                                                                           |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.17.27 |   | Class A(2005-1)  Terms Document, dated as of April 1, 2005 (included in Exhibit 4.1  to the registrant’s Form 8-K, as filed with the Securities and Exchange  Commission on April 8, 2005, which is incorporated herein by reference).                                                                                                                           |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.17.28 |   | Class C(2005-1)  Terms Document, dated as of April 21, 2005 (included in Exhibit 4.1  to the registrant’s Form 8-K, as filed with the Securities and Exchange  Commission on April 29, 2005, which is incorporated herein by  reference).                                                                                                                        |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.17.29 |   | Class A(2005-2)  Terms Document, dated as of May 6, 2005 (included in Exhibit 4.1 to  the registrant’s Form 8-K, as filed with the Securities and Exchange  Commission on May 10, 2005, which is incorporated herein by reference).                                                                                                                              |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.17.30 |   | Class B(2005-2)  Terms Document, dated as of May 20, 2005 (included in Exhibit 4.1  to the registrant’s Form 8-K, as filed with the Securities and Exchange  Commission on May 24, 2005, which is incorporated herein by reference).                                                                                                                             |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.17.31 |   | Class A(2005-3)  Terms Document, dated as of June 10, 2005 (included in Exhibit 4.1  to the registrant’s Form 8-K, as filed with the Securities and Exchange  Commission on June 14, 2005, which is incorporated herein by reference).                                                                                                                           |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.17.32 |   | Class A(2005-4)  Terms Document, dated as of June 13, 2005 (included in Exhibit 4.1  to the registrant’s Form 8-K, as filed with the Securities and Exchange  Commission on June 15, 2005, which is incorporated herein by reference).                                                                                                                           |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.17.33 |   | Class A(2005-5)  Terms Document, dated as of July 8, 2005 (included in Exhibit 4.1  to the registrant’s Form 8-K, as filed with the Securities and Exchange  Commission on July 14, 2005, which is incorporated herein by reference).                                                                                                                            |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.17.34 |   | Class A(2005-6)  Terms Document, dated as of July 28, 2005 (included in Exhibit 4.1  to the registrant’s Form 8-K, as filed with the Securities and Exchange  Commission on July 29, 2005, which is incorporated herein by reference).                                                                                                                           |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.17.35 |   | Class B(2005-3)  Terms Document, dated as of August 4, 2005 (included in Exhibit 4.1  to the registrant’s Form 8-K, as filed with the Securities and Exchange  Commission on August 11, 2005, which is incorporated herein by  reference).                                                                                                                       |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.17.36 |   | Class A(2005-7)  Terms Document, dated as of August 18, 2005 (included in  Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on August 19, 2005, which is  incorporated herein by reference).                                                                                                                      |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.17.37 |   | Class A(2005-8)  Terms Document, dated as of August 26, 2005 (included in  Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on August 29, 2005, which is  incorporated herein by reference).                                                                                                                      |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.17.38 |   | Class A(2005-9)  Terms Document, dated as of October 19, 2005 (included in  Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on October 20, 2005, which is incorporated  herein by reference).                                                                                                                    |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.17.39 |   | Class A(2005-10)  Terms Document, dated as of November 15, 2005 (included in  Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on November 16, 2005, which is incorporated  herein by reference).                                                                                                                 |

 

----

 
| 4.17.40 |   | Class A(2005-11)  Terms Document, dated as of November 23, 2005 (included in  Exhibit 4.1 to the registrant’s  Form 8-K, as filed with the Securities and Exchange Commission on  November 29, 2005, which is incorporated herein by reference).                              |
|---------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |   |                                                                                                                                                                                                                                                                                                        |
| 4.17.41 |   | Class A(2006-1)  Terms Document, dated as of January 20, 2006 (included in  Exhibit 4.2 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on January 23, 2006, which is  incorporated herein by reference).                                 |
|    |   |                                                                                                                                                                                                                                                                                                        |
| 4.17.42 |   | Class A(2006-2)  Terms Document, dated as of February 3, 2006 (included in  Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on February 10, 2006, which is  incorporated herein by reference).                                |
|    |   |                                                                                                                                                                                                                                                                                                        |
| 4.17.43 |   | Omnibus Addendum, dated  as of February 10, 2006, to the various Terms Documents to the Indenture  (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed  with the Securities and Exchange Commission on February 13, 2006, which  is incorporated herein by reference). |
|    |   |                                                                                                                                                                                                                                                                                                        |
| 4.17.44 |   | Class A(2006-3)  Terms Document, dated as of March 1, 2006 (included in Exhibit 4.1  to the registrant’s Form 8-K, as filed with the Securities and Exchange  Commission on March 7, 2006, which is incorporated herein by reference).                                        |
|    |   |                                                                                                                                                                                                                                                                                                        |
| 4.17.45 |   | Class A(2006-4)  Terms Document, dated as of March 8, 2006 (included in Exhibit 4.1  to the registrant’s Form 8-K, as filed with the Securities and Exchange  Commission on March 15, 2006, which is incorporated herein by reference).                                       |
|    |   |                                                                                                                                                                                                                                                                                                        |
| 4.17.46 |   | Class A(2006-5)  Terms Document, dated as of April 4, 2006 (included in Exhibit 4.1  to the registrant’s Form 8-K, as filed with the Securities and Exchange  Commission on April 12, 2006, which is incorporated herein by  reference).                                      |
|    |   |                                                                                                                                                                                                                                                                                                        |
| 4.17.47 |   | Class B(2006-1)  Terms Document, dated as of April 6, 2006 (included in Exhibit 4.2  to the registrant’s Form 8-K, as filed with the Securities and Exchange  Commission on April 14, 2006, which is incorporated herein by  reference).                                      |
|    |   |                                                                                                                                                                                                                                                                                                        |
| 4.17.48 |   | Class A(2006-6)  Terms Document, dated as of April 25, 2006 (included in Exhibit 4.1  to the registrant’s Form 8-K, as filed with the Securities and Exchange  Commission on April 27, 2006, which is incorporated herein by  reference).                                     |
|    |   |                                                                                                                                                                                                                                                                                                        |
| 4.17.49 |   | Class C(2006-1)  Terms Document, dated as of May 17, 2006 (included in Exhibit 4.1  to the registrant’s Form 8-K, as filed with the Securities and Exchange  Commission on May 24, 2006, which is incorporated herein by reference).                                          |
|    |   |                                                                                                                                                                                                                                                                                                        |
| 4.17.50 |   | Class A(2006-7)  Terms Document, dated as of May 17, 2006 (included in Exhibit 4.1  to the registrant’s Form 8-K, as filed with the Securities and Exchange  Commission on May 24, 2006, which is incorporated herein by reference).                                          |
|    |   |                                                                                                                                                                                                                                                                                                        |
| 4.17.51 |   | Class B(2006-2)  Terms Document, dated as of June 6, 2006 (included in Exhibit 4.1  to the registrant’s Form 8-K, as filed with the Securities and Exchange  Commission on June 8, 2006, which is incorporated herein by reference).                                          |
|    |   |                                                                                                                                                                                                                                                                                                        |
| 4.17.52 |   | Class A(2006-8)  Terms Document, dated as of June 30, 2006 (included in Exhibit 4.1  to the registrant’s Form 8-K, as filed with the Securities and Exchange  Commission on July 6, 2006, which is incorporated herein by reference).                                         |
|    |   |                                                                                                                                                                                                                                                                                                        |
| 4.17.53 |   | Class A(2006-9)  Terms Document, dated as of July 31, 2006 (included in Exhibit 4.1  to the registrant’s Form 8-K, as filed with the Securities and Exchange  Commission on August 8, 2006, which is incorporated herein by  reference).                                      |
|    |   |                                                                                                                                                                                                                                                                                                        |
| 4.17.54 |   | Class C(2006-2)  Terms Document, dated as of August 17, 2006 (included in  Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on August 28, 2006, which is  incorporated herein by reference).                                   |
|    |   |                                                                                                                                                                                                                                                                                                        |
| 4.17.55 |   | Class A(2006-10)  Terms Document, dated as of August 25, 2006 (included in  Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on August 28, 2006, which is  incorporated herein by reference).                                  |

 

----

 
| 4.17.56 |   | Class A(2006-11)  Terms Document, dated as of September 1, 2006 (included in  Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on September 8, 2006, which is  incorporated herein by reference). |
|---------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |   |                                                                                                                                                                                                                                                                           |
| 4.17.57 |   | Class A(2006-12)  Terms Document, dated as of October 5, 2006 (included in  Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on October 16, 2006, which is  incorporated herein by reference).    |
|    |   |                                                                                                                                                                                                                                                                           |
| 4.17.58 |   | Class C(2006-3)Terms  Document, dated as of October 11, 2006 (included in Exhibit 4.2 to  the registrant’s Form 8-K, as filed with the Securities and Exchange  Commission on October 16, 2006, which is incorporated herein by  reference).     |
|    |   |                                                                                                                                                                                                                                                                           |
| 4.17.59 |   | Class A(2006-13)  Terms Document, dated as of October 20, 2006 (included in  Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on October 25, 2006, which is  incorporated herein by reference).   |
|    |   |                                                                                                                                                                                                                                                                           |
| 4.17.60 |   | Class A(2006-14)  Terms Document, dated as of November 7, 2006 (included in  Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on November 17, 2006, which is  incorporated herein by reference).  |
|    |   |                                                                                                                                                                                                                                                                           |
| 4.17.61 |   | Class A(2007-1)  Terms Document, dated as of January 26, 2007 (included in  Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on January 31, 2007, which is  incorporated herein by reference).    |
|    |   |                                                                                                                                                                                                                                                                           |
| 4.17.62 |   | Class B(2007-1)  Terms Document, dated as of January 26, 2007 (included in  Exhibit 4.2 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on January 31, 2007, which is  incorporated herein by reference).    |
|    |   |                                                                                                                                                                                                                                                                           |
| 4.17.63 |   | Class C(2007-1)  Terms Document, dated as of January 26, 2007 (included in  Exhibit 4.3 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on January 31, 2007, which is  incorporated herein by reference).    |
|    |   |                                                                                                                                                                                                                                                                           |
| 4.17.64 |   | Class C(2007-2)  Terms Document, dated as of January 26, 2007 (included in  Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on February 9, 2007, which is  incorporated herein by reference).    |
|    |   |                                                                                                                                                                                                                                                                           |
| 4.17.65 |   | Class A(2007-2)  Terms Document, dated as of February 27, 2007 (included in  Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on March 13, 2007, which is  incorporated herein by reference).     |
|    |   |                                                                                                                                                                                                                                                                           |
| 4.17.66 |   | Class B(2007-2)  Terms Document, dated as of March 6, 2007 (included in Exhibit 4.2  to the registrant’s Form 8-K, as filed with the Securities and Exchange  Commission on March 13, 2007, which is incorporated herein by  reference).         |
|    |   |                                                                                                                                                                                                                                                                           |
| 4.17.67 |   | Class A(2007-3)  Terms Document, dated as of May 10, 2007 (included in Exhibit 4.1(a) to  the registrant’s Form 8-K, as filed with the Securities and Exchange  Commission on May 18, 2007, which is incorporated herein by reference).     |
|    |   |                                                                                                                                                                                                                                                                           |
| 4.17.68 |   | Class B(2007-3)  Terms Document, dated as of May 17, 2007 (included in  Exhibit 4.1(b) to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on May 18, 2007, which is  incorporated herein by reference).    |
|    |   |                                                                                                                                                                                                                                                                           |
| 4.17.69 |   | Class B(2007-4)  Terms Document, dated as of May 17, 2007 (included in  Exhibit 4.1(c) to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on May 18, 2007, which is  incorporated herein by reference).    |

 

----

 
| 4.17.70 |   | Class A(2007-4)  Terms Document, dated as of May 23, 2007 (included in Exhibit 4.1  to the registrant’s Form 8-K, as filed with the Securities and Exchange  Commission on May 31, 2007, which is incorporated herein by reference).                                                                                                                                                                                                                                                                                                                       |
|---------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.17.71 |   | Class A(2007-5)  Terms Document, dated as of June 22, 2007 (included in Exhibit 4.1  to the registrant’s Form 8-K, as filed with the Securities and Exchange  Commission on June 25, 2007, which is incorporated herein by reference).                                                                                                                                                                                                                                                                                                                     |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.17.72 |   | Class C(2007-3)  Terms Document, dated as of July 6, 2007 (included in Exhibit 4.1  to the registrant’s Form 8-K, as filed with the Securities and Exchange  Commission on July 10, 2007, which is incorporated herein by reference).                                                                                                                                                                                                                                                                                                                      |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.17.73 |   | Class B(2007-5)  Terms Document, dated as of July 31, 2007 (included in Exhibit 4.1  to the registrant’s Form 8-K, as filed with the Securities and Exchange  Commission on August 2, 2007, which is incorporated herein by  reference).                                                                                                                                                                                                                                                                                                                   |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.17.74 |   | Class A(2007-6)  Terms Document, dated as of August 10, 2007 (included in  Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on August 13, 2007, which is  incorporated herein by reference).                                                                                                                                                                                                                                                                                                                |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.17.75 |   | Class A(2007-7)  Terms Document, dated as of September 28, 2007 (included in  Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on September 28, 2007, which is  incorporated herein by reference).                                                                                                                                                                                                                                                                                                          |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.17.76 |   | Class A(2007-8)  Terms Document, dated as of October 11, 2007 (included in  Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on October 12, 2007, which is  incorporated herein by reference).                                                                                                                                                                                                                                                                                                              |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.17.77 |   | Class A(2007-9)  Terms Document, dated as of October 19, 2007 (included in  Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on October 22, 2007, which is  incorporated herein by reference).                                                                                                                                                                                                                                                                                                              |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.17.78 |   | Class C(2007-4)  Terms Document, dated as of October 29, 2007 (included in  Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on October 30, 2007, which is incorporated  herein by reference).                                                                                                                                                                                                                                                                                                              |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.1    |   | Services Agreement,  dated as of November 8, 2004, between Capital One Services, Inc.  and First Data Resources, Inc. (incorporated by reference to  Exhibit 10.1 to the Current Report on Form 8-K filed with the  Securities and Exchange Commission on December 15, 2005, as supplemented  by the Current Report on Form 8-K/A (No. 1) filed with the  Securities and Exchange Commission by Capital One Funding, LLC on  December 21, 2005). Confidential Treatment has been requested for certain  portions of the Services Agreement. |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.2    |   | Form of  Subservicing Agreement between Capital One Bank (USA), National Association  and Capital One Services, Inc. (incorporated by reference to  Exhibit 10.2 to Form S-3 Registration Statement (File Nos.  333-130862, 333-130862-01 and 333-130862-02) filed with the Securities and  Exchange Commission on January 4, 2006).                                                                                                                                                                                                                            |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.3    |   | Services Agreement,  dated as of March 16, 2006, between Capital One Bank (USA), National  Association and Capital One, N.A. (formerly known as Hibernia National Bank)  (incorporated by reference to Exhibit 99.1 to the Current Report on  Form 8-K filed with the Securities and Exchange Commission on  March 22, 2006).                                                                                                                                                                                                                                        |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 31.1    |   | Certification of  Capital One Funding, LLC pursuant to Rule 13a-14(d)/15d-14(d) under  the Securities Exchange Act of 1934.                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 33.1    |   | Report on Assessment of  Compliance with Servicing Criteria for Capital One Bank (USA), National  Association, for itself and on behalf of its affiliate, Capital One  Services, Inc.                                                                                                                                                                                                                                                                                                                                                                                               |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 33.2    |   | Report on Assessment of  Compliance with Servicing Criteria for First Data Resources, Inc. and  REMITCO, LLC.                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |

 

----

 
| 33.3   |   | Report on Assessment of  Compliance with Servicing Criteria for The Bank of New York.                                                                                                                |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                 |
| 34.1   |   | Attestation Report of  Ernst & Young LLP on Assessment of Compliance with Servicing  Criteria relating to Capital One Bank (USA), National Association and Capital  One Services, Inc. |
|   |   |                                                                                                                                                                                                 |
| 34.2   |   | Attestation Report of  Ernst & Young LLP on Assessment of Compliance with Servicing  Criteria relating to First Data Resources, Inc. and REMITCO, LLC.                                 |
|   |   |                                                                                                                                                                                                 |
| 34.3   |   | Attestation Report of  KPMG LLP on Assessment of Compliance with Servicing Criteria relating to The  Bank of New York.                                                                               |
|   |   |                                                                                                                                                                                                 |
| 35.1   |   | Servicer Compliance  Statement of Capital One Bank (USA), National Association.                                                                                                                      |
|   |   |                                                                                                                                                                                                 |
| 35.2   |   | Servicer Compliance  Statement of Capital One Services, Inc.                                                                                                                                    |
|   |   |                                                                                                                                                                                                 |
| 35.3   |   | Servicer Compliance  Statement of Capital One, N.A.                                                                                                                                                  |

 

 

 

(c)          Not Applicable.

 

----

** **

**SIGNATURES**

 

Pursuant to therequirements of Section 13 or 15(d) of the Securities Exchange Act of1934, the registrant has duly caused this report to be signed on its behalf bythe undersigned, thereunto duly authorized.

 
|   | **Capital  One Multi-asset Execution Trust** |
|--------|----------------------------------------------|
|   |                                         |
|   | By:Capital One Funding,  LLC, as Depositor   |
|   |                                         |   |
|   |                                         |   |
|   |                                         | By: | /s/ Stephen Linehan |
|   |                                         | Name: |  Stephen Linehan* |
|   |                                         | Title: |  President |
|   |                                         |   |
|   |                                         | Date: March 25,  2008 |
|   |                                         |   |
|   |                                         | *Stephen Linehan is the  senior officer in charge of securitization of Capital One Funding, LLC. |

 

----

 

EXHIBIT INDEX

 
| **Exhibit  Number** | ** ** | **Description**                                                                                                                                                                                                                                                                                                                                                                                                     |
|---------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.1                 |       | Amended and Restated  Limited Liability Company Agreement of Capital One Funding, LLC dated as of  July 31, 2002 (incorporated by reference to Exhibit 3.1 to  Amendment No. 1 to Form S-3 Registration Statement (File Nos.  333-75276, 333-75276-01 and 333-75276-02) filed with the Securities and  Exchange Commission on September 12, 2002).                                         |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                                                |
| 3.2                 |       | First Amendment dated  as of March 1, 2008 to the Amended and Restated Limited Liability  Company Agreement (incorporated by reference to Exhibit 3.1 to the  Current Report on Form 8-K filed with the Securities and Exchange  Commission on March 4, 2008).                                                                                                                                  |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                                                |
| 4.1                 |       | Amended and Restated  Receivables Purchase Agreement dated as of July 1, 2007 between Capital  One Funding, LLC and Capital One Bank (USA), National Association  (incorporated by reference to Exhibit 4.1 to the Current Report on  Form 8-K filed with the Securities and Exchange Commission on  July 6, 2007).                                                                             |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                                                |
| 4.2                 |       | First Amendment dated  as of March 1, 2008 to the Amended and Restated Receivables Purchase  Agreement (incorporated by reference to Exhibit 4.1 to the Current  Report on Form 8-K filed with the Securities and Exchange Commission on  March 4, 2008).                                                                                                                                       |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                                                |
| 4.3                 |       | Indenture for the Notes  dated as of October 9, 2002, as amended and restated as of  January 13, 2006 (incorporated by reference to Exhibit 4.1 to the  Current Report on Form 8-K filed with the Securities and Exchange  Commission on January 20, 2006).                                                                                                                                |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                                                |
| 4.4                 |       | First Amendment dated  as of March 1, 2008 to the Indenture (incorporated by reference to  Exhibit 4.7 to the Current Report on Form 8-K filed with the  Securities and Exchange Commission on March 4, 2008).                                                                                                                                                                                  |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                                                |
| 4.5                 |       | Asset Pool Supplement  for the Notes dated October 9, 2002 (incorporated by reference to  Exhibit 4.5 to the Current Report on Form 8-K filed with the  Securities and Exchange Commission on November 12, 2002).                                                                                                                                                                               |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                                                |
| 4.6                 |       | First Amendment dated  as of March 1, 2008 to the Asset Pool Supplement (incorporated by  reference to Exhibit 4.8 to the Current Report on Form 8-K filed  with the Securities and Exchange Commission on March 4, 2008).                                                                                                                                                                      |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                                                |
| 4.7                 |       | Card  Series Indenture Supplement for the Notes dated as of October 9,  2002 (incorporated by reference to Exhibit 4.6 to the Current Report on  Form 8-K filed with the Securities and Exchange Commission on  November 12, 2002).                                                                                                                                                        |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                                                |
| 4.8                 |       | First Amendment dated  as of March 1, 2008 to the Card Series Indenture Supplement  (incorporated by reference to Exhibit 4.9 to the Current Report on  Form 8-K filed with the Securities and Exchange Commission on  March 4, 2008).                                                                                                                                                     |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                                                |
| 4.9                 |       | Series 2002-CC Supplement  to the Amended and Restated Pooling and Servicing Agreement dated as of  October 9, 2002 relating to the COMT Collateral Certificate  (incorporated by reference to Exhibit 4.1 to the Current Report on  Form 8-K filed with the Securities and Exchange Commission on  November 12, 2002).                                                                    |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                                                |
| 4.10                |       | First Amendment dated  as of March 1, 2008 to the Series 2002-CC Supplement (incorporated  by reference to Exhibit 4.6 to the Current Report on Form 8-K filed  with the Securities and Exchange Commission on March 4, 2008).                                                                                                                                                             |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                                                |
| 4.11                |       | 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 and  July 1, 2007 (incorporated by reference to Exhibit 4.2 to the  Current Report on Form 8-K filed with the Securities and Exchange  Commission on July 6, 2007).                                                   |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                                                |
| 4.12                |       | First Amendment dated  as of March 1, 2008 to the Amended and Restated Pooling and Servicing  Agreement (incorporated by reference to Exhibit 4.2 to the Current  Report on Form 8-K filed with the Securities and Exchange Commission on  March 4, 2008).                                                                                                                                      |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                                                |
| 4.13                |       | Transfer and Assumption  Agreement, dated as of November 22, 1994 by and among Signet  Bank/Virginia, Capital One Bank (USA), National Association, as Assuming  Entity, The Bank of New York, as Trustee and the other parties thereto  (incorporated by reference to Exhibit 4.5 to the Current Report on  Form 8-K, filed with the Securities and Exchange Commission on  January 13, 1995). |

 

----

 
| 4.14    |   | Second Amended and  Restated Trust Agreement dated as of January 13, 2006 (incorporated by  reference to Exhibit 4.3 to the Current Report on Form 8-K filed  with the Securities and Exchange Commission on January 20, 2006).                             |
|---------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |   |                                                                                                                                                                                                                                                                            |
| 4.15    |   | Transfer and  Administration Agreement dated as of October 9, 2002 (incorporated by  reference to Exhibit 4.2 to the Current Report on Form 8-K filed  with the Securities and Exchange Commission by Capital One Funding, LLC on  November 12, 2002).      |
|    |   |                                                                                                                                                                                                                                                                            |
| 4.16    |   | First Amendment dated  as of March 1, 2008 to the Transfer and Administration Agreement  (incorporated by reference to Exhibit 4.10 to the Current Report on  Form 8-K filed with the Securities and Exchange Commission on  March 4, 2008).                |
|    |   |                                                                                                                                                                                                                                                                            |
| 4.17.1  |   | Class C(2003-1)  Terms Document, dated as of May 28, 2003 (included in Exhibit 4.1  to the registrant’s Form 8-K, as filed with the Securities and Exchange  Commission on June 11, 2003, which is incorporated herein by reference).             |
|    |   |                                                                                                                                                                                                                                                                            |
| 4.17.2  |   | Class A(2003-3)  Terms Document, dated as of August 13, 2003 (included in Exhibit 4.1  to the registrant’s Form 8-K, as filed with the Securities and Exchange  Commission on August 15, 2003, which is incorporated herein by  reference).       |
|    |   |                                                                                                                                                                                                                                                                            |
| 4.17.3  |   | Class B(2003-3)  Terms Document, dated as of September 3, 2003 (included in  Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on September 11, 2003, which is  incorporated herein by reference).  |
|    |   |                                                                                                                                                                                                                                                                            |
| 4.17.4  |   | Class B(2003-4)  Terms Document, dated as of September 16, 2003 (included in  Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on September 23, 2003, which is  incorporated herein by reference). |
|    |   |                                                                                                                                                                                                                                                                            |
| 4.17.5  |   | Class A(2003-4)  Terms Document, dated as of September 26, 2003 (included in  Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on October 1, 2003, which is  incorporated herein by reference).    |
|    |   |                                                                                                                                                                                                                                                                            |
| 4.17.6  |   | Class C(2003-3)  Terms Document, dated as of September 23, 2003 (included in  Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on October 1, 2003, which is  incorporated herein by reference).    |
|    |   |                                                                                                                                                                                                                                                                            |
| 4.17.7  |   | Class A(2003-5)  Terms Document, dated as of October 10, 2003 (included in  Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on October 17, 2003, which is  incorporated herein by reference).     |
|    |   |                                                                                                                                                                                                                                                                            |
| 4.17.8  |   | Class C(2003-4)  Terms Document, dated as of October 29, 2003 (included in  Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on November 10, 2003, which is  incorporated herein by reference).    |
|    |   |                                                                                                                                                                                                                                                                            |
| 4.17.9  |   | Class B(2003-5)  Terms Document, dated as of November 5, 2003 (included in  Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities  and Exchange Commission on November 14, 2003, which is incorporated  herein by reference).    |
|    |   |                                                                                                                                                                                                                                                                            |
| 4.17.10 |   | Class A(2003-7)  Terms Document, dated as of November 21, 2003 (included in  Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on December 3, 2003, which is  incorporated herein by reference).    |
|    |   |                                                                                                                                                                                                                                                                            |
| 4.17.11 |   | Class B(2003-6)  Terms Document, dated as of November 20, 2003 (included in  Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on December 3, 2003, which is  incorporated herein by reference).    |
|    |   |                                                                                                                                                                                                                                                                            |
| 4.17.12 |   | Class C(2003-5)  Terms Document, dated as of December 23, 2003 (included in  Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on January 6, 2004, which is  incorporated herein by reference).     |

 

----

 
| 4.17.13 |   | Class B(2004-1)  Terms Document, dated as of January 30, 2004 (included in  Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on February 10, 2004, which is  incorporated herein by reference).                                                                                                                   |
|---------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |   |                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.17.14 |   | Class A(2004-1)  Terms Document, dated as of February 26, 2004 (included in  Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on March 3, 2004, which is  incorporated herein by reference).                                                                                                                      |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.17.15 |   | Class C(2004-2)  Terms Document, dated as of March 5, 2004 (included in Exhibit 4.1  to the registrant’s Form 8-K, as filed with the Securities and Exchange  Commission on March 11, 2004, which is incorporated herein by  reference).                                                                                                                         |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.17.16 |   | Class A(2004-2)  Terms Document, dated as of April 8, 2004 (included in Exhibit 4.1  to the registrant’s Form 8-K, as filed with the Securities and Exchange  Commission on April 13, 2004, which is incorporated herein by  reference).                                                                                                                         |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.17.17 |   | Class B(2004-3)  Terms Document, dated as of April 14, 2004 (included in Exhibit 4.1  to the registrant’s Form 8-K, as filed with the Securities and Exchange  Commission on April 20, 2004, which is incorporated herein by  reference).                                                                                                                        |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.17.18 |   | Class A(2004-3)  Terms Document, dated as of May 6, 2004 (included in Exhibit 4.1 to  the registrant’s Form 8-K, as filed with the Securities and Exchange  Commission on May 12, 2004, which is incorporated herein by reference).                                                                                                                              |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.17.19 |   | Class A(2004-4)  Terms Document, dated as of June 10, 2004 (included in Exhibit 4.1  to the registrant’s Form 8-K, as filed with the Securities and Exchange  Commission on June 15, 2004, which is incorporated herein by reference).                                                                                                                           |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.17.20 |   | Class A(2004-5)  Terms Document, dated as of June 10, 2004 (included in Exhibit 4.1  to the registrant’s Form 8-K, as filed with the Securities and Exchange  Commission on June 15, 2004, which is incorporated herein by reference).                                                                                                                           |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.17.21 |   | Class C(2004-4)  Terms Document, dated as of September 2, 2004 (included in  Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on September 7, 2004, which is  incorporated herein by reference).                                                                                                                  |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.17.22 |   | Class A(2004-7) Terms  Document, dated as of September 9, 2004 (included in Exhibit 4.1 to  the registrant’s Form 8-K, as filed with the Securities and Exchange  Commission on September 13, 2004, which is incorporated herein by  reference).                                                                                                                 |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.17.23 |   | Class B(2004-6)  Terms Document, dated as of October 8, 2004 (included in  Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on October 14, 2004, which is  incorporated herein by reference).                                                                                                                     |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.17.24 |   | Class A(2004-8)  Terms Document, dated as of November 10, 2004 (included in  Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on November 22, 2004, which is  incorporated herein by reference).                                                                                                                  |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.17.25 |   | Supplemental Indenture  with respect to additional Class A(2004-4) Notes, dated as of  November 23, 2004 to Class A(2004-4) Terms Document, dated as of  June 10, 2004 (included in Exhibit 4.1 to the registrant’s  Form 8-K, as filed with the Securities and Exchange Commission on  November 29, 2004, which is incorporated herein by reference). |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.17.26 |   | Class B(2005-1)  Terms Document, dated as of March 3, 2005 (included in Exhibit 4.1  to the registrant’s Form 8-K, as filed with the Securities and Exchange  Commission on March 9, 2005, which is incorporated herein by reference).                                                                                                                           |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.17.27 |   | Class A(2005-1)  Terms Document, dated as of April 1, 2005 (included in Exhibit 4.1  to the registrant’s Form 8-K, as filed with the Securities and Exchange  Commission on April 8, 2005, which is incorporated herein by reference).                                                                                                                           |

 

----

 
| 4.17.28 |   | Class C(2005-1)  Terms Document, dated as of April 21, 2005 (included in Exhibit 4.1  to the registrant’s Form 8-K, as filed with the Securities and Exchange  Commission on April 29, 2005, which is incorporated herein by reference).                                      |
|---------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |   |                                                                                                                                                                                                                                                                                                        |
| 4.17.29 |   | Class A(2005-2)  Terms Document, dated as of May 6, 2005 (included in Exhibit 4.1 to  the registrant’s Form 8-K, as filed with the Securities and Exchange  Commission on May 10, 2005, which is incorporated herein by reference).                                           |
|    |   |                                                                                                                                                                                                                                                                                                        |
| 4.17.30 |   | Class B(2005-2)  Terms Document, dated as of May 20, 2005 (included in Exhibit 4.1  to the registrant’s Form 8-K, as filed with the Securities and Exchange  Commission on May 24, 2005, which is incorporated herein by reference).                                          |
|    |   |                                                                                                                                                                                                                                                                                                        |
| 4.17.31 |   | Class A(2005-3)  Terms Document, dated as of June 10, 2005 (included in Exhibit 4.1  to the registrant’s Form 8-K, as filed with the Securities and Exchange  Commission on June 14, 2005, which is incorporated herein by reference).                                        |
|    |   |                                                                                                                                                                                                                                                                                                        |
| 4.17.32 |   | Class A(2005-4)  Terms Document, dated as of June 13, 2005 (included in Exhibit 4.1  to the registrant’s Form 8-K, as filed with the Securities and Exchange  Commission on June 15, 2005, which is incorporated herein by reference).                                        |
|    |   |                                                                                                                                                                                                                                                                                                        |
| 4.17.33 |   | Class A(2005-5)  Terms Document, dated as of July 8, 2005 (included in Exhibit 4.1  to the registrant’s Form 8-K, as filed with the Securities and Exchange  Commission on July 14, 2005, which is incorporated herein by reference).                                         |
|    |   |                                                                                                                                                                                                                                                                                                        |
| 4.17.34 |   | Class A(2005-6)  Terms Document, dated as of July 28, 2005 (included in Exhibit 4.1  to the registrant’s Form 8-K, as filed with the Securities and Exchange  Commission on July 29, 2005, which is incorporated herein by reference).                                        |
|    |   |                                                                                                                                                                                                                                                                                                        |
| 4.17.35 |   | Class B(2005-3)  Terms Document, dated as of August 4, 2005 (included in Exhibit 4.1  to the registrant’s Form 8-K, as filed with the Securities and Exchange  Commission on August 11, 2005, which is incorporated herein by  reference).                                    |
|    |   |                                                                                                                                                                                                                                                                                                        |
| 4.17.36 |   | Class A(2005-7)  Terms Document, dated as of August 18, 2005 (included in Exhibit 4.1  to the registrant’s Form 8-K, as filed with the Securities and Exchange  Commission on August 19, 2005, which is incorporated herein by  reference).                                   |
|    |   |                                                                                                                                                                                                                                                                                                        |
| 4.17.37 |   | Class A(2005-8)  Terms Document, dated as of August 26, 2005 (included in  Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on August 29, 2005, which is  incorporated herein by reference).                                   |
|    |   |                                                                                                                                                                                                                                                                                                        |
| 4.17.38 |   | Class A(2005-9)  Terms Document, dated as of October 19, 2005 (included in  Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on October 20, 2005, which is  incorporated herein by reference).                                 |
|    |   |                                                                                                                                                                                                                                                                                                        |
| 4.17.39 |   | Class A(2005-10)  Terms Document, dated as of November 15, 2005 (included in  Exhibit 4.1 to the registrant’s  Form 8-K, as filed with the Securities and Exchange Commission on  November 16, 2005, which is incorporated herein by reference).                              |
|    |   |                                                                                                                                                                                                                                                                                                        |
| 4.17.40 |   | Class A(2005-11)  Terms Document, dated as of November 23, 2005 (included in  Exhibit 4.1 to the registrant’s  Form 8-K, as filed with the Securities and Exchange Commission on  November 29, 2005, which is incorporated herein by reference).                              |
|    |   |                                                                                                                                                                                                                                                                                                        |
| 4.17.41 |   | Class A(2006-1)  Terms Document, dated as of January 20, 2006 (included in  Exhibit 4.2 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on January 23, 2006, which is  incorporated herein by reference).                                 |
|    |   |                                                                                                                                                                                                                                                                                                        |
| 4.17.42 |   | Class A(2006-2)  Terms Document, dated as of February 3, 2006 (included in  Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on February 10, 2006, which is  incorporated herein by reference).                                |
|    |   |                                                                                                                                                                                                                                                                                                        |
| 4.17.43 |   | Omnibus Addendum, dated  as of February 10, 2006, to the various Terms Documents to the Indenture  (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed  with the Securities and Exchange Commission on February 13, 2006, which  is incorporated herein by reference). |
|    |   |                                                                                                                                                                                                                                                                                                        |
| 4.17.44 |   | Class A(2006-3)  Terms Document, dated as of March 1, 2006 (included in Exhibit 4.1  to the registrant’s Form 8-K, as filed with the Securities and Exchange  Commission on March 7, 2006, which is incorporated herein by reference).                                        |

 

----

 
| 4.17.45   |   | Class A(2006-4)  Terms Document, dated as of March 8, 2006 (included in Exhibit 4.1  to the registrant’s Form 8-K, as filed with the Securities and Exchange  Commission on March 15, 2006, which is incorporated herein by  reference).         |
|-----------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|      |   |                                                                                                                                                                                                                                                                           |
| 4.4.17.46 |   | Class A(2006-5)  Terms Document, dated as of April 4, 2006 (included in Exhibit 4.1  to the registrant’s Form 8-K, as filed with the Securities and Exchange  Commission on April 12, 2006, which is incorporated herein by  reference).         |
|      |   |                                                                                                                                                                                                                                                                           |
| 4.4.17.47 |   | Class B(2006-1)  Terms Document, dated as of April 6, 2006 (included in Exhibit 4.2  to the registrant’s Form 8-K, as filed with the Securities and Exchange  Commission on April 14, 2006, which is incorporated herein by  reference).         |
|      |   |                                                                                                                                                                                                                                                                           |
| 4.4.17.48 |   | Class A(2006-6)  Terms Document, dated as of April 25, 2006 (included in Exhibit 4.1  to the registrant’s Form 8-K, as filed with the Securities and Exchange  Commission on April 27, 2006, which is incorporated herein by  reference).        |
|      |   |                                                                                                                                                                                                                                                                           |
| 4.4.17.49 |   | Class C(2006-1)  Terms Document, dated as of May 17, 2006 (included in Exhibit 4.1  to the registrant’s Form 8-K, as filed with the Securities and Exchange  Commission on May 24, 2006, which is incorporated herein by reference).             |
|      |   |                                                                                                                                                                                                                                                                           |
| 4.4.17.50 |   | Class A(2006-7)  Terms Document, dated as of May 17, 2006 (included in Exhibit 4.1  to the registrant’s Form 8-K, as filed with the Securities and Exchange  Commission on May 24, 2006, which is incorporated herein by reference).             |
|      |   |                                                                                                                                                                                                                                                                           |
| 4.4.17.51 |   | Class B(2006-2)  Terms Document, dated as of June 6, 2006 (included in Exhibit 4.1  to the registrant’s Form 8-K, as filed with the Securities and Exchange  Commission on June 8, 2006, which is incorporated herein by reference).             |
|      |   |                                                                                                                                                                                                                                                                           |
| 4.4.17.52 |   | Class A(2006-8)  Terms Document, dated as of June 30, 2006 (included in Exhibit 4.1  to the registrant’s Form 8-K, as filed with the Securities and Exchange  Commission on July 6, 2006, which is incorporated herein by reference).            |
|      |   |                                                                                                                                                                                                                                                                           |
| 4.17.53   |   | Class A(2006-9)  Terms Document, dated as of July 31, 2006 (included in Exhibit 4.1  to the registrant’s Form 8-K, as filed with the Securities and Exchange  Commission on August 8, 2006, which is incorporated herein by reference).          |
|      |   |                                                                                                                                                                                                                                                                           |
| 4.17.54   |   | Class C(2006-2)  Terms Document, dated as of August 17, 2006 (included in  Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on August 28, 2006, which is  incorporated herein by reference).      |
|      |   |                                                                                                                                                                                                                                                                           |
| 4.17.55   |   | Class A(2006-10)  Terms Document, dated as of August 25, 2006 (included in  Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on August 28, 2006, which is  incorporated herein by reference).     |
|      |   |                                                                                                                                                                                                                                                                           |
| 4.17.56   |   | Class A(2006-11)  Terms Document, dated as of September 1, 2006 (included in  Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on September 8, 2006, which is  incorporated herein by reference). |
|      |   |                                                                                                                                                                                                                                                                           |
| 4.17.57   |   | Class A(2006-12)  Terms Document, dated as of October 5, 2006 (included in  Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on October 16, 2006, which is  incorporated herein by reference).    |
|      |   |                                                                                                                                                                                                                                                                           |
| 4.17.58   |   | Class C(2006-3)Terms  Document, dated as of October 11, 2006 (included in Exhibit 4.2 to  the registrant’s Form 8-K, as filed with the Securities and Exchange  Commission on October 16, 2006, which is incorporated herein by  reference).     |
|      |   |                                                                                                                                                                                                                                                                           |
| 4.17.59   |   | Class A(2006-13) Terms  Document, dated as of October 20, 2006 (included in Exhibit 4.1 to  the registrant’s Form 8-K, as filed with the Securities and Exchange  Commission on October 25, 2006, which is incorporated herein by  reference).   |

 

----

 
| 4.17.60 |   | Class A(2006-14)  Terms Document, dated as of November 7, 2006 (included in  Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on November 17, 2006, which is  incorporated herein by reference).   |
|---------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |   |                                                                                                                                                                                                                                                                            |
| 4.17.61 |   | Class A(2007-1)  Terms Document, dated as of January 26, 2007 (included in  Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on January 31, 2007, which is  incorporated herein by reference).     |
|    |   |                                                                                                                                                                                                                                                                            |
| 4.17.62 |   | Class B(2007-1)  Terms Document, dated as of January 26, 2007 (included in  Exhibit 4.2 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on January 31, 2007, which is  incorporated herein by reference).     |
|    |   |                                                                                                                                                                                                                                                                            |
| 4.17.63 |   | Class C(2007-1)  Terms Document, dated as of January 26, 2007 (included in  Exhibit 4.3 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on January 31, 2007, which is  incorporated herein by reference).     |
|    |   |                                                                                                                                                                                                                                                                            |
| 4.17.64 |   | Class C(2007-2)  Terms Document, dated as of January 26, 2007 (included in  Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on February 9, 2007, which is  incorporated herein by reference).     |
|    |   |                                                                                                                                                                                                                                                                            |
| 4.17.65 |   | Class A(2007-2)  Terms Document, dated as of February 27, 2007 (included in  Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on March 13, 2007, which is  incorporated herein by reference).      |
|    |   |                                                                                                                                                                                                                                                                            |
| 4.17.66 |   | Class B(2007-2)  Terms Document, dated as of March 6, 2007 (included in Exhibit 4.2  to the registrant’s Form 8-K, as filed with the Securities and Exchange  Commission on March 13, 2007, which is incorporated herein by  reference).          |
|    |   |                                                                                                                                                                                                                                                                            |
| 4.17.67 |   | Class A(2007-3)  Terms Document, dated as of May 10, 2007 (included in  Exhibit 4.1(a) to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on May 18, 2007, which is  incorporated herein by reference).     |
|    |   |                                                                                                                                                                                                                                                                            |
| 4.17.68 |   | Class B(2007-3)  Terms Document, dated as of May 17, 2007 (included in  Exhibit 4.1(b) to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on May 18, 2007, which is  incorporated herein by reference).     |
|    |   |                                                                                                                                                                                                                                                                            |
| 4.17.69 |   | Class B(2007-4)  Terms Document, dated as of May 17, 2007 (included in  Exhibit 4.1(c) to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on May 18, 2007, which is  incorporated herein by reference).     |
|    |   |                                                                                                                                                                                                                                                                            |
| 4.17.70 |   | Class A(2007-4)  Terms Document, dated as of May 23, 2007 (included in Exhibit 4.1  to the registrant’s Form 8-K, as filed with the Securities and Exchange  Commission on May 31, 2007, which is incorporated herein by reference).              |
|    |   |                                                                                                                                                                                                                                                                            |
| 4.17.71 |   | Class A(2007-5)  Terms Document, dated as of June 22, 2007 (included in Exhibit 4.1  to the registrant’s Form 8-K, as filed with the Securities and Exchange  Commission on June 25, 2007, which is incorporated herein by reference).            |
|    |   |                                                                                                                                                                                                                                                                            |
| 4.17.72 |   | Class C(2007-3)  Terms Document, dated as of July 6, 2007 (included in Exhibit 4.1  to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission  on July 10, 2007, which is incorporated herein by reference).             |
|    |   |                                                                                                                                                                                                                                                                            |
| 4.17.73 |   | Class B(2007-5)  Terms Document, dated as of July 31, 2007 (included in Exhibit 4.1  to the registrant’s Form 8-K, as filed with the Securities and Exchange  Commission on August 2, 2007, which is incorporated herein by  reference).          |
|    |   |                                                                                                                                                                                                                                                                            |
| 4.17.74 |   | Class A(2007-6)  Terms Document, dated as of August 10, 2007 (included in  Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on August 13, 2007, which is  incorporated herein by reference).       |
|    |   |                                                                                                                                                                                                                                                                            |
| 4.17.75 |   | Class A(2007-7)  Terms Document, dated as of September 28, 2007 (included in  Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on September 28, 2007, which is  incorporated herein by reference). |

 

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| 4.17.76 |   | Class A(2007-8)  Terms Document, dated as of October 11, 2007 (included in  Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on October 12, 2007, which is  incorporated herein by reference).                                                                                                                                                                                                                                                                                                              |
|---------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.17.77 |   | Class A(2007-9)  Terms Document, dated as of October 19, 2007 (included in  Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on October 22, 2007, which is incorporated  herein by reference).                                                                                                                                                                                                                                                                                                              |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.17.78 |   | Class C(2007-4)  Terms Document, dated as of October 29, 2007 (included in  Exhibit 4.1 to the registrant’s Form 8-K, as filed with the  Securities and Exchange Commission on October 30, 2007, which is  incorporated herein by reference).                                                                                                                                                                                                                                                                                                              |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.1    |   | Services Agreement,  dated as of November 8, 2004, between Capital One Services, Inc.  and First Data Resources, Inc. (incorporated by reference to  Exhibit 10.1 to the Current Report on Form 8-K filed with the  Securities and Exchange Commission on December 15, 2005, as supplemented  by the Current Report on Form 8-K/A (No. 1) filed with the  Securities and Exchange Commission by Capital One Funding, LLC on  December 21, 2005). Confidential Treatment has been requested for  certain portions of the Services Agreement. |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.2    |   | Form of  Subservicing Agreement between Capital One Bank (USA), National Association  and Capital One Services, Inc. (incorporated by reference to  Exhibit 10.2 to Form S-3 Registration Statement (File Nos. 333-130862,  333-130862-01 and 333-130862-02) filed with the Securities and Exchange  Commission on January 4, 2006).                                                                                                                                                                                                                                 |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.3    |   | Services Agreement,  dated as of March 16, 2006, between Capital One Bank (USA), National  Association and Capital One, N.A. (formerly known as Hibernia National Bank)  (incorporated by reference to Exhibit 99.1 to the Current Report on  Form 8-K filed with the Securities and Exchange Commission on  March 22, 2006).                                                                                                                                                                                                                                        |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 31.1    |   | Certification of  Capital One Funding, LLC pursuant to Rule 13a-14(d)/15d-14(d) under  the Securities Exchange Act of 1934.                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 33.1    |   | Report on Assessment of  Compliance with Servicing Criteria for Capital One Bank (USA), National  Association, for itself and on behalf of its affiliate, Capital One  Services, Inc.                                                                                                                                                                                                                                                                                                                                                                                               |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 33.2    |   | Report on Assessment of  Compliance with Servicing Criteria for First Data Resources, Inc. and  REMITCO, LLC.                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 33.3    |   | Report on Assessment of  Compliance with Servicing Criteria for The Bank of New York.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 34.1    |   | Attestation Report of  Ernst & Young LLP on Assessment of Compliance with Servicing  Criteria relating to Capital One Bank (USA), National Association and Capital  One Services, Inc.                                                                                                                                                                                                                                                                                                                                                                                     |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 34.2    |   | Attestation Report of  Ernst & Young LLP on Assessment of Compliance with Servicing  Criteria relating to First Data Resources, Inc. and REMITCO, LLC.                                                                                                                                                                                                                                                                                                                                                                                                                     |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 34.3    |   | Attestation Report of  KPMG LLP on Assessment of Compliance with Servicing Criteria relating to The  Bank of New York.                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 35.1    |   | Servicer Compliance  Statement of Capital One Bank (USA), National Association.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 35.2    |   | Servicer Compliance  Statement of Capital One Services, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 35.3    |   | Servicer Compliance  Statement of Capital One, N.A.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |

 

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