Common use of Introductory Clause in Contracts

Introductory. Capital One Auto Receivables, LLC, a Delaware limited liability company (the “Seller”) and Capital One Auto Finance, Inc., a Texas corporation, (“COAF”), confirm their agreement with the Representatives and the other underwriters named in the applicable Terms Agreement (collectively, the “Underwriters”) as follows: The Seller proposes to sell to the Underwriters the notes of the classes designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”). The Notes are to be issued by Capital One Prime Auto Receivables Trust 2006-2, a Delaware statutory trust (the “Issuer”) under the Indenture (the “Indenture”), dated as of the Closing Date, between the Issuer and The Bank of New York, as indenture trustee (the “Indenture Trustee”). The Notes will be collateralized by the Trust Estate (as defined below). The assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing Date, by and among the Seller, the Issuer, COAF and the Indenture Trustee (the “Sale and Servicing Agreement”), (ii) the Receivable Files, (iii) the security interests in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement and the Limited Guaranty and (ix) all proceeds of the foregoing. The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF (the “Purchase Agreement”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. The terms of the Notes are set forth in the Registration Statement (as defined below) and the related Prospectus (as defined below), as supplemented by a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein or in the Terms Agreement (as defined below) shall have the meanings given such terms in Appendix A to the Sale and Servicing Agreement. The Seller has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (having the registration number 333-128722), including a form of prospectus, relating to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is hereinafter referred to as the “Prospectus.”

Introductory. Capital One Auto Receivables, LLCiStar Inc., a Delaware limited liability company Maryland corporation (the “SellerCompany”), confirms its agreement with ▇.▇. ▇▇▇▇▇▇ Securities LLC (“▇.▇. ▇▇▇▇▇▇”) and Capital One Auto Finance, Inc., a Texas corporation, (“COAF”), confirm their agreement with the Representatives and the other several underwriters named in the applicable Terms Agreement Schedule A hereto (collectively, the “Underwriters”) as follows: The Seller proposes to sell ), with respect to the Underwriters sale by the notes Company and the purchase by the Underwriters, acting severally and not jointly, of the classes designated respective principal amounts set forth in such Schedule A of $275,000,000 aggregate principal amount of the applicable Terms Agreement Company’s 6.50% Senior Notes due 2021 (the “Securities”). ▇.▇. ▇▇▇▇▇▇ has agreed to act as hereinafter definedthe representative of the several Underwriters (the “Representative”) in connection with the offering and sale of the Securities. The Securities will be issued pursuant to an indenture, dated as of February 5, 2001, between the Company and US Bank Trust National Association, as trustee (the “Trustee”) (the “NotesBase Indenture”). The Notes are , as amended by the Twenty-eighth Supplemental Indenture, to be issued by Capital One Prime Auto Receivables Trust 2006-2dated as of March 29, a Delaware statutory trust 2016 between the Company and the Trustee relating to the Securities (such supplemental indenture, together with the “Issuer”) under the Indenture (Base Indenture, the “Indenture”), dated as . The Securities will be issued only in book-entry form in the name of the Closing Date, between the Issuer and The Bank of New YorkCede & Co., as indenture trustee nominee of The Depository Trust Company (the “Indenture TrusteeDepositary”). The Notes will ) pursuant to a letter of representations, to be collateralized by dated on or before the Trust Estate Closing Date (as defined belowin Section 2 hereof), among the Company, the Trustee and the Depositary. The assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing This Agreement, dated as of the Closing Date, by and among the Seller, the Issuer, COAF Securities and the Indenture Trustee (are referred to herein as the “Sale and Servicing Agreement”), (ii) the Receivable Files, (iii) the security interests in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement and the Limited Guaranty and (ix) all proceeds of the foregoing. Transaction Documents.” The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF (the “Purchase Agreement”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. The terms of the Notes are set forth in the Registration Statement (as defined below) and the related Prospectus (as defined below), as supplemented by a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein or in the Terms Agreement (as defined below) shall have the meanings given such terms in Appendix A to the Sale and Servicing Agreement. The Seller Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-198576), which contains a base prospectus (the “Base Prospectus”), to be used in accordance connection with the provisions public offering and sale of debt securities, including the Securities, and other securities of the Company under the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Securities Act”), a shelf registration statement on Form S-3 (having and the registration number 333-128722), including a form of prospectus, relating offering thereof from time to time in accordance with Rule 415 under the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the CommissionSecurities Act. Such registration statement, as amended at including the time of effectivenessfinancial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act, including all material incorporated by reference therein and including all any required information (if any) deemed to be a part of the registration statement thereof at the time of effectiveness pursuant to Rule 430B under the Securities Act, is referred to in this Agreement as called the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is hereinafter referred to as the “Prospectus.”Registration

Introductory. Capital One Santander Drive Auto Receivables, Receivables LLC, a Delaware limited liability company (the “Seller” or “Depositor”) ), and Capital One Auto Finance, Santander Consumer USA Inc., a Texas corporation, an Illinois corporation (“COAFSC”), confirm their agreement with ▇▇▇▇▇ Fargo Securities, LLC (the Representatives and “Representative”), as representative of the other several underwriters named in the applicable Terms Agreement (collectively, the “Underwriters” and each, an “Underwriter”) listed in Section 2 of the Terms Exhibit attached hereto as Exhibit A (the “Terms Exhibit”) as follows: The Seller proposes to sell to the Underwriters the notes of the classes designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”). The Notes are to be issued by Capital One Prime Santander Drive Auto Receivables Trust 20062023-25, a Delaware statutory trust (the “Issuer”), will issue the notes specified in Section 1 of the Terms Exhibit (the “Issued Notes”) under pursuant to the Indenture Indenture, dated as of the Closing Date (as defined below) (the “Indenture”), dated as of the Closing Date, between the Issuer and The Bank of New YorkCitibank, N.A., as indenture trustee (the “Indenture Trustee”). The Seller proposes to sell to the Underwriters the Issued Notes will be collateralized by specified in Section 3 of the Trust Estate Terms Exhibit (as defined belowthe “Notes”). The assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing DateDate (the “Sale and Servicing Agreement”), by and among the Seller, the Issuer, COAF SC, as servicer, and the Indenture Trustee (Trustee, the “Sale Related Security relating thereto and Servicing Agreement”), (ii) the Receivable Files, (iii) the security interests in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables Collections thereon after the applicable Cut-Off Date, (vii) any other property securing the Receivablesall Receivable Files, (viiii) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts (other than the Certificate Distribution Account) established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein, other than as provided in Section 3.7 of the Sale and Servicing Agreement), (viiiv) the rights of the Seller, as buyer, under the Purchase Agreement, (viiiv) the rights of the Issuer under the Sale and Servicing Agreement and the Limited Guaranty Administration Agreement and (ixvi) all proceeds of the foregoing. The Issued Notes will be collateralized by the Trust Estate. The Receivables and related property will be conveyed to the Seller by COAF SC pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF Date (the “Purchase Agreement”) ), between the Seller and SC, and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. The terms of the Notes are set forth in the Registration Statement (as defined below) and the related Prospectus (as defined below), as supplemented by a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein or in the Terms Agreement (as defined below) Exhibit shall have the meanings given such terms in Appendix A to the Sale and Servicing Agreement. The Seller has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 SF-3 (having the registration number 333-128722261901), including a form of prospectus, relating to the Notesoffering of asset-backed notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof, or the Seller has prepared and filed (before the expiration of such three year period) with the Commission in accordance with the Act, a new shelf registration statement on Form SF-3 and such new registration statement includes unsold securities covered by the earlier registration statement, which such unsold securities may continue to be offered and sold until the earlier of the effective date of the new registration statement or 180 days after the third anniversary of the initial effective date of the prior registration statement, as permitted pursuant to paragraph (a)(5) of Rule 415 of the Act. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms this Underwriting Agreement, the most recent such amendment has shall have been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B 430D under the Act, is referred to in this Underwriting Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus Supplement”) to the final prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement theretoas amended and supplemented, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is hereinafter referred to as the “Prospectus.”

Introductory. Capital One Auto Receivables, LLC, a Delaware limited liability company Onyx Acceptance Financial Corporation (the “Seller”"Company") and Capital One Auto Finance, Inc., a Texas corporation, proposes to cause Onyx Acceptance Grantor Trust 1997-3 (“COAF”), confirm their agreement with the Representatives and the other underwriters named in the applicable Terms Agreement (collectively, the “Underwriters”"Trust") as follows: The Seller proposes to sell to the Underwriters the notes of the classes designated in the applicable Terms Agreement (as hereinafter defined) Merr▇▇▇ ▇▇▇ch, Pierce, Fenn▇▇ & ▇mit▇ ▇▇▇orporated (the “Notes”"Underwriter") ____% Auto Loan Pass-Through Certificates, Series 1997-3 (the "Certificates"). The Notes are to Certificates will be issued by Capital One Prime Auto Receivables Trust 2006-2pursuant to a Pooling and Servicing Agreement between the Company, a Delaware statutory trust as Seller, Onyx Acceptance Corporation as Servicer (the “Issuer”) under the Indenture "Servicer" or "Onyx"), Bankers Trust Company as Trustee (the “Indenture”"Trustee"), dated as of the Closing DateSeptember 1, between the Issuer and The Bank of New York, as indenture trustee 1997 (the “Indenture Trustee”"Pooling and Servicing Agreement"). The Notes will be collateralized by Pursuant to an insurance and reimbursement agreement (the Trust Estate "Insurance Agreement") among the Company, Onyx Acceptance Corporation, the Trustee and Capital Markets Assurance Corporation (as defined below"the Insurer"), the Insurer has issued its surety bond (the "Surety Bond") to the Trustee for the benefit of the Certificateholders guaranteeing timely payment of interest and principal on the Certificates. The assets of the Issuer (the “Trust Estate”) consist of all moneywill include, accountsamong other things, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) a pool (the Receivables acquired "Contract Pool") of fixed rate Rule of 78's and Simple Interest Method motor vehicle retail installment sales contracts (the "Contracts") secured by new and used automobiles and light- duty trucks (the "Financed Vehicles"), certain monies due or to become due thereunder on or after the Cutoff Date (as hereinafter defined), such Contracts to be sold to the Trust by the Issuer under Seller and serviced by the Sale and Servicing Agreement, dated as of the Closing Date, by and among the Seller, the Issuer, COAF and the Indenture Trustee (the “Sale and Servicing Agreement”)Servicer, (ii) the Receivable FilesSurety Bond, (iii) the security interests in the Financed Vehicles and all Certificates of Title in the rights to receive proceeds from claims on certain insurance policies covering the Financed VehiclesVehicles or the individual obligors under each related Contract and the right to proceeds under a blanket insurance policy, (iv) any proceeds from claims all amounts on any Insurance Policy and refunds deposit in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off DateCollection Account, (v) any other property securing the Receivablesright of the Company to cause Onyx to repurchase certain Contracts under certain circumstances, and (vi) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement and the Limited Guaranty and (ix) all proceeds of the foregoing. The Receivables and related property Certificates will be conveyed issued in an aggregate principal amount of $___________ which is equal to the Seller by COAF pursuant to the Purchase Agreement, dated sum of $___________ outstanding principal balance of Contracts as of the Closing DateSeptember 1, between the Seller and COAF 1997 (the “Purchase Agreement”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. The terms of the Notes are set forth in the Registration Statement (as defined below) and the related Prospectus (as defined below), as supplemented by a Prospectus Supplement (as defined below"Cut-Off Date"). Capitalized terms used herein but and not otherwise herein defined herein or in the Terms Agreement (as defined below) shall have the meanings given assigned to such terms in Appendix A to the Sale Pooling and Servicing Agreement. The Seller has prepared and filed Company hereby agrees with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933Underwriter, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (having the registration number 333-128722), including a form of prospectus, relating to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is hereinafter referred to as the “Prospectus.”follows:

Introductory. Calpine Capital One Auto ReceivablesTrust , LLCa statutory business trust formed under the laws of the State of Delaware (the "TRUST"), and Calpine Corporation, a Delaware limited liability company corporation, as sponsor of the Trust and as guarantor (the “Seller”"COMPANY"), propose, subject to the terms and conditions stated herein, that the Trust issue and sell % [Trust Preferred Securities] (the "FIRM SECURITIES") and Capital One Auto Financealso propose that the Trust issue and sell, Inc., a Texas corporation, (“COAF”), confirm their agreement with at the Representatives and the other underwriters named in the applicable Terms Agreement (collectively, the “Underwriters”) as follows: The Seller proposes to sell to option of the Underwriters the notes of the classes designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”). The Notes are to be issued by Capital One Prime Auto Receivables Trust 2006-2, a Delaware statutory trust (the “Issuer”) under the Indenture (the “Indenture”), dated as of the Closing Date, between the Issuer and The Bank of New York, as indenture trustee (the “Indenture Trustee”). The Notes will be collateralized by the Trust Estate (as defined below). The assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing Date, by and among the Seller, the Issuer, COAF and the Indenture Trustee (the “Sale and Servicing Agreement”), (ii) the Receivable Files, (iii) the security interests in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement and the Limited Guaranty and (ix) all proceeds of the foregoing. The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF (the “Purchase Agreement”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. The terms of the Notes are set forth in the Registration Statement (as defined below) and the related Prospectus (as defined below), as supplemented by a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein or in the Terms Agreement (as defined below) shall have the meanings given such terms in Appendix A to the Sale and Servicing Agreement. The Seller has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions an aggregate of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (having the registration number 333-128722), including a form of prospectus, relating to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior additional [Trust Preferred Securities] (the "OPTIONAL SECURITIES") as set forth below. The Firm Securities and the Optional Securities that the Underwriters may elect to purchase are herein collectively called the "OFFERED SECURITIES". The Offered Securities represent undivided beneficial interests in the assets of the Trust, guaranteed by the Company as to the date hereof. If any post-effective amendment has been filed with respect theretopayment of distributions, prior and as to payments on liquidation or redemption, to the execution extent set forth in a guarantee agreement (the "GUARANTEE") between the Company and delivery Wilmington Trust Company, as Trustee (the "GUARANTEE TRUSTEE"). The proceeds of the applicable Terms Agreement, the most recent such amendment has been declared effective sale by the Commission. Such registration statementTrust of the Offered Securities and its common securities in an aggregate liquidation amount equal to at least 3% of the total capital of the Trust (the "COMMON SECURITIES") are to be invested in the due , 20-- (the "DEBENTURES") of the Company, to be issued pursuant to an Indenture, dated , 200-, between the Company and Wilmington Trust Company, as amended at Trustee (the time "DEBENTURE TRUSTEE"). The Offered Securities will be exchangeable for Debentures, which are convertible into shares of effectivenesscommon stock, including all material incorporated by reference therein and including all information (if any) deemed to be part par value $0.001 per share, of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” Company ("COMPANY COMMON STOCK"). The Company proposes and the Trust understand that the Underwriters propose to file offer the Offered Securities for sale to the public as set forth in the Prospectus. The Company and the Trust hereby agree with the Commission pursuant to Rule 424(bseveral underwriters named in Schedule A hereto (the "UNDERWRITERS") under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is hereinafter referred to as the “Prospectus.”follows:

Introductory. Capital One Auto Receivables, LLCVerint Systems Inc., a Delaware limited liability company corporation (the “SellerCompany”), agrees with Deutsche Bank Securities Inc. (the “Representative”) and Capital One Auto Finance, Inc., a Texas corporation, (“COAF”), confirm their agreement with the Representatives and the other underwriters several Underwriters named in the applicable Terms Agreement Schedule A hereto (collectively, the “Underwriters”) as follows: The Seller proposes subject to the terms and conditions stated herein, to issue and sell to the several Underwriters, and the Underwriters agree to purchase from the notes Company, U.S.$350,000,000 principal amount of the classes designated Company’s 1.50% Senior Convertible Notes due 2021 (“Firm Securities”). In addition, the Company has granted to the Underwriters an option to purchase up to an additional $50,000,000 in the applicable Terms Agreement (as hereinafter defined) aggregate principal amount of its 1.50% Senior Convertible Notes due 2021 (the “NotesOptional Securities” and, together with the Firm Securities, the “Offered Securities”). The Notes are to Offered Securities will be issued under an indenture, dated as of June 18, 2014 as supplemented by Capital One Prime Auto Receivables Trust 2006-2a first supplemental indenture dated as of June 18, a Delaware statutory trust 2014 (the “Issuer”) under the Indenture (as so supplemented, the “Indenture”), dated as of the Closing Datein each case, between the Issuer Company and The Bank of New YorkWilmington Trust, National Association, as indenture trustee (the “Indenture Trustee”). The Notes will be collateralized by the Trust Estate (as defined below). The assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing Date, by and among the Seller, the Issuer, COAF and the Indenture Trustee (the “Sale and Servicing Agreement”), (ii) the Receivable Files, (iii) the security interests in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement and the Limited Guaranty and (ix) all proceeds of the foregoing. The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF (the “Purchase Agreement”) and will be conveyed convertible on the terms, and subject to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. The terms of the Notes are conditions, set forth in the Registration Statement (as defined below) and the related Prospectus (as defined below), as supplemented by a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein or in the Terms Agreement (as defined below) shall have the meanings given such terms in Appendix A to the Sale and Servicing AgreementIndenture. The Seller has prepared and filed with Offered Securities will be convertible into cash, shares of the Securities and Exchange Commission Company’s common stock, par value $0.001 per share (the “CommissionCommon Stock”) ), or a combination of cash and Conversion Shares at the option of the Company as set forth in accordance with the provisions Indenture. As used herein, “Conversion Shares” means the shares of Common Stock, if any, to be received by the holders of the Offered Securities upon conversion of the Offered Securities pursuant to the terms of the Indenture. The Offered Securities and the Conversion Shares, if any, issuable upon conversion thereof will be offered and sold to the Underwriters without being registered under the Securities Act of 1933, as amendedamended (the “Securities Act”), in reliance on exemptions therefrom. Concurrently with the issue and the rules and regulations sale of the Commission thereunder Offered Securities, the Company proposes to issue and sell up to 5,000,000 shares of its Common Stock, or 5,750,000 shares of its Common Stock if the underwriters under the related underwriting agreement exercise their greenshoe option (collectively, the “ActShares”). The Company intends to use the net proceeds of the Offered Securities and the Shares, among other things, to repay outstanding debt under its revolving credit facility and senior secured term loan (the “Paydown”). In connection with the offering of the Firm Securities, the Company is separately entering into convertible note hedge transactions and warrant transactions with one or more counterparties, which may include one or more of the Underwriters or their respective affiliates (each, a “Call Spread Counterparty”), in each case, pursuant to a shelf registration statement on Form S-3 convertible note hedge confirmation (having the registration number 333-128722each, a “Base Bond Hedge Confirmation”) and a warrant confirmation (each, a “Base Warrant Confirmation”), including a form respectively, each dated the date hereof (the Base Bond Hedge Confirmations and the Base Warrant Confirmations, collectively, the “Base Call Spread Confirmations”), and in connection with the issuance of prospectusany Optional Securities, relating the Company and each Call Spread Counterparty may enter into an additional convertible note hedge transaction and an additional warrant transaction pursuant to an additional convertible note hedge confirmation (each, an “Additional Bond Hedge Confirmation”) and an additional warrant confirmation (each, an “Additional Warrant Confirmation”), respectively, each to be dated the date on which the option granted to the NotesUnderwriters pursuant to Section 3 to purchase such Optional Securities is exercised (the Additional Bond Hedge Confirmations and the Additional Warrant Confirmations, collectively, the “Additional Call Spread Confirmations” and, together with the Base Call Spread Confirmations, the “Call Spread Confirmations”). In connection with the offering of the Firm Securities, the Company also intends to amend its credit facility by increasing the commitment under the revolving loan (the “Credit Facility Amendment”). The registration statement issuance and sale of the Offered Securities and the Shares, the convertible note hedge transactions and warrant transactions described in the immediately preceding paragraph, the Paydown and the Credit Facility Amendment are collectively referred to herein as amended has been declared effective by the Commission not more than three years prior “Concurrent Transactions.” The Company hereby confirms its engagement of ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. as, and ▇▇▇▇▇▇▇, Sachs & Co. hereby confirms its agreement with the Company to render services as, a “qualified independent underwriter” within the meaning of Rule 5121 of the Financial Industry Regulatory Authority (“FINRA”) with respect to the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution offering and delivery sale of the applicable Terms AgreementOffered Securities. ▇▇▇▇▇▇▇, the most recent such amendment has been declared effective by the Commission. Such registration statement▇▇▇▇▇ & Co., in its capacity as amended at the time of effectiveness, including all material incorporated by reference therein qualified independent underwriter and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Actnot otherwise, is referred to in this Agreement herein as the “Registration Statement.” QIU”. The Company proposes to file hereby agrees with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to several Underwriters as the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is hereinafter referred to as the “Prospectus.”follows:

Introductory. Capital One Auto Receivables, LLC▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Holdings Corp., a Delaware limited liability company corporation (the “SellerCompany”) and Capital One Auto Finance, Inc., a Texas corporation, each other entity listed on Annex I hereto (the “COAFCo-Issuers”), confirm their agreement agrees with the Representatives and the other underwriters several initial purchasers named in the applicable Terms Agreement Schedule A hereto (collectively, the “UnderwritersPurchasers”) as follows: The Seller proposes subject to the terms and conditions stated herein, to issue and sell to the Underwriters the notes several Purchasers $235,000,000 principal amount of the classes designated in the applicable Terms Agreement (as hereinafter defined) its 9.750% Senior Secured Notes due 2018 (the “NotesOffered Securities”). The Notes are ) to be issued by Capital One Prime Auto Receivables Trust 2006-2under an indenture, a Delaware statutory trust (to be dated as of the “Issuer”) under the Indenture Closing Date (the “Indenture”), dated among the Company, the Co-Issuers, the Guarantors (as of defined below) and ▇▇▇▇▇ Fargo Bank, National Association, as Trustee. The Offered Securities will be issued, jointly and severally, by the Closing Date, between the Company and each Co-Issuer and The Bank of New Yorkguaranteed, as indenture trustee jointly and severally and fully and unconditionally, by each Guarantor listed on Annex II hereto (the “Indenture TrusteeGuarantors” and such guarantees, the “Guarantees”). The Notes will be collateralized by Capitalized terms that are not defined herein shall have the Trust Estate meanings set forth in the General Disclosure Package (as defined below). The assets On May 10, 2012, the Company and certain subsidiaries of the Issuer Company entered into an Amendment Agreement relating to the Company's existing credit agreement (the “Trust EstateAmendment Agreement”) consist of all moneyon the terms described in the General Disclosure Package, accountsamong the Company, chattel paperthe Guarantors, general intangibles, goods, instruments, investment property and certain other property subsidiaries of the IssuerCompany party thereto, including without limitation Credit Suisse, as administrative agent and collateral agent (in its capacity as collateral agent, the “Credit Agreement Collateral Agent”), and the other parties thereto. The Amendment Agreement includes amendments to such credit agreement that are expected to become effective substantially concurrently with the issue and sale of the Offered Securities as described in the General Disclosure Package (such credit agreement as so amended, the “Amended Credit Agreement”). The net proceeds from the sale of the Offered Securities will be used to repay portions of the term loan under the Company's credit facility, as described in the Pricing Circular and the Offering Circular (each as defined below) and to pay related transaction fees and expenses. The Company, the Co-Issuers and the Guarantors have agreed to secure their obligations under the Offered Securities and the Guarantees by granting liens on substantially all of their assets other than certain excluded assets described in the General Disclosure Package (the “Collateral”), pursuant to (i) the Receivables acquired by the Issuer under the Sale a pledge and Servicing Agreementsecurity agreement, dated as of the Closing Date, by and among the Seller, the Issuer, COAF and the Indenture Trustee Date (the “Sale and Servicing Security Agreement”), that will be entered into among the Company, the Guarantors and the Collateral Trustee, (ii) those certain patent, copyright and trademark security agreements, each dated as of the Receivable FilesClosing Date (the “IP Security Agreements”), each of which will be entered into among the Company, certain of the Guarantors and the Collateral Trustee, and (iii) the security interests in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement and the Limited Guaranty and (ix) all proceeds of the foregoing. The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreementthat certain collateral trust agreement, dated as of the Closing Date, between the Seller and COAF Date (the “Purchase Collateral Trust Agreement”) and ), that will be conveyed to entered into among the Issuer by Company, the Seller pursuant to the Sale and Servicing Agreement. The terms of the Notes are set forth in the Registration Statement (as defined below) Collateral Trustee and the related Prospectus (as defined below), as supplemented by a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein or in the Terms Credit Agreement (as defined below) shall have the meanings given such terms in Appendix A to the Sale and Servicing Agreement. The Seller has prepared and filed with the Securities and Exchange Commission Collateral Agent (the “Commission”) in accordance with the provisions of the Securities Act of 1933foregoing, as amended, and the rules and regulations of the Commission thereunder (collectively, the “ActCollateral Documents”), a shelf registration statement on Form S-3 (having the registration number 333-128722), including a form of prospectus, relating to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms This Agreement, the most recent such amendment has been declared effective by Offered Securities, the Commission. Such registration statementGuarantees, as amended at the time of effectiveness, including all material incorporated by reference therein Indenture and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is Collateral Documents are hereinafter referred to in this Agreement collectively as the “Registration Statement.Operative Documents” The Company proposes to file with and the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter transactions contemplated hereby and thereby are collectively referred to herein as the “Prospectus Supplement”) to Transactions.” Each of the prospectus included in Company, the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in Co-Issuers and the form it appears in the Registration Statement or in the form most recently revised and filed Guarantors hereby agrees with the Commission pursuant to Rule 424(b) is hereinafter referred to several Purchasers as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is hereinafter referred to as the “Prospectus.”follows:

Introductory. Capital One Auto Receivables, LLCRegal Cinemas Corporation, a Delaware limited liability company corporation (the “Seller”) and Capital One Auto Finance, Inc., a Texas corporation, (“COAFCompany”), confirm their agreement agrees with the Representatives and the other underwriters several initial purchasers named in the applicable Terms Agreement Schedule A hereto (collectively, the “UnderwritersPurchasers”) ), for whom Credit Suisse is acting as follows: The Seller proposes representative, subject to the terms and conditions stated herein, to issue and sell to the Underwriters the notes several Purchasers $400,000,000 principal amount of the classes designated in the applicable Terms Agreement its 8.625% Senior Notes due 2019 (as hereinafter defined) (the “NotesOffered Securities”). The Notes are , to be issued by Capital One Prime Auto Receivables Trust 2006-2under an indenture dated as of July 15, a Delaware statutory trust (the “Issuer”) under the Indenture 2009 (the “Indenture”), among the Company, the guarantors named therein (the “Guarantors” and each a “Guarantor”) and U.S. Bank National Association, as Trustee on a private placement basis pursuant to an exemption under Section 4(2) of the United States Securities Act of 1933 (the “Securities Act”). The Offered Securities will be fully and unconditionally, jointly and severally, guaranteed by each of the Guarantors (such guarantees, the “Guarantees”). Holders (including subsequent transferees) of the Offered Securities will have the registration rights set forth in the registration rights agreement, to be dated as of the Closing Date, between among the Issuer Company, the Guarantors and The Bank of New York, as indenture trustee the Purchasers (the “Indenture TrusteeRegistration Rights Agreement”). The Notes will be collateralized by Pursuant to the Trust Estate (as defined below). The assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Registration Rights Agreement, dated as of the Closing Date, by and among the Seller, the Issuer, COAF Company and the Indenture Trustee (the “Sale and Servicing Agreement”), (ii) the Receivable Files, (iii) the security interests in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating Guarantors will agree to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement and the Limited Guaranty and (ix) all proceeds of the foregoing. The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF (the “Purchase Agreement”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. The terms of the Notes are set forth in the Registration Statement (as defined below) and the related Prospectus (as defined below), as supplemented by a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein or in the Terms Agreement (as defined below) shall have the meanings given such terms in Appendix A to the Sale and Servicing Agreement. The Seller has prepared and filed file with the Securities and Exchange Commission (the “Commission”) in accordance with under the provisions of circumstances set forth therein, (i) a registration statement under the Securities Act of 19331933 (the “Securities Act” and, as amendedsuch registration statement, the “Exchange Offer Registration Statement”) relating to the Company’s 8.625% Senior Notes due 2019, Series B, and the rules Guarantees endorsed thereon, to be issued under the Indenture and regulations of identical in all material respects to the Commission thereunder Offered Securities and the Guarantees endorsed thereon but registered under the Securities Act (collectivelythe “Exchange Securities” and, together with the Offered Securities and the Guarantees, the “ActSecurities”), a shelf registration statement on Form S-3 (having the registration number 333-128722), including a form of prospectus, relating to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of offered in exchange for the registration statement at Offered Securities and the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement Guarantees endorsed thereon (such supplement, together with any amendment thereof or supplement thereto, is hereinafter offer to exchange being referred to as the “Prospectus SupplementExchange Offer”), and (ii) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission a shelf registration statement pursuant to Rule 424(b) is hereinafter referred to as 415 under the Securities Act (the “Basic Prospectus”) relating to the Notes Shelf Registration Statement” and the method Exchange Offer Registration Statement, each a “Registration Statement”). Each of distribution thereof. The Basic Prospectus the Company and each of the Prospectus Supplement is hereinafter referred to Guarantors hereby agrees with the several Purchasers as the “Prospectus.”follows:

Introductory. State Street Capital One Auto Receivables, LLCTrust III, a statutory trust created under the laws of the State of Delaware limited liability company (the “Seller”) and Capital One Auto Finance, Inc., a Texas corporation, (“COAFTrust”), confirm their agreement with proposes, subject to the Representatives terms and the other underwriters named in the applicable Terms Agreement (collectivelyconditions stated herein, the “Underwriters”) as follows: The Seller proposes to sell to the Underwriters the notes of the classes designated in the applicable Terms Agreement (as hereinafter defined) ▇▇▇▇▇▇▇, Sachs & Co. (the “Notes”). The Notes are to be issued by Capital One Prime Auto Receivables Trust 2006-2, a Delaware statutory trust (the “IssuerUnderwriter”) under the Indenture (the “Indenture”), dated as $500,100,000 in principal amount of the Closing Date, between the Issuer and The Bank of New York, as indenture trustee (the “Indenture Trustee”). The Notes will be collateralized by the Trust Estate (as defined below). The assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing Date, by and among the Seller, the Issuer, COAF and the Indenture Trustee (the “Sale and Servicing Agreement”), (ii) the Receivable Files, (iii) the security interests in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement and the Limited Guaranty and (ix) all proceeds of the foregoing. The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF (the “Purchase Agreement”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. The terms of the Notes are set forth in the Registration Statement Company’s (as defined below) 4.956% Junior Subordinated Debentures due 2018 (the “Securities”) in connection with the Remarketing thereof. The Securities were originally issued pursuant to an indenture, dated as of December 15, 1996, between State Street Corporation, a Massachusetts corporation (the “Company”) and U.S. Bank National Association, as trustee (“U.S. Bank” and, in such capacity, the “Trustee”) (as successor in interest to various predecessor trustees) (the “Base Indenture”), as supplemented by the Third Supplemental Indenture, dated as of January 25, 2008, between the Company and the related Prospectus Trustee (the “Supplemental Indenture” and, together with the Base Indenture and, following the execution thereof, the Supplemental Indenture Amendment (as defined below), as supplemented by a Prospectus Supplement the “Indenture”). The Trust purchased the Securities with the proceeds of the sale of the Trust’s 8.250% Fixed-to-Floating Rate Normal Automatic Preferred Enhanced Capital Securities, liquidation amount $1,000 per security (the “Normal APEX”) and the Trust’s Common Securities, $100,000 aggregate liquidation amount (the “Trust Common Securities”). The Trust, acting through the Property Trustee (as defined below), has also entered into (i) a Stock Purchase Contract Agreement, dated as of January 25, 2008, with the Company (the “Stock Purchase Contract Agreement”), pursuant to which the Company has issued to the Trust 5,001 Stock Purchase Contracts (each, a “Stock Purchase Contract”), each having a stated amount of $100,000 and obligating the Trust to purchase from the Company, and the Company to sell to the Trust, subject to the terms thereof, one share of the Company’s Non-Cumulative Perpetual Preferred Stock, Series A, $100,000 liquidation preference and no par value per share (the “Preferred Stock”), on the Stock Purchase Date provided for (and as defined) in the Stock Purchase Contract Agreement, and (ii) a Collateral Agreement, dated as of January 25, 2008 (the “Collateral Agreement”), among itself, the Company and U.S. Bank, as collateral agent (in such capacity, the “Collateral Agent”), custodial agent (in such capacity, the “Custodial Agent”), securities intermediary (in such capacity, the “Securities Intermediary”) and securities registrar (in such capacity, the “Securities Registrar”), under which the Trust has pledged the Securities to secure its obligation to purchase Preferred Stock under the Stock Purchase Contracts. In connection with the Trust’s obligation to purchase the Company’s Preferred Stock, the Securities must be remarketed as specified in the Supplemental Indenture, the Collateral Agreement and the Amended and Restated Trust Agreement, dated as of January 25, 2008 (the “Trust Agreement” and, together with the Supplemental Indenture and the Collateral Agreement, the “Remarketing Transaction Agreements”), among the Company, U.S. Bank (in such capacity, the “Property Trustee”) and U.S. Bank National Trust Association, as Delaware Trustee. The Company and the Trust have entered into a Remarketing Agreement, dated as of February 1, 2011 (the “Remarketing Agreement”), among themselves and ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. (in such capacity, the “Remarketing Agent”), pursuant to which the Remarketing Agent is conducting the Remarketing of the Securities in accordance with the Remarketing Transaction Agreements. Upon completion of a Successful Remarketing, the terms of the Securities will be modified as set forth in notices from the Company to U.S. Bank, in its respective capacities as the Collateral Agent, the Custodial Agent, the Property Trustee (on behalf of the Trust) and the Trustee (the “Notices”), issued in January 2011 pursuant to Section 4.2 of the Supplemental Indenture and Section 5.18 of the Trust Agreement. In connection with the Remarketing, the Company will execute an amendment to the Supplemental Indenture (the “Supplemental Indenture Amendment”) to reflect any modifications to the terms of the Securities pursuant to the Remarketing and to issue a new global note in a form reflecting such modifications. Capitalized terms used herein but and not defined herein or in the Terms this Agreement (as defined below) shall have the meanings given such terms set forth in Appendix A to the Sale and Servicing Agreement. The Seller has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectivelyIndenture, the “Act”), a shelf registration statement on Form S-3 (having the registration number 333-128722), including a form of prospectus, relating to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Trust Agreement, the most recent such amendment has been declared effective by Stock Purchase Contract Agreement or the Commission. Such registration statementCollateral Agreement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statementapplicable.” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is hereinafter referred to as the “Prospectus.”

Introductory. Capital One Auto Receivables, LLCStructured Mortgage Trust 1997-1, a Delaware limited liability company business trust (the “Seller”) and Capital One Auto Finance, Inc., a Texas corporation, (“COAF”"Issuer"), confirm their agreement with proposes, subject to the Representatives terms and the other underwriters named in the applicable Terms Agreement (collectivelyconditions stated herein, the “Underwriters”) as follows: The Seller proposes to sell to Bear, Stearns & Co. Inc., as in▇▇▇▇▇ purchaser (the Underwriters "Initial Purchaser"), approximately $199,893,850 aggregate principal amount of Collateralized Notes (the notes of "Notes") in the classes designated in the applicable Terms Agreement listed on Annex I attached hereto (as hereinafter defined) (the “Notes”). The Notes are to be issued by Capital One Prime Auto Receivables Trust 2006-2, each a Delaware statutory trust (the “Issuer”) under the Indenture (the “Indenture”), dated as of the Closing Date, between the Issuer and The Bank of New York, as indenture trustee (the “Indenture Trustee”"Class"). The Notes will be collateralized issued pursuant to an Indenture to be dated as of March 27, 1997 (the "Indenture") by and between the Issuer and State Street Bank and Trust Company, a Massachusetts banking corporation, as Trustee (the "Trustee"). The Notes will be secured by and interest and principal of the Notes will be paid out of the cash flow (commencing with the March 1997 payments) from certain subordinated mortgage-backed securities as set forth on Exhibit A attached hereto (the "Collateral"). The Collateral will be transferred from Asset Investors Corporation, a Maryland corporation (the "Company"), to Asset Investors Secured Financing Corporation, a Delaware corporation organized by the Company as a special purpose entity (the "SPE"), pursuant to a Pooled Certificate Transfer Agreement to be dated as of March 26, 1997 (the "AIC/SPE Transfer Agreement") and from the SPE to the Issuer pursuant to the Trust Estate Agreement referred to below and subsequently, pursuant to the Indenture, pledged by the Issuer to the Trustee to hold on behalf of the holders of the Notes, as described in the Memoranda (as defined below). The assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing Date, by and among the Seller, the Issuer, COAF and the Indenture Trustee (the “Sale and Servicing Agreement”), (ii) the Receivable Files, (iii) the security interests in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts has been established pursuant to the Indenture or Sale and Servicing Trust Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (viithe "Trust Agreement") the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement and the Limited Guaranty and (ix) all proceeds of the foregoing. The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreement, dated as of March 26, 1997 among the Closing DateCompany, between the Seller SPE and COAF Wilmington Trust Company, as owner trustee (the “Purchase Agreement”) "Owner Trustee"). In connection with the sale of the Notes, the Company and will be conveyed to the Issuer by are preparing, in consultation with the Seller pursuant to Initial Purchaser, upon execution of this Agreement, a confidential offering memorandum (the Sale and Servicing Agreement. The terms of the Notes are set forth in the Registration Statement (as defined below) and the related Prospectus (as defined below"Memorandum"), describing, among other things, the Notes. Such Memorandum, including any revisions, amendments or supplements thereto and any accompanying exhibits, are herein referred to as supplemented by a Prospectus Supplement (as defined below). the "Memoranda." Capitalized terms used herein but and not otherwise defined herein or in the Terms Agreement (as defined below) shall have the meanings given such terms in Appendix A to the Sale and Servicing Agreement. The Seller has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (having the registration number 333-128722), including a form of prospectus, relating to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus Supplement”) to the prospectus included them in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is hereinafter referred to as the “ProspectusIndenture.”

Introductory. Capital One Auto ReceivablesThe Circuit City Credit Card Master Trust (the "Trust"), LLC------------ issues, from time to time, asset backed securities (the "Certificates") in one or more series (each, a Delaware limited liability company "Series"). Each Certificate evidences a fractional, undivided percentage interest in the Trust. The property of the Trust includes receivables (the “Seller”"Receivables") and Capital One Auto Finance, Inc., generated from time to time in a Texas corporation, portfolio of credit card accounts (“COAF”the "Accounts"), confirm their agreement with the Representatives collections thereon and the other underwriters named in the applicable Terms Agreement certain related property (collectively, the “Underwriters”"Trust Property") as follows: The Seller proposes to sell conveyed to the Underwriters Trust by Tyler International Funding, Inc. ("Tyler Funding" or the notes of the classes designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”"Transferor"). The Notes are Certificates to which this agreement applies will be issued by Capital One Prime Auto Receivables Trust 2006-2, a Delaware statutory trust (pursuant to the “Issuer”) under the Indenture (the “Indenture”), dated as of the Closing Date, between the Issuer Amended and The Bank of New York, as indenture trustee (the “Indenture Trustee”). The Notes will be collateralized by the Trust Estate (as defined below). The assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale Restated Master Pooling and Servicing Agreement, dated as of the Closing DateDecember 31, by and among the Seller2001 (as amended, supplemented or otherwise modified from time to time, the Issuer, COAF and the Indenture Trustee (the “Sale "Pooling and Servicing Agreement”"), among the Transferor, First North American National Bank (ii) "FNANB"), as transferor under the Receivable Files, Prior Agreement (iii) the security interests as defined in the Financed Vehicles Pooling and all Certificates of Title Servicing Agreement) and as servicer (the "Servicer"), and Bankers Trust Company, as trustee (the "Trustee"), as supplemented by the supplement relating to each Series (each, a "Supplement"). To the extent not defined herein, capitalized terms used herein shall have the meanings specified in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale Pooling and Servicing Agreement and the Limited Guaranty and (ix) all proceeds applicable Supplement. Each offering of the foregoing. The Receivables and related property will be conveyed Certificates to the Seller by COAF which this Agreement applies made pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF (the “Purchase Agreement”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. The terms of the Notes are set forth in the Registration Statement (as defined belowherein defined) will be made through you or through you and other underwriters for whom you are acting as representative or through an underwriting syndicate managed by you. Whenever the Transferor determines to make such an offering of Certificates to which this Agreement shall apply, it will enter into an agreement (the "Terms Agreement") providing for the sale of such Certificates to, and the related Prospectus purchase and offering thereof by, (i) you, (ii) you and such other underwriters (such other underwriters to be approved by the Transferor, which approval shall not be unreasonably withheld) who execute the Terms Agreement and agree thereby to become obligated to purchase Certificates from the Transferor or (iii) you and such other underwriters, if any, selected by you (such other underwriters to be approved by the Transferor, which approval shall not be unreasonably withheld) as defined belowhave authorized you to enter into such Terms Agreement on their behalf (in each case, the "Underwriters"). (It is understood that the Transferor shall not be obligated to sell any particular Series or Class of Certificates offered pursuant to the Registration Statement to you or you and other Underwriters.) Execution of a Terms Agreement by the Transferor shall be conclusive evidence of the Transferor's approval of all Underwriters named therein. Such Terms Agreement shall specify the initial principal amount of Certificates of each Series and Class of the Certificates to be issued and their terms not otherwise specified in this Agreement, the price at which such Certificates are to be purchased by the Underwriters from the Transferor, the aggregate amount of Certificates to be purchased by you and any other Underwriter that is a party to such Terms Agreement and the initial public offering price or the method by which the price at which such Certificates are to be sold will be determined. The Terms Agreement, which shall be substantially in the form of Exhibit A --------- hereto, may take the form of an exchange of any standard form of written communication between or among the Underwriters and the Transferor. Each such offering of the certificates for which a Terms Agreement is entered into will be governed by this Agreement, as supplemented by a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein or in the Terms Agreement (as defined below) shall have the meanings given such terms in Appendix A to the Sale and Servicing Agreement. The Seller has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (having the registration number 333-128722), including a form of prospectus, relating to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (and such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus Supplement”) Terms Agreement shall inure to the prospectus included benefit of and be binding upon the Underwriters participating in the Registration Statement (offering of such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is hereinafter referred to as the “ProspectusCertificates.”

Introductory. Capital One Auto Receivables, LLCKEMET Corporation, a Delaware limited liability company corporation (the “Seller”) and Capital One Auto Finance, Inc., a Texas corporation, (“COAFCompany”), confirm their agreement with proposes, subject to the Representatives terms and the other underwriters named in the applicable Terms Agreement (collectivelyconditions stated herein, the “Underwriters”) as follows: The Seller proposes to issue and sell to the Underwriters the notes of the classes designated several initial purchasers named in the applicable Terms Agreement (as hereinafter defined) Schedule A hereto (the “NotesPurchasers”). The ) U.S.$160,000,000 principal amount of its 2.25% Convertible Notes Due 2026 (“Firm Securities”) and, at the election of the Purchasers, an aggregate of up to an additional U.S.$15,000,000 principal amount (“Optional Securities”) of its 2.25% Convertible Notes Due 2026 (the Firm Securities and the Optional Securities which the Purchasers may elect to purchase pursuant to Section 3 hereof are herein collectively called the “Offered Securities”) each to be issued by Capital One Prime Auto Receivables Trust 2006-2under an indenture dated as of November 1, a Delaware statutory trust (the “Issuer”) under the Indenture 2006 (the “Indenture”), between the Company and Wilmington Trust Company, as Trustee on a private placement basis pursuant to an exemption under Section 4(2) of the United States Securities Act of 1933 (the “Securities Act”), and hereby agrees with the several Purchasers as follows: The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement dated as of November 1, 2006, among the Closing Date, between Company and the Issuer and The Bank of New York, as indenture trustee Purchasers (the “Indenture Trustee”). The Notes will be collateralized by the Trust Estate (as defined below). The assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing Date, by and among the Seller, the Issuer, COAF and the Indenture Trustee (the “Sale and Servicing Registration Rights Agreement”), (ii) the Receivable Files, (iii) the security interests in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to which the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time Company agrees to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement and the Limited Guaranty and (ix) all proceeds of the foregoing. The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF (the “Purchase Agreement”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. The terms of the Notes are set forth in the Registration Statement (as defined below) and the related Prospectus (as defined below), as supplemented by file a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein or in the Terms Agreement (as defined below) shall have the meanings given such terms in Appendix A to the Sale and Servicing Agreement. The Seller has prepared and filed registration statement with the Securities and Exchange Commission (the “Commission”) in accordance with registering the provisions resale of the Offered Securities Act of 1933and the Underlying Shares, as amendedhereinafter defined, and under the rules and regulations Securities Act. The Offered Securities will be convertible, at the option of the Commission thereunder holders, into shares of the Company’s common stock, par value $0.01 per share (collectively, the “ActCommon Stock”), at a shelf registration statement on Form S-3 conversion price of $9.70 per share. The Company has acquired the Tantalum Capacitor Business (having the registration number 333-128722“Acquired Business”) of EPCOS AG (“EPCOS”) pursuant to an Asset and Share Purchase Agreement dated as of December 12, 2005 (the “Asset Purchase Agreement”), including a form among EPCOS AG, KEMET Electronics GmbH, KEMET Electronics S.A. and the Company (the “Acquisition”). The Company intends to use the proceeds of prospectusthe Offered Securities (a) for general corporate purposes of the Company, relating (b) to repurchase up to $25,000,000 of shares of Common Stock (the “Stock Repurchase”) and (c) to fund future acquisitions, if any. References in this Agreement to the Notes. The registration statement as amended has been declared effective by subsidiaries of the Commission not more than three years prior to Company shall include all direct and indirect subsidiaries of the Company on the date hereofof this Agreement. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms As used in this Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is hereinafter referred to as the “Prospectus.”term

Introductory. Capital One Santander Drive Auto Receivables, Receivables LLC, a Delaware limited liability company (the “Seller” or “Depositor”) ), and Capital One Auto Finance, Santander Consumer USA Inc., a Texas corporation, an Illinois corporation (“COAFSC”), confirm their agreement with ▇▇▇▇▇ Fargo Securities, LLC (the Representatives and “Representative”), as representative of the other several underwriters named in the applicable Terms Agreement (collectively, the “Underwriters” and each, an “Underwriter”) listed in Section 2 of the Terms Exhibit attached hereto as Exhibit A (the “Terms Exhibit”) as follows: The Seller proposes to sell to the Underwriters the notes of the classes designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”). The Notes are to be issued by Capital One Prime Santander Drive Auto Receivables Trust 20062023-21, a Delaware statutory trust (the “Issuer”), will issue the notes specified in Section 1 of the Terms Exhibit (the “Issued Notes”) under pursuant to the Indenture Indenture, dated as of the Closing Date (as defined below) (the “Indenture”), dated as of the Closing Date, between the Issuer and The Bank of New YorkCitibank, N.A., as indenture trustee (the “Indenture Trustee”). The Seller proposes to sell to the Underwriters the Issued Notes will be collateralized by specified in Section 3 of the Trust Estate Terms Exhibit (as defined belowthe “Notes”). The assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing DateDate (the “Sale and Servicing Agreement”), by and among the Seller, the Issuer, COAF SC, as servicer, and the Indenture Trustee (Trustee, the “Sale Related Security relating thereto and Servicing Agreement”), (ii) the Receivable Files, (iii) the security interests in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables Collections thereon after the applicable Cut-Off Date, (vii) any other property securing the Receivablesall Receivable Files, (viiii) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts (other than the Certificate Distribution Account) established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein, other than as provided in Section 3.7 of the Sale and Servicing Agreement), (viiiv) the rights of the Seller, as buyer, under the Purchase Agreement, (viiiv) the rights of the Issuer under the Sale and Servicing Agreement and the Limited Guaranty Administration Agreement and (ixvi) all proceeds of the foregoing. The Issued Notes will be collateralized by the Trust Estate. The Receivables and related property will be conveyed to the Seller by COAF SC pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF Date (the “Purchase Agreement”) ), between the Seller and SC, and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. The terms of the Notes are set forth in the Registration Statement (as defined below) and the related Prospectus (as defined below), as supplemented by a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein or in the Terms Agreement (as defined below) Exhibit shall have the meanings given such terms in Appendix A to the Sale and Servicing Agreement. The Seller has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 SF-3 (having the registration number 333-128722261901), including a form of prospectus, relating to the Notesoffering of asset-backed notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof, or the Seller has prepared and filed (before the expiration of such three year period) with the Commission in accordance with the Act, a new shelf registration statement on Form SF-3 and such new registration statement includes unsold securities covered by the earlier registration statement, which such unsold securities may continue to be offered and sold until the earlier of the effective date of the new registration statement or 180 days after the third anniversary of the initial effective date of the prior registration statement, as permitted pursuant to paragraph (a)(5) of Rule 415 of the Act. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms this Underwriting Agreement, the most recent such amendment has shall have been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B 430D under the Act, is referred to in this Underwriting Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus Supplement”) to the final prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement theretoas amended and supplemented, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus Prior to the date and time of the Prospectus Supplement is hereinafter referred to first Contract of Sale (as defined in Section 4(j) hereof) for the Notes (the “Time of Sale”), the Seller had prepared (i) Issuer Free Writing Prospectus(es) (as defined in Section 16(a)(iii) hereof) issued at or prior to the Time of Sale and (ii) the Preliminary Prospectus.”, dated January 11, 2023 (subject to completion). As used herein,

Introductory. Capital One Auto ReceivablesIndyMac ABS, LLCInc., a Delaware limited liability company corporation (the “Depositor”) and a wholly-owned bankruptcy-remote subsidiary of IndyMac Bank, F.S.B. (the “Seller”) and Capital One Auto Finance, Inc., a Texas corporation, (“COAF”), confirm their agreement with the Representatives and the other underwriters named in the applicable Terms Agreement proposes to cause IndyMac Residential Asset-Backed Trust, Series 2004-LH1 (collectively, the “UnderwritersTrust”) as follows: The Seller proposes to issue and sell to the Underwriters the notes approximately $500,000,000 principal amount of the classes designated in the applicable Terms Agreement (as hereinafter defined) its Class A Notes, Series 2004-LH1 (the “Notes”) to the Underwriters named in Schedule I attached hereto pursuant to this underwriting agreement (the “Agreement”). The assets of the Trust include, among other things, a pool of adjustable rate home equity line of credit loans made or to be made in the future under certain home equity revolving credit line loan agreements (the “HELOCs”) and residential lot loans (the “Lot Loans”) secured by first or junior lien deeds of trust or mortgages on properties that are primarily one- to four-family residential properties to be delivered on the Closing Date (as defined below) (the “Mortgage Loans”) and all monies due under the HELOCs after the close of business on November 30, 2004 and all monies due under the Lot Loans after December 1, 2004 (each such date, the “Cut-off Date”) (exclusive of payments in respect of accrued interest due on or prior to the Cut-off Date) and property that secured a Mortgage Loan which has been acquired by foreclosure or deed in lieu of foreclosure. In addition, the Notes are will have the benefit of an irrevocable and unconditional note guaranty insurance policy (the “Policy”) to be issued by Capital One Prime Auto Receivables Trust 2006-2, a Delaware statutory trust Ambac Assurance Corporation (the “IssuerInsurer”) under the Indenture (the “Indenture”)pursuant to an Insurance and Indemnity Agreement, dated as of December 22, 2004 (the Closing Date“Insurance Agreement”) among the Insurer, between the Issuer Depositor, the Seller, the Trust and The Deutsche Bank of New York, National Trust Company as indenture trustee (the “Indenture Trustee”). The Notes Trust will be collateralized by the formed pursuant to a Trust Estate (Agreement, dated as defined below). The assets of the Issuer December 14, 2004 (the “Trust EstateAgreement” and as amended and restated on December 22, 2004, the “Amended and Restated Trust Agreement”), among the Seller, the Depositor and Wilmington Trust Company (the “Owner Trustee”) consist and the Notes will be issued pursuant to an Indenture (the “Indenture”), dated as of all moneyDecember 22, accounts2004, chattel paperbetween the Trust, general intangibles, goods, instruments, investment property as issuer (the “Issuer”) and the Indenture Trustee. The Mortgage Loans and certain other property assets of the Issuer, including without limitation (i) the Receivables acquired Trust will be sold by the Issuer under Seller to the Depositor pursuant to a separate Mortgage Loan Purchase Agreement, dated as of December 1, 2004 (the “Purchase Agreement”) between the Depositor and the Seller, and by the Depositor to the Trust pursuant to the Sale and Servicing Agreement, dated as of the Closing DateDecember 1, by and among the Seller, the Issuer, COAF and the Indenture Trustee 2004 (the “Sale and Servicing Agreement”), among the Issuer, the Seller, the Depositor, IndyMac Bank, F.S.B. as servicer (iithe “Servicer”) and the Receivable Files, (iii) the security interests in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights of the Issuer to the funds on deposit from time to time in the Indenture Trustee. The Trust Accounts and any other account or accounts established will be administered pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement and the Limited Guaranty and (ix) all proceeds of the foregoing. The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreementadministration agreement, dated as of the Closing DateDecember 22, between the Seller and COAF 2004 (the “Purchase Administration Agreement”) ), among the Trust, the Servicer, as administrator, and Deutsche Bank, as Indenture Trustee and bond administrator. The Notes will be conveyed subject to a mandatory auction administered pursuant to an auction administration agreement, dated as of December 22, 2004 (the “Auction Administration Agreement”), among the Trust, Lehman, as auction administrator and the Indenture Trustee, as auction paying agent. An indemnification agreement, dated as of December 17, 2004 (the “Indemnification Agreement”), among the L▇▇▇▇▇, Bear and the Insurer, will each govern the liability of such parties with respect to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. The terms of the Notes are set forth losses resulting from material misstatements or omissions contained in the Registration Statement (as defined below) and the related Prospectus (as defined below), as supplemented by a Prospectus Supplement (as defined below). This Agreement, the Insurance Agreement, the Trust Agreement, the Amended and Restated Trust Agreement, the Indenture, the Purchase Agreement, the Sale and Servicing Agreement, the Administration Agreement, the Auction Administration Agreement, the Indemnification Agreement and the Policy are collectively referred to herein as the “Basic Documents.” Capitalized terms used herein but and not otherwise defined herein or in the Terms Agreement (as defined below) shall have the meanings given such terms them in Appendix A to the Sale and Servicing Agreement. The Seller has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (having the registration number 333-128722), including a form of prospectus, relating to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is hereinafter referred to as the “Prospectus.”

Introductory. Capital One Auto ReceivablesSubject to the terms and conditions herein contained, LLCeHi Car Services Limited, a Delaware an exempted company incorporated under the laws of the Cayman Islands with limited liability company (the “Seller”) and Capital One Auto Finance, Inc., a Texas corporation, (“COAFCompany”), confirm their agreement with the Representatives and the other underwriters named in the applicable Terms Agreement (collectively, the “Underwriters”) as follows: The Seller proposes to issue and sell to the Underwriters several Initial Purchasers named in Schedule A (the notes “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth opposite their names in such Schedule A hereto of $200,000,000 aggregate principal amount of the classes designated in the applicable Terms Agreement (as hereinafter defined) Company’s 7.50% Senior Notes due 2018 (the “Notes”). The Notes are Securities (as defined below) will be issued pursuant to an indenture, to be issued by Capital One Prime Auto Receivables Trust 2006-2dated as of December 8, a Delaware statutory trust (the “Issuer”) under the Indenture 2015 (the “Indenture”), dated as of the Closing Date, between the Issuer and The Bank of New York, as indenture trustee (the “Indenture Trustee”). The Notes will be collateralized by the Trust Estate (as defined below). The assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing Date, by and among the SellerCompany, the Issuer, COAF and the Indenture Trustee (the “Sale and Servicing Agreement”), (ii) the Receivable Files, (iii) the security interests in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement and the Limited Guaranty and (ix) all proceeds of the foregoing. The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF (the “Purchase Agreement”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. The terms of the Notes are set forth in the Registration Statement Guarantors (as defined below) and the related Prospectus (as defined below)Citicorp International Limited, as supplemented by a Prospectus Supplement trustee (as defined belowthe “Trustee”). Capitalized terms used herein but not defined herein or Notes will be issued only in book-entry form in the Terms Agreement name of Cede & Co., as nominee of The Depository Trust Company (“DTC”). The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior basis, jointly and severally by the following direct and indirect subsidiaries of the Company: Brave Passion Limited, eHi Auto Services (Hong Kong) Holding Limited and L&L Financial Leasing Holding Limited, (collectively, the “Guarantors”) pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees are herein collectively referred to as the “Securities.” The date of the completion of the offering of the Notes, as specified in Section 2 below, is referred to herein as the “Closing Date.” On the Closing Date, the Notes will be guaranteed by each of the Guarantors. The foregoing is descriptive only and all related matters will be governed by the operative agreements and not the preceding paragraphs. The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) shall have and agrees that the meanings given such terms in Appendix A Initial Purchasers may resell, subject to the Sale and Servicing Agreementconditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Seller has prepared Securities are to be offered and filed sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of under the Securities Act of 1933, 1933 (as amended, and the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission thereunder (collectively, the “Act”promulgated thereunder), a shelf registration statement on Form S-3 (having the registration number 333-128722), including a form of prospectus, relating in reliance upon exemptions therefrom. Pursuant to the Notes. The registration statement as amended has been declared effective by terms of the Commission not more than three years prior Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that such Securities may only be resold or otherwise transferred, after the date hereof. If any post-effective amendment has been filed with respect thereto, prior to if such Securities are registered for sale under the execution and delivery Securities Act or if an exemption from the registration requirements of the applicable Terms Agreement, Securities Act is available (including the most recent such amendment has been declared effective exemption afforded by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B 144A under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)144A”) a supplement or Regulation S under the Securities Act (such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus SupplementRegulation S”) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is hereinafter referred to as the “Prospectus)).”

Introductory. Capital One Auto Receivables, LLCA▇▇▇▇-▇▇▇▇▇▇▇▇ Energy Inc., a Delaware limited liability company corporation (the “SellerCompany”), proposes, subject to the terms and conditions stated herein, to issue and sell to RBC Capital Markets Corporation (“RBC”) and Capital One Auto Finance, Inc., a Texas corporation, M▇▇▇▇▇ ▇▇▇▇▇▇ & Co. Inc (“COAF”), confirm their agreement M▇▇▇▇▇ ▇▇▇▇▇▇” and collectively with the Representatives and the other underwriters named in the applicable Terms Agreement (collectivelyRBC, the “UnderwritersInitial Purchasers”) as follows: The Seller proposes to sell to the Underwriters the notes $250,000,000 aggregate principal amount of the classes designated in the applicable Terms Agreement (as hereinafter defined) its 8.50% Senior Notes due 2017 (the “Notes”). The Notes are to Securities (as defined below) will be issued by Capital One Prime Auto Receivables Trust 2006-2, a Delaware statutory trust (the “Issuer”) under the Indenture pursuant to an indenture (the “Indenture”)) dated January 18, dated 2006 among the Company, the Guarantors (as of the Closing Datedefined below) and W▇▇▇▇ Fargo Bank, between the Issuer and The Bank of New YorkN.A., as indenture trustee (the “Indenture Trustee”). The Notes Securities issued in book-entry form will be collateralized by issued in the name of Cede & Co., as nominee of The Depository Trust Estate Company (“DTC” or the “Depositary”) pursuant to a DTC Blanket Letter of Representations, to be dated as of or prior to the Closing Date (as defined below). The assets of the Issuer in Section 2) (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing Date, by and among the Seller, the Issuer, COAF and the Indenture Trustee (the “Sale and Servicing DTC Agreement”), (ii) from the Receivable Files, (iii) the security interests in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights of the Issuer Company to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, Depositary. The Company’s obligations under the Purchase AgreementNotes, (viii) rights under the Sale and Servicing Agreement and the Limited Guaranty and (ix) all proceeds of the foregoing. The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF (the “Purchase Agreement”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. The terms of the Exchange Notes are set forth in the Registration Statement (as defined below) and the related Prospectus Indenture will be, jointly and severally, unconditionally guaranteed, on a senior unsecured basis, by (i) each of the Company’s domestic subsidiaries as defined belowof the date hereof, which are listed on Schedule B hereto, and (ii) any subsidiary of the Company formed or acquired on or after the Closing Date that executes the Indenture or a supplemental indenture setting forth an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), as supplemented by a Prospectus Supplement pursuant to their guarantees included in the Indenture (as defined belowthe “Guarantees”). Capitalized terms used The Notes and the Guarantees thereof are herein but not defined herein or in collectively referred to as the Terms Agreement “Securities”; and the Exchange Notes (as defined below) shall have and the meanings given such terms in Appendix A Guarantees thereof are herein collectively referred to as the “Exchange Securities.” The holders of the Securities will be entitled to the Sale benefits of a registration rights agreement to be dated as of the Closing Date (the “Registration Rights Agreement”) among the Company, the Guarantors and Servicing Agreement. The Seller has prepared the Initial Purchasers, pursuant to which the Company and filed each of the Guarantors will agree to file with the Securities and Exchange Commission (the “CommissionSEC”), under the circumstances set forth therein, (i) in accordance with the provisions of a registration statement under the Securities Act of 1933, as amended, relating to an offer (the “Exchange Offer”) to exchange another series of debt securities of the Company with terms substantially identical to the Notes (the “Exchange Notes”) and (ii) to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes. The Securities Act of 1933, as amended, together with the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (having the registration number 333-128722), including a form of prospectus, relating to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the ActSEC promulgated thereunder, is referred to in this Agreement herein as the “Registration StatementSecurities Act.” As more fully described in the Preliminary Offering Memorandum and in the Offering Memorandum (as each term is defined below), the Company purchased substantially all of the assets of Oil & Gas Rental Services, Inc. (“Oil & Gas Rental”) on December 18, 2006. The purchase by the Company of substantially all of the assets of Oil & Gas Rental, as described in the Preliminary Offering Memorandum and in the Offering Memorandum, is referred to herein as the “Acquisition.” In connection with the Acquisition, the Company (a) received a limited waiver of certain provisions of Sections 2.04, 7.01 and 7.04 of the Company’s $25 million senior secured credit facility among the Company, each lender from time to time party thereto, and Royal Bank of Canada (the “Bank Credit Facility”) and (b) will (i) offer and sell the Securities contemplated by this Agreement and (ii) offer and sell the Common Stock pursuant to an underwriting agreement dated January 23, 2007, between the Company and the underwriters named therein. The proceeds of this offering, together with the proceeds from the offering of the Common Stock, will be used to repay the debt outstanding under the Company’s $300 million bridge loan facility, which the Company incurred to finance the Acquisition. The aforementioned transactions are collectively referred to herein as the “Transactions.” The Company proposes understands that the Initial Purchasers propose to file make an offering of the Securities on the terms and in the manner set forth herein and in the Preliminary Offering Memorandum (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) at any time after the date of this Agreement. The Securities are to be offered and sold to or through the Initial Purchasers without registration with the Commission pursuant to Rule 424(b) SEC under the Securities Act, in reliance upon exemptions therefrom. The terms of the Securities and the Indenture will require that investors that acquire Securities expressly agree that Securities may only be resold or otherwise transferred, after the date hereof, if such resale or transfer is registered under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A (“Rule 424(b)144A”) a supplement or Regulation S (such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus SupplementRegulation S”) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is hereinafter referred to as the “Prospectusthereunder).”

Introductory. Capital One Auto Receivables, LLCSunrun Inc., a Delaware limited liability company corporation (“Company”), agrees with Credit Suisse Securities (USA) LLC and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, as representatives (the “SellerRepresentatives”) of the several initial purchasers named in Schedule A hereto (“Purchasers”), subject to the terms and conditions stated herein, to issue and sell to the several Purchasers $350,000,000 aggregate principal amount of its 0% Convertible Senior Notes due 2026 (the “Firm Securities”) and Capital One Auto Finance, Inc., a Texas corporation, also proposes to grant to the Purchasers an option to purchase up to an additional $50,000,000 aggregate principal amount of its 0% Convertible Senior Notes due 2026 (the “COAFOption Securities”), confirm their agreement with the Representatives and the other underwriters named in the applicable Terms Agreement (collectively, the “Underwriters”) as follows: The Seller proposes to sell to the Underwriters the notes of the classes designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”). The Notes are to be issued by Capital One Prime Auto Receivables Trust 2006-2, a Delaware statutory trust (the “Issuer”) under the Indenture (the “Indenture”)an indenture, dated as of the Closing DateDate (“Indenture”), between the Issuer Company and The Bank of New York▇▇▇▇▇ Fargo Bank, National Association, as indenture trustee Trustee (the “Indenture Trustee”). The Notes Firm Securities and the Option Securities which the Purchasers may elect to purchase pursuant to Section 3 hereof are herein collectively called the “Offered Securities.” The Offered Securities will be collateralized by the Trust Estate (as defined below). The assets convertible into cash, shares of the Issuer Company’s common stock, par value $0.0001 per share (the “Trust EstateCommon Stock”) consist ), or a combination of all moneycash and Common Stock, accountsat the Company’s election, chattel paperon the terms, general intangiblesand subject to the conditions, goodsset forth in the Indenture. On October 8, instruments2020, investment property the Company acquired the total outstanding equity interests and other property assets of the IssuerVivint Solar, including without limitation Inc., a Delaware corporation (i) the Receivables acquired by the Issuer under the Sale “Vivint”), pursuant to an Agreement and Servicing Agreement, Plan of Merger dated as of the Closing DateJuly 6, 2020 by and among the SellerCompany, Vivint and Viking Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company. In connection with the offering of the Firm Securities, the Issuer, COAF Company is separately entering into capped call transactions with one or more of the Purchasers or their respective affiliates and/or other financial institutions (each a “Capped Call Counterparty” and the Indenture Trustee (collectively the “Sale and Servicing AgreementCapped Call Counterparties”), pursuant to one or more capped call confirmations (ii) each a “Base Capped Call Confirmation”), each dated the Receivable Filesdate hereof, (iii) the security interests in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating the issuance of any Option Securities, the Company and each Capped Call Counterparty may enter into additional capped call transactions, in each case pursuant to Receivables an additional capped call confirmation (each an “Additional Capped Call Confirmation”), each to be dated the date on which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights of the Issuer option granted to the funds on deposit from time Purchasers to time in the Trust Accounts and any other account or accounts established purchase such Option Securities pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement and the Limited Guaranty and (ix) all proceeds of the foregoing. The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF Section 3 hereof is exercised (the “Purchase Agreement”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. The terms of the Notes are set forth in the Registration Statement (as defined below) and the related Prospectus (as defined below)Additional Capped Call Confirmations, as supplemented by a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein or in the Terms Agreement (as defined below) shall have the meanings given such terms in Appendix A to the Sale and Servicing Agreement. The Seller has prepared and filed together with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectivelyBase Capped Call Confirmations, the “ActCapped Call Confirmations”), a shelf registration statement on Form S-3 (having the registration number 333-128722), including a form of prospectus, relating to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is hereinafter referred to as the “Prospectus.”

Introductory. Capital One Auto Receivables, LLC▇▇▇▇▇▇▇ Exploration Company, a Delaware limited liability company corporation (the “Seller”) and Capital One Auto Finance, Inc., a Texas corporation, (“COAFCompany”), confirm their agreement agrees with the Representatives Credit Suisse Securities (USA) LLC and the other underwriters named in the applicable Terms Agreement Banc of America Securities LLC as representatives (collectively, the “UnderwritersRepresentatives”) as follows: The Seller proposes of the several initial purchasers named on Schedule A hereto (the initial “Purchasers”) subject to the terms and conditions stated herein, to issue and sell to the Underwriters the notes Purchasers U.S. $300,000,000 principal amount of the classes designated in the applicable Terms Agreement its Senior Notes due 2018 (as hereinafter defined“Offered Securities”) (the “Notes”). The Notes are to be issued by Capital One Prime Auto Receivables Trust 2006-2under an indenture, a Delaware statutory trust (dated as of September 27, 2010 and as supplemented through the “Issuer”) under the Indenture Closing Date (the “Indenture”), between the Company and ▇▇▇▇▇ Fargo Bank, N.A., as Trustee. The Offered Securities will be unconditionally guaranteed as to the payment of principal and interest (the “Guarantees”) by ▇▇▇▇▇▇▇, Inc., a Nevada corporation, and ▇▇▇▇▇▇▇ Oil and Gas, L.P., a Delaware limited partnership (each, a “Guarantors” and together, the “Guarantors”). The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement dated as of the Closing DateDate among the Company, between the Issuer Guarantors and The Bank of New York, as indenture trustee the Purchasers (the “Indenture Trustee”). The Notes will be collateralized by the Trust Estate (as defined below). The assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing Date, by and among the Seller, the Issuer, COAF and the Indenture Trustee (the “Sale and Servicing Registration Rights Agreement”), pursuant to which the Company and the Guarantors will agree to file with the Commission (iia) a registration statement under the Receivable Files, (iii) the security interests in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements Securities Act relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights a new series of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement and the Limited Guaranty and (ix) all proceeds of the foregoing. The Receivables notes and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF guarantees (the “Purchase AgreementExchange Securities”) and will ), which shall be conveyed substantially identical to the Issuer by Offered Securities and the Seller Guarantees (except that the Exchange Securities shall have been registered pursuant to such registration statement, will not be subject to restrictions on transfer or contain additional interest provisions), to be offered in exchange for the Sale and Servicing Agreement. The terms of the Notes are set forth in the Registration Statement (as defined below) Offered Securities and the related Prospectus Guarantees (such offer to exchange being referred to as defined belowthe “Exchange Offer”), as supplemented by a Prospectus Supplement and/or (as defined below). Capitalized terms used herein but not defined herein or in the Terms Agreement (as defined belowb) shall have the meanings given such terms in Appendix A to the Sale and Servicing Agreement. The Seller has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”)under certain circumstances, a shelf registration statement on Form S-3 (having the registration number 333-128722), including a form of prospectus, relating to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B 415 under the Act, is referred to in this Agreement as Securities Act (the “Shelf Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes resale by certain holders of the Offered Securities. If the Company or the Guarantors fail to satisfy their obligations under the Registration Rights Agreement, they will be required to pay additional interest to the holders of the Offered Securities under certain circumstances. Each of the Company and the method of distribution thereof. The Basic Prospectus and Guarantors hereby agrees with the Prospectus Supplement is hereinafter referred to Purchasers as the “Prospectus.”follows:

Introductory. Capital One Auto Receivables, LLCRayonier TRS Holdings Inc., a Delaware limited liability company corporation (the “SellerCompany”), agrees with the several initial purchasers named in Schedule A hereto (the “Purchasers”), subject to the terms and conditions stated herein, to issue and sell to the several Purchasers U.S.$150,000,000 principal amount of its 4.50% Senior Exchangeable Notes due 2015 (“Firm Securities”) and Capital One Auto Finance, Inc., a Texas corporation, also proposes to grant to the Purchasers an option exercisable from time to time by Credit Suisse to purchase an aggregate of up to an additional $22,500,000 in aggregate principal amount (“COAFOptional Securities”), confirm their agreement and together with the Representatives and the other underwriters named in the applicable Terms Agreement (collectivelyFirm Securities, the “UnderwritersSecurities”) as follows: The Seller proposes to sell to the Underwriters the notes of the classes designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”). The its 4.50% Senior Exchangeable Notes are due 2015, each to be issued by Capital One Prime Auto Receivables Trust 2006-2under an indenture, a Delaware statutory trust (the “Issuer”) under the Indenture to be dated as of August 12, 2009 (the “Indenture”), dated as of the Closing Date, between the Issuer Company, the Guarantor and The Bank of New YorkYork Mellon Trust Company, N.A., as indenture trustee (the “Indenture Trustee”). The Notes Securities will be collateralized unconditionally guaranteed as to the payment of principal and interest by Rayonier Inc., a North Carolina corporation (the Trust Estate (as defined below“Guarantor” and such guarantee, the “Guarantee”). The assets Firm Securities and the Optional Securities which the Purchasers may elect to purchase pursuant to Section 3, together with the Guarantee, are herein collectively called the “Offered Securities”. The Securities will be exchangeable, subject to certain conditions set forth in the Indenture, at the option of the Issuer holder for shares of common stock, no par value, of the Guarantor (the “Trust EstateCommon Stock”) consist of all money), accounts, chattel paper, general intangibles, goods, instruments, investment property and other property in accordance with the terms of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as Offered Securities. The holders of the Closing Date, by and Offered Securities will be entitled to the benefits of a Registration Rights Agreement of even date herewith among the Seller, the Issuer, COAF Company and the Indenture Trustee Purchasers (the “Sale and Servicing Registration Rights Agreement”), (ii) pursuant to which the Receivable Files, (iii) Company agrees to file a registration statement with the security interests in Commission registering the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights resale of the Issuer to Offered Securities and the funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the SellerUnderlying Shares, as buyerhereinafter defined, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement and the Limited Guaranty and (ix) all proceeds of the foregoingSecurities Act. The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF (the “Purchase Agreement”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. The terms of the Notes are set forth in the Registration Statement (as defined below) and the related Prospectus (as defined below), as supplemented by a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein or in the Terms Agreement (as defined below) shall have the meanings given such terms in Appendix A to the Sale and Servicing Agreement. The Seller has prepared and filed Company hereby agrees with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, several Purchasers as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (having the registration number 333-128722), including a form of prospectus, relating to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is hereinafter referred to as the “Prospectus.”follows:

Introductory. Capital One SunTrust Auto Receivables, LLC, a Delaware limited liability company (the “SellerDepositor”) and Capital One Auto Finance, Inc.SunTrust Bank, a Texas corporation, Georgia banking corporation (“COAFSunTrust”), confirm their agreement with the Representatives and the other underwriters named in the applicable Terms Agreement (collectively, the “Underwriters”) as follows: The Seller Depositor proposes to sell to the Underwriters the notes of the classes designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”). The Notes are to be issued by Capital One Prime SunTrust Auto Receivables Trust 200620[ ]-2[ ], a Delaware statutory trust (the “Issuer”) under the Indenture (the “Indenture”), dated as of the Closing Date, between the Issuer and The Bank of New York[ ], as indenture trustee (the “Indenture Trustee”). The Notes will be collateralized by the Trust Estate (as defined below). The assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing Date, by and among the SellerDepositor, the Issuer, COAF SunTrust and the Indenture Trustee (the “Sale and Servicing Agreement”), (ii) the Receivable Files, (iii) the security interests in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the SellerDepositor, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement and [the Limited Guaranty and Interest Rate Swap Agreement and] (ix) all proceeds of the foregoing. The Receivables and related property will be conveyed to the Seller Depositor by COAF SunTrust pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller Depositor and COAF SunTrust (the “Purchase Agreement”) and will be conveyed to the Issuer by the Seller Depositor pursuant to the Sale and Servicing Agreement. [On the Closing Date, the Issuer will enter into an interest rate swap agreement with the Initial Swap Counterparty to hedge the floating interest rate on one or more classes of Notes (the “Swap Agreement”).] The terms of the Notes are set forth in the Registration Statement (as defined below) and the related Prospectus (as defined below), as supplemented by a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein or in the Terms Agreement (as defined below) shall have the meanings given such terms in Appendix A to the Sale and Servicing Agreement. The Seller Depositor has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (having the registration number 333-128722143513), including a form of prospectus, relating to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company Depositor proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is hereinafter referred to as the “Prospectus.”

Introductory. Capital One Auto ReceivablesJumei International Holding Limited, LLCan exempted company incorporated in the Cayman Islands (“Company”), a Delaware limited liability company agrees, subject to the terms and conditions stated herein, to issue and sell to the several Underwriters named in Schedule A hereto (“Underwriters”), an aggregate of 9,500,000 American Depositary Shares (“ADSs”), each ADS representing 9,500,000 Class A ordinary shares, par value $0.00025 per share (the “SellerOrdinary Shares”) and Capital One Auto Finance, Inc., a Texas corporation, of the Company (the “COAFFirm Securities”), confirm their agreement with the Representatives and the other underwriters named in the applicable Terms Agreement (collectively, the “Underwriters”) as follows: . The Seller proposes Company also agrees to sell to the Underwriters Underwriters, at the notes option of the classes designated in the applicable Terms Agreement (as hereinafter defined) Underwriters, an aggregate of not more than 1,425,000 ADSs (the “NotesOptional Securities”), subject to the terms and conditions stated herein. The Firm Securities and the Optional Securities are hereinafter collectively referred to as the “Offered Securities.” Unless the context otherwise requires, each reference to the Firm Securities, the Optional Securities or the Offered Securities herein also includes the underlying Ordinary Shares (hereinafter referred to as the “Offered Shares”). The Notes ADSs are to be issued by Capital One Prime Auto Receivables Trust 2006-2, pursuant to a Delaware statutory trust deposit agreement (the “Issuer”) under the Indenture (the “IndentureDeposit Agreement”), dated as of [—], 2014 among the Closing DateCompany, between the Issuer and The Bank of New YorkYork Mellon, as indenture trustee depositary (the “Indenture TrusteeDepositary”), and holders and beneficial holders from time to time of the American Depositary Receipts (“ADRs”) issued by the Depositary and evidencing the ADSs. As part of the offering contemplated by this Agreement, Credit Suisse Securities (USA) LLC (the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 764,750 ADSs, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the General Disclosure Package (as defined herein) and the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Notes Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be collateralized sold by the Trust Estate Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the General Disclosure Package and the Final Prospectus. In separate concurrent private placement offerings, the Company sold Ordinary Shares to General Atlantic Singapore Fund Pte. Ltd. (collectively, the “Private Placement Purchaser”) pursuant to the Share Subscription Agreement dated as of May 6, 2014 (the “Private Placement”) in accordance with Regulation S under the Securities Act (as defined below). The assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing Date, by and among the Seller, the Issuer, COAF and the Indenture Trustee (the “Sale and Servicing Agreement”), (ii) the Receivable Files, (iii) the security interests in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement and the Limited Guaranty and (ix) all proceeds of the foregoing. The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF (the “Purchase Agreement”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. The terms of the Notes are set forth in the Registration Statement (as defined below) and the related Prospectus (as defined below), as supplemented by a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein or in the Terms Agreement (as defined below) shall have the meanings given such terms in Appendix A to the Sale and Servicing Agreement. The Seller has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (having the registration number 333-128722), including a form of prospectus, relating to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is hereinafter referred to as the “Prospectus.”

Introductory. Capital One Auto Receivables, LLCCredit Suisse First Boston Mortgage Securities Corp., a Delaware limited liability company corporation (the “Seller”) and Capital One Auto Finance, Inc., a Texas corporation, (“COAF”"Depositor"), confirm their agreement with proposes to form a commercial mortgage trust (the Representatives and "Trust"), which will issue securities entitled Credit Suisse First Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series 2003-CK2, including the other underwriters named classes thereof identified on Schedule I hereto (the classes so identified on Schedule I hereto, the "Certificates"). Each Certificate will evidence a fractional undivided, percentage interest or beneficial interest in the applicable Terms Agreement Trust. The terms on which the Trust will issue the Certificates will be specified in the Prospectus (as defined herein). The property of the Trust (all such property collectively, the "Trust Fund") will primarily consist of a pool of 101 multifamily and commercial mortgage loans (collectively, the “Underwriters”"Mortgage Loans") as follows: The Seller proposes to sell to that will be purchased by the Underwriters the notes of the classes designated in the applicable Terms Agreement Depositor from Column Financial, Inc. (as hereinafter defined) (the “Notes”). The Notes are to be issued by Capital One Prime Auto Receivables Trust 2006-2, a Delaware statutory trust (the “Issuer”) under the Indenture (the “Indenture”"Column"), pursuant to (i) that certain Mortgage Loan Purchase Agreement dated as of March 27, 2003 (the Closing Date"First Mortgage Loan Purchase Agreement"), by and between the Issuer and The Bank of New YorkDepositor, as indenture trustee purchaser, and Column, as seller, and (the “Indenture Trustee”). The Notes will be collateralized by the Trust Estate (as defined below). The assets of the Issuer (the “Trust Estate”ii) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, that certain Mortgage Loan Purchase Agreement dated as of March 27, 2003 (the Closing Date"Second Mortgage Loan Purchase Agreement" and, together with the First Mortgage Loan Purchase Agreement, the "Mortgage Loan Purchase Agreements"), by and among the Depositor, as purchaser, Column, as Seller, and KeyBank National Association ("KeyBank"), as additional party. The Trust will be created, the Issuer, COAF Certificates will be issued and the Indenture Trustee Mortgage Loans will be serviced, pursuant to that certain Pooling and Servicing Agreement dated as of April 11, 2003 (the “Sale "Pooling and Servicing Agreement”"), by and among the Depositor, KeyCorp Real Estate Capital Markets, Inc. d/b/a KeyBank Real Estate Capital, as master servicer (iiin such capacity, the "Master Servicer") and as special servicer (in such capacity, the Receivable Files"Special Servicer"), and ▇▇▇▇▇ Fargo Bank Minnesota, N.A., as trustee (iii) the security interests in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights "Trustee"). The offering of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established Certificates made pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement and the Limited Guaranty and (ix) all proceeds of the foregoing. The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF (the “Purchase Agreement”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. The terms of the Notes are set forth in the Registration Statement (as defined below) will be made through you as underwriters. This Agreement provides for the sale of such Certificates to, and the related Prospectus (as defined below)purchase and offering thereof by, you, as supplemented by a Prospectus Supplement underwriters (as defined belowthe "Underwriters" and, each of you individually, an "Underwriter"). Capitalized Schedule I shall specify the principal or notional balance of each Class of the Certificates to be issued and any terms used herein but thereof not defined herein or otherwise specified in the Terms Agreement (as defined below) shall have the meanings given such terms in Appendix A to the Sale Pooling and Servicing Agreement. The Seller has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (having the registration number 333-128722), including a form Classes of prospectus, relating Certificates subject to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms this Agreement, the most recent price at which such amendment has been declared effective Certificates are to be purchased by the Commission. Such registration statement, as amended at Underwriters from the time Depositor and the aggregate amount of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed Certificates to be part purchased by you. The offering of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in Certificates will be governed by this Agreement as the “Registration StatementAgreement.” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is hereinafter referred to as the “Prospectus.”

Introductory. Capital One Auto Receivables, LLC, a Delaware limited liability company Onyx Acceptance Financial Corporation (the “Seller”"Company") and Capital One Auto Finance, Inc., a Texas corporation, proposes to cause Onyx Acceptance Grantor Trust 1997-1 (“COAF”), confirm their agreement with the Representatives and the other underwriters named in the applicable Terms Agreement (collectively, the “Underwriters”"Trust") as follows: The Seller proposes to sell to the Underwriters the notes of the classes designated in the applicable Terms Agreement (as hereinafter defined) Merr▇▇▇ ▇▇▇ch, Pierce, Fenn▇▇ & ▇mit▇ ▇▇▇orporated (the “Notes”"Underwriter") ____% Auto Loan Pass-Through Certificates, Series 1996-4 (the "Certificates"). The Notes are to Certificates will be issued by Capital One Prime Auto Receivables Trust 2006-2pursuant to a Pooling and Servicing Agreement between the Company, a Delaware statutory trust as Seller, Onyx Acceptance Corporation as Servicer (the “Issuer”) under the Indenture "Servicer" or "Onyx"), Bankers Trust Company as Trustee (the “Indenture”"Trustee"), dated as of the Closing DateMarch __, between the Issuer and The Bank of New York, as indenture trustee 1997 (the “Indenture Trustee”"Pooling and Servicing Agreement"). The Notes Pursuant to an insurance and reimbursement agreement (the "Insurance Agreement") among the Company, Onyx Acceptance Corporation, the Trustee and Capital Markets Assurance Corporation ("the Insurer"), the Insurer has issued its surety bond (the "Surety Bond") to the Trustee for the benefit of the Certificateholders guaranteeing timely payment of interest and principal on the Certificates. In addition, Onyx will be collateralized by enter into a yield supplement agreement dated as of March ___, 1997 with the Trust Estate Company (as defined below)the "Yield Supplement Agreement") which will assign it to the Trust. The assets of the Issuer (the “Trust Estate”) consist of all moneywill include, accountsamong other things, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) a pool (the Receivables acquired 2 "Contract Pool") of fixed rate Rule of 78's and Simple Interest Method motor vehicle retail installment sales contracts (the "Contracts") secured by new and used automobiles and light-duty trucks (the "Initial Financed Vehicles"), certain monies due or to become due thereunder on or after the Cutoff Date (as hereinafter defined), such Contracts to be sold to the Trust by the Issuer under Seller and serviced by the Sale and Servicing Agreement, dated as of the Closing Date, by and among the Seller, the Issuer, COAF and the Indenture Trustee (the “Sale and Servicing Agreement”)Servicer, (ii) the Receivable FilesSurety Bond, (iii) the security interests in the Financed Vehicles and all Certificates of Title in the rights to receive proceeds from claims on certain insurance policies covering the Financed VehiclesVehicles or the individual obligors under each related Contract and the right to proceeds under a blanket insurance policy, (iv) any proceeds from claims all amounts on any Insurance Policy and refunds deposit in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off DateCollection Account, (v) any other property securing the Receivables, right of the Company to cause Onyx to repurchase certain Contracts under certain circumstances and (vi) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement and the Limited Guaranty and (ix) all proceeds of the foregoing. The Receivables and related property Certificates will be conveyed issued in an aggregate principal amount of $___________ which is equal to the Seller by COAF pursuant to sum of the Purchase Agreement, dated Original Pool Balance of the Contracts and the amount on deposit in the Pre-Funding Account as of the Closing Dateopening of business on March __, between the Seller and COAF 1997 (the “Purchase Agreement”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. The terms of the Notes are set forth in the Registration Statement (as defined below) and the related Prospectus (as defined below), as supplemented by a Prospectus Supplement (as defined below"Cutoff Date"). Capitalized terms used herein but and not otherwise herein defined herein or in the Terms Agreement (as defined below) shall have the meanings given assigned to such terms in Appendix A to the Sale Pooling and Servicing Agreement. The Seller has prepared and filed Company hereby agrees with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933Underwriter, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (having the registration number 333-128722), including a form of prospectus, relating to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is hereinafter referred to as the “Prospectus.”follows:

Introductory. Capital One Auto Receivables, LLCInmarsat Finance II plc, a Delaware public limited liability company incorporated under the laws of England and Wales (the “Seller”) and Capital One Auto Finance, Inc., a Texas corporation, (“COAFIssuer”), confirm their agreement with the Representatives and the other underwriters named in the applicable Terms Agreement an indirect subsidiary of Inmarsat Group Holdings Limited (collectively, the “UnderwritersCompany”) as follows: The Seller proposes ), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters several Purchasers named in Schedule A hereto (the notes “Purchasers”) $450,000,000 principal amount at maturity of the classes designated in the applicable Terms Agreement (as hereinafter defined) its 10 3/8% Senior Discount Notes due 2012 (the “Notes”). The Notes are ) to be issued by Capital One Prime Auto Receivables Trust 2006-2under an indenture, a Delaware statutory trust dated the Closing Date (the “Issuer”as defined below) under the Indenture (the “Indenture”), dated as of the Closing Date, between the Issuer Issuer, the Guarantor (as defined below) and The Bank of New York, as indenture trustee Trustee. The Notes will initially be represented by one or more global securities in bearer form without interest coupons attached (the “Global Securities”), which will be issued by the Issuer and deposited with The Bank of New York, as depositary (the “Book-Entry Depositary”), pursuant to a deposit agreement (the “Deposit Agreement”) of even date with the Indenture Trusteebetween the Issuer, the Book-Entry Depositary and the holders and beneficial owners of certificateless depositary interests (the “CDIs”) in the Notes. References herein to the Notes (other than references to the Notes in Section 2(j)) shall, unless the context otherwise requires, include the Global Notes, the CDIs issued under the Deposit Agreement and the book-entry interests therein. The Notes will be guaranteed (the “Guarantee”) by Inmarsat Holdings Limited (the “Guarantor”). The Notes and the Guarantee are herein collectively referred to as the “Offered Securities.” The gross proceeds from the Offered Securities will be collateralized loaned by the Trust Estate (as defined below). The assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing Date, by and among the Seller, the Issuer, COAF and the Indenture Trustee (the “Sale and Servicing Agreement”), (ii) the Receivable Files, (iii) the security interests in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights of the Issuer to the funds Guarantor, which will use the proceeds to: (i) repurchase or otherwise retire an amount of approximately $290 million euro equivalent accreted principal amount of the subordinated preference certificates issued by the Guarantor on deposit from time December 30, 2003 (“Subordinated Preference Certificates”), and (ii) to time pay fees and expenses of the offering of the Offered Securities. The Issuer and the Guarantor understand that the Purchasers propose to make an offering of the Offered Securities on the terms and in the Trust Accounts manner set forth herein and any other account or accounts established pursuant agree that the Purchasers may resell, subject to the Indenture conditions set forth herein, all or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights a portion of the SellerOffered Securities to purchasers (“Subsequent Purchasers”) at any time after this Agreement has been executed and delivered. The Offered Securities are to be offered, purchased and resold by the Purchasers without being registered under the United States Securities Act of 1933, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement and the Limited Guaranty and (ix) all proceeds of the foregoing. The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF amended (the “Purchase AgreementSecurities Act”) and will be conveyed ), in reliance upon exemptions therefrom. Pursuant to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. The terms of the Notes are set forth in the Registration Statement (as defined below) Offered Securities and the related Prospectus Indenture, investors that acquire Offered Securities may only resell or otherwise transfer such Offered Securities if such Offered Securities are hereafter registered under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (as defined below), as supplemented including the exemption afforded by a Prospectus Supplement Rule 144A under the Securities Act (as defined below). Capitalized terms used herein but not defined herein or in “Rule 144A”) promulgated by the Terms Agreement (as defined below) shall have the meanings given such terms in Appendix A to the Sale and Servicing Agreement. The Seller has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) in accordance with the provisions of or Regulation S under the Securities Act of 1933(“Regulation S”) promulgated by the Commission). The Purchasers have indicated that the Offered Securities they sell may be sold by their affiliates, Credit Suisse First Boston LLC and Barclays Capital Inc., as amended, and selling agents for the rules and regulations of the Commission thereunder Purchasers (collectively, the “ActRule 144A Selling Agents”), a shelf registration statement on Form S-3 to Qualified Institutional Buyers (having the registration number 333-128722), including a form of prospectus, relating as such term is defined in Rule 144A) pursuant to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Rule 144A. This Agreement, the most recent such amendment has been declared effective Indenture (as defined below), the Registration Rights Agreement (as defined below), the Notes, the Guarantee, the Deposit Agreement, the subordinated intercompany note proceeds loan between the Issuer and the Guarantor, dated the Closing Date (the “Subordinated Intercompany Note Proceeds Loan”), the pledge of the subordinated intercompany note proceeds loan between the Issuer and the Trustee, dated the Closing Date (the “Note Proceeds Loan Pledge Agreement”), the Assignment Agreement between the Guarantor and the Trustee, dated the Closing Date (the “Assignment Agreement”), the Priority Deed between the Guarantor, the Trustee and holders of Subordinated Preference Certificates, dated the Closing Date (the “Priority Deed”), the promissory note, dated the Closing Date, issued by the Commission. Such registration statementGuarantor pursuant to the Subordinated Intercompany Note Proceeds Loan (the “Promissory Note”), as amended at the time paying agency agreement between the Issuer, the Guarantor, the Bank of effectivenessNew York and The Bank of New York (Luxembourg) S.A., including dated the Closing Date (the “Paying Agency Agreement”), and all material incorporated by reference therein agreements and including all information (if any) deemed instruments entered into or to be part entered into or issued by the Company, the Issuer, the Guarantor or any of their subsidiaries in relation thereto or in connection with the consummation of the registration statement at transactions contemplated herein (including the time issuance and sale of effectiveness pursuant to Rule 430B under the Act, is referred to Offered Securities) or in this Agreement the Offering Document (as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(bdefined below) under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter are herein collectively referred to as the “Prospectus Supplement”) Operative Documents.” The holders of the Offered Securities will be entitled to the prospectus included in benefits of a registration rights agreement to be dated the Closing Date among the Issuer, the Guarantor and the Purchasers (the “Registration Statement (such prospectusRights Agreement”), together with any amendment thereof or supplement thereto, in pursuant to which the form it appears in Issuer and the Registration Statement or in the form most recently revised and filed Guarantor agree to file a registration statement with the Commission pursuant to Rule 424(b) is hereinafter referred to as registering the “Basic Prospectus”) relating to resale of the Notes Offered Securities under the Securities Act. The Issuer and the method of distribution thereof. The Basic Prospectus and Guarantor hereby agree with the Prospectus Supplement is hereinafter referred to several Purchasers as the “Prospectus.”follows:

Introductory. Capital One Auto ReceivablesC▇▇▇▇▇▇ Petroleum Finance Corporation, LLC, a Delaware limited liability company an Alberta corporation (the “Seller”) and Capital One Auto Finance, Inc., a Texas corporation, (“COAFIssuer”), confirm their agreement with proposes, subject to the Representatives terms and the other underwriters named in the applicable Terms Agreement (collectivelyconditions stated herein, the “Underwriters”) as follows: The Seller proposes to issue and sell to the Underwriters several initial purchasers named in Schedule A hereto (the notes “Purchasers”) U.S.$300,000,000 principal amount of the classes designated in the applicable Terms Agreement (as hereinafter defined) its 75/8% Senior Notes due December 1, 2013 (the “Notes”). The Notes are ) to be issued by Capital One Prime Auto Receivables Trust 2006-2under an indenture agreement, a Delaware statutory trust (the “Issuer”) under the Indenture to be dated as of November 22, 2005 (the “Indenture”), among the Issuer, C▇▇▇▇▇▇ Petroleum Corporation, an Alberta corporation (“Parent”), the subsidiary guarantors listed on Schedule B hereto (the “Subsidiary Guarantors” and, together with Parent, the “Guarantors”) and The Bank of Nova Scotia Trust Company of New York, as Trustee. The Notes will be fully, irrevocably and unconditionally guaranteed (the “Parent Guarantee”), as to payment of principal, premium, if any, and interest by Parent, and will be fully, irrevocably and unconditionally guaranteed (the “Subsidiary Guarantees”) as to payment of principal, premium, if any, and interest by the Subsidiary Guarantors. Each of the Subsidiary Guarantees will be fully, irrevocably and unconditionally guaranteed (the “Parent-Subsidiary Guarantees” and, together with the Parent Guarantee and the Subsidiary Guarantees, the “Guarantees,” and, together with the Notes, the “Offered Securities”) as to payment of principal, premium, if any, and interest on a senior basis by Parent. The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement dated as of the Closing Date, between the Issuer and The Bank of New York, as indenture trustee (the “Indenture Trustee”). The Notes will be collateralized by the Trust Estate (as defined below). The assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing Date, by and among the Seller, the Issuer, COAF and the Indenture Trustee (the “Sale and Servicing Agreement”), (ii) the Receivable Files, (iii) the security interests in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement and the Limited Guaranty and (ix) all proceeds of the foregoing. The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF (the “Purchase Agreement”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. The terms of the Notes are set forth in the Registration Statement Date (as defined below) among the Issuer, the Guarantors and the related Prospectus Purchasers (as defined belowthe “Registration Rights Agreement”), as supplemented by pursuant to which the Issuer agrees to file a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein or in the Terms Agreement (as defined below) shall have the meanings given such terms in Appendix A to the Sale and Servicing Agreement. The Seller has prepared and filed registration statement with the United States Securities and Exchange Commission (the “Commission”) in accordance with registering the provisions resale of the Offered Securities under the United States Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder amended (collectively, the “Securities Act”), a shelf registration statement on Form S-3 (having the registration number 333-128722), including a form of prospectus, relating to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is hereinafter referred to as the “Prospectus.”

Introductory. Capital One Auto Receivables, LLC, a Delaware limited liability company (the “Seller”) and Capital One Auto FinanceComputer Associates International, Inc., a Texas corporation, Delaware corporation (“COAF”the "Company"), confirm their agreement with proposes, subject to the Representatives terms and the other underwriters named in the applicable Terms Agreement (collectivelyconditions stated herein, the “Underwriters”) as follows: The Seller proposes to issue and sell to the Underwriters the notes of the classes designated several initial purchasers named in the applicable Terms Agreement (as hereinafter defined) Schedule I hereto (the “Notes”"Purchasers") $400,000,000 principal amount of its 1 5/8% Convertible Senior Notes due 2009 (the "Firm Securities"). The Company also proposes to grant to the Purchasers an option to purchase up to $60,000,000 additional principal amount of such Notes (the "Option Securities" and, together with the Firm Securities, the "Offered Securities"). The Offered Securities will be convertible into shares of common stock of the Company, par value $.10 per share (the "Common Stock"). The Offered Securities are to be issued by Capital One Prime Auto Receivables Trust 2006-2under an indenture, a Delaware statutory trust (the “Issuer”) under the Indenture (the “Indenture”), to be dated as of December 11, 2002 (the Closing DateIndenture"), between the Issuer Company and The State Street Bank of New Yorkand Trust Company, as indenture trustee (the “Indenture Trustee”). The Notes will be collateralized by the Trust Estate (as defined below). The assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing Date, by and among the Seller, the Issuer, COAF and the Indenture Trustee (the “Sale and Servicing Agreement”), (ii) the Receivable Files, (iii) the security interests in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement and the Limited Guaranty and (ix) all proceeds of the foregoing. The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF (the “Purchase Agreement”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. The terms of the Notes are set forth in the Registration Statement (as defined below) and the related Prospectus (as defined below), as supplemented by a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein or in the Terms Agreement (as defined below) shall have the meanings given such terms in Appendix A to the Sale and Servicing Agreement. The Seller has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (having the registration number 333-128722), including a form of prospectus, relating to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter herein referred to as the “Prospectus Supplement”"Securities Act". The Offered Securities and the Common Stock issuable upon conversion thereof will have the benefit of a Registration Rights Agreement (the "Registration Rights Agreement") between the Company and the Purchasers, pursuant to which the Company will agree to register the resale of the Offered Securities under the Securities Act subject to the prospectus included in terms and conditions specified therein. In addition, the Registration Statement Company will purchase from Bank of America, N.A., an affiliate of Banc of America Securities LLC (such prospectus"BA"), call spread repurchase transaction pursuant to an Issuer Call Spread Repurchase Transaction, to be dated as of December 11, 2002, between the Company and BA (the "BA Issuer Call Spread Repurchase Transaction"), and the Company will purchase from Citibank, N.A., an affiliate of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc. ("Citibank"), call spread repurchase transaction pursuant to an Issuer Call Spread Repurchase Transaction, to be dated as of December 11, 2002, between the Company and Citibank (the "Citibank Issuer Call Spread Repurchase Transaction", and together with any amendment thereof or supplement theretoBA Issuer Call Spread Transaction, in the form it appears in the Registration Statement or in the form most recently revised and filed "Issuer Call Spread Repurchase Transactions"). The Company hereby agrees with the Commission pursuant to Rule 424(b) is hereinafter referred to several Purchasers as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is hereinafter referred to as the “Prospectus.”follows:

Introductory. Capital One Santander Drive Auto Receivables, Receivables LLC, a Delaware limited liability company (the “Seller”), Santander Drive Auto Receivables Trust 2007-2, a Delaware statutory trust (the “Issuer”) and Capital One Auto Finance, Santander Consumer USA Inc., a Texas corporation, an Illinois corporation (“COAFSantander Consumer”), confirm their agreement with the Representatives Wachovia Capital Markets, LLC and the other underwriters named in the applicable Terms Agreement (collectively, the “Underwriters”) as follows: The Seller proposes to sell to the Underwriters the notes of the classes designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”). The Notes are to be issued by Capital One Prime Auto Receivables Trust 2006-2, a Delaware statutory trust (the “Issuer”) Issuer under the Indenture (the “Indenture”), dated as of the Closing Date, between the Issuer and The Bank of New YorkW▇▇▇▇ Fargo Bank, National Association, as indenture trustee (the “Indenture Trustee”). The Notes will be collateralized by the Trust Estate (as defined below). The assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation limitation: (i) all right, title, and interest of the Receivables Seller in and to the Contracts acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing Date, by and among the Seller, the Issuer, COAF Santander Consumer, W▇▇▇▇ Fargo Bank, National Association as the backup servicer (the “Backup Servicer”) and the Indenture Trustee (the “Sale and Servicing Agreement”), ) and all monies due thereunder after the applicable Cut-Off Date; (ii) the Receivable Files, (iii) interest of the Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Contracts and all Certificates any accessions thereto; (iii) the interest of Title the Seller in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements physical damage, credit life or disability, or other insurance policies maintained by the Obligors thereon covering the Financed Vehicles or the Obligors relating to Receivables which became Defaulted Receivables the Contracts and any proceeds from the liquidation of Contracts or the related Financed Vehicles; (iv) all right, title and interest (but not the obligations) of the Seller in and to the Contribution Agreement and the Sale and Servicing Agreement, insofar as such right, title and interest relates to the Contracts, the related Contract Files or the related Financed Vehicles, including the right of the Seller to cause the Originator, as applicable, to repurchase the Contracts from the Seller under certain circumstances; (v) the interest of the Seller in any Dealer Recourse relating to the Contracts; (vi) the interest of the Seller in certain rebates of premiums and other amounts relating to insurance policies and other items financed under the Contracts in effect after the applicable Cut-Off Date, ; (v) any other property securing the Receivables, (vivii) the rights of the Issuer to the Trust Accounts and all funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, Seller therein; (viii) the related Contract Files; (ix) rights under the Sale and Servicing Interest Rate Swap Agreement and payments made by the Limited Guaranty Swap Counterparty thereunder; and (ixx) the proceeds of any and all proceeds of the foregoing. The Receivables Contracts and related property the Related Security will be conveyed to the Seller by COAF Santander Consumer pursuant to the Purchase Contribution Agreement, dated as of the Closing Date, between the Seller and COAF Santander Consumer (the “Purchase Contribution Agreement”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. On the Closing Date, the Issuer will enter into an interest rate swap agreement with the Initial Swap Counterparty to hedge the floating interest rate on the Class A-2 Notes and the Class A-3 Notes (the “Swap Agreement”). On the Closing Date the Insurer will issue a note guaranty insurance policy (the “Note Policy”) guaranteeing certain payments due in respect of the Class A Notes and a swap policy (the “Swap Policy”) guaranteeing certain payments due by the Issuer to the Swap Counterparty. On the Closing Date, the Letter of Credit Bank will issue a Reserve Account Letter of Credit for the benefit of the Indenture Trustee, the Insurer and the Noteholders. The terms of the Notes are set forth in the Registration Statement (as defined below) and the related Prospectus (as defined below), as supplemented by a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein or in the Terms Agreement (as defined below) shall have the meanings given such terms in Appendix A to the Sale and Servicing Agreement. The Seller has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (having the registration number 333-128722139609), including a form of prospectus, relating to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof. If any post-effective amendment has been filed with respect thereto, thereto prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company Seller proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is hereinafter referred to as the “Prospectus.”

Introductory. Capital One Auto Receivables, LLC, a Delaware limited liability company (the “Seller”) and Capital One Auto Finance▇▇▇▇▇▇▇▇▇ Enterprises, Inc., a Texas corporation, California corporation (the “COAFCompany”), confirm their agreement agrees with the Representatives and the other underwriters several initial purchasers named in the applicable Terms Agreement Schedule A hereto (collectively, the “UnderwritersPurchasers”) as follows: The Seller proposes subject to the terms and conditions stated herein, to issue and sell to the Underwriters the notes several Purchasers U.S.$600,000,000 principal amount of the classes designated in the applicable Terms Agreement its 111/2% Senior Secured Notes due 2013 (as hereinafter defined“Offered Securities”) (the “Notes”). The Notes are to be issued by Capital One Prime Auto Receivables Trust 2006-2under an indenture, a Delaware statutory trust (to be dated as of the “Issuer”) under the Indenture Closing Date (the “Indenture”), dated as of the Closing Date, between the Issuer and The Bank of New York, as indenture trustee (the “Indenture Trustee”). The Notes will be collateralized by the Trust Estate (as defined below). The assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing Date, by and among the SellerCompany, the Issuer, COAF and the Indenture Trustee (the “Sale and Servicing Agreement”), (ii) the Receivable Files, (iii) the security interests in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement and the Limited Guaranty and (ix) all proceeds of the foregoing. The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF (the “Purchase Agreement”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. The terms of the Notes are set forth in the Registration Statement Guarantors (as defined below) and Deutsche Bank National Trust Company, a national banking association, as trustee (the related Prospectus “Trustee”). The Offered Securities will be unconditionally guaranteed on a secured basis as to the payment of principal and interest by Hovnanian Enterprises, Inc., a Delaware corporation (“Hovnanian”) and the subsidiary guarantors listed on Schedule B hereto (together with Hovnanian, the “Guarantors” and such guarantees, the “Guarantees”). The Offered Securities and the Guarantees will be secured by a second-priority lien on the Collateral (as defined below), as supplemented by a Prospectus Supplement (as defined in the General Disclosure Package referred to below). Capitalized terms used herein but not defined herein or in A first-priority lien on the Terms Agreement (Collateral will secure the Company’s obligations under the Revolving Credit Agreement, as defined below) shall have amended as of the meanings given such terms in Appendix A to Closing Date among the Sale Company, as Borrower, PNC Bank, National Association, as Agent, the other parties named therein and Servicing Agreement. The Seller has prepared and filed with the Securities and Exchange Commission Lenders named therein (the “CommissionNew Credit Agreement”) pursuant to one or more pledge agreements, one or more mortgages and deeds of trust, security agreements and an intercreditor agreement. As used herein, the term “Security Documents” has the meaning assigned to it in accordance with the provisions General Disclosure Package. The holders of the Offered Securities Act (including subsequent transferees) will be entitled to the benefits of 1933a Registration Rights Agreement to be dated as of the Closing Date among the Company, as amended, the Guarantors and the rules and regulations of the Commission thereunder Purchasers (collectively, the “ActRegistration Rights Agreement”), a shelf registration statement on Form S-3 (having the registration number 333-128722), including a form of prospectus, relating to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under which the Act, is referred to in this Agreement as Company and the “Registration Statement.” The Company proposes Guarantors agree to file with the Commission pursuant to Rule 424(b) under the circumstances set forth therein, (i) a registration statement under the Securities Act (the “Rule 424(b)Exchange Offer Registration Statement”) relating to the Offered Securities and related Guarantees in a supplement like aggregate principal amount as the Company issued under the Indenture, identical in all material respects to the Offered Securities and registered under the Securities Act (the “Exchange Securities”), to be offered in exchange for the Offered Securities (such supplement, together with any amendment thereof or supplement thereto, is hereinafter offer to exchange being referred to as the “Prospectus SupplementExchange Offer”) or, in certain circumstances (ii) a shelf registration statement pursuant to Rule 415 (the prospectus included in the “Shelf Registration Statement (such prospectusStatement” and, together with any amendment thereof or supplement theretothe Exchange Offer Registration Statement, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic ProspectusRegistration Statements”) relating to the Notes resale by certain holders of the Offered Securities and Guarantees, and to use its reasonable best efforts to cause such Registration Statements to be declared and remain effective and usable for the method periods specified in the Registration Rights Agreement and to consummate the Exchange Offer. Each of distribution thereof. The Basic Prospectus the Company and each Guarantor hereby agrees with the Prospectus Supplement is hereinafter referred to several Purchasers as the “Prospectus.”follows:

Introductory. Duke Energy Capital One Auto Receivables, LLCTrust [ ], a Delaware limited liability company statutory business trust (the “Seller”) "Trust"), and Capital One Auto Finance, Inc.Duke Energy Corporation, a Texas corporation, North Carolina corporation (“COAF”the "Corporation"), confirm their agreement with propose that the Representatives Trust issue and the other underwriters named in the applicable Terms Agreement (collectively, the “Underwriters”) as follows: The Seller proposes to sell to the Underwriters named in Schedule A hereto (the notes "Underwriters") % Trust Preferred Securities (liquidation amount $ per preferred security), representing preferred undivided beneficial interests in the assets of the classes designated Trust (the "Preferred Securities"), guaranteed by the Corporation as to the payment of distributions and payments upon liquidation or redemption, to the extent set forth in the applicable Terms Guarantee Agreement (between the Corporation and The Chase Manhattan Bank, as hereinafter defined) trustee thereunder (the “Notes”"Guarantee Trustee"). The Notes are , to be issued by Capital One Prime Auto Receivables Trust 2006-2, a Delaware statutory trust (the “Issuer”) under the Indenture (the “Indenture”), dated as of the Closing Date, between the Issuer and The Bank of New York, Date (as indenture trustee defined in Section 3 hereof) (the “Indenture Trustee”"Guarantee"), and the Trust and the Corporation hereby agree with you as hereinafter set forth in this Agreement. The Notes entire proceeds from the sale of the Preferred Securities will be collateralized combined with the entire proceeds from the sale by the Trust Estate (as defined below). The to the Corporation of its common securities, representing common undivided beneficial interests in the assets of the Issuer Trust (the “Trust Estate”) consist of all money"Common Securities"), accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired will be used by the Issuer under Trust to purchase the Sale Series % Junior Subordinated Notes due (the "Notes") to be issued by the Corporation. The Preferred Securities and Servicing the Common Securities will be issued pursuant to the Amended and Restated Trust Agreement, dated as of , (the Closing Date"Trust Agreement"), by and among the Seller, the Issuer, COAF and the Indenture Trustee (the “Sale and Servicing Agreement”), (ii) the Receivable Files, (iii) the security interests in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the SellerCorporation, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement and the Limited Guaranty and (ix) all proceeds of the foregoing. The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF (the “Purchase Agreement”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. The terms of the Notes are set forth in the Registration Statement (as defined below) and the related Prospectus (as defined below), as supplemented by a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein or in the Terms Agreement (as defined below) shall have the meanings given such terms in Appendix A to the Sale and Servicing Agreement. The Seller has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amendedDepositor, and the rules and regulations of trustees named therein, including The Chase Manhattan Bank, as property trustee (the Commission thereunder (collectively, the “Act”"Property Trustee"), a shelf registration statement on Form S-3 (having the registration number 333-128722), including a form of prospectus, relating to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is hereinafter referred to as the “Prospectus.”1

Introductory. Capital One Auto Receivables, LLCPIH Acquisition Co., a Delaware limited liability company corporation (“PIH”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto (the “SellerPurchasers”) and Capital One Auto Finance, Inc., a Texas corporation, (“COAF”), confirm U.S.$151,000,000 principal amount of their agreement with the Representatives and the other underwriters named in the applicable Terms Agreement (collectively, the “Underwriters”) as follows: The Seller proposes to sell to the Underwriters the notes of the classes designated in the applicable Terms Agreement (as hereinafter defined) 10 3/4% Senior Subordinated Notes Due 2013 (the “NotesOffered Securities”). The Notes are ) to be issued by Capital One Prime Auto Receivables Trust 2006-2, a Delaware statutory trust under an indenture to be dated as of the Closing Date (the “Issuer”as defined below) under the Indenture (the “Indenture”), dated as of the Closing Date, between the Issuer and The Bank of New York, as indenture trustee (the “Indenture Trustee”). The Notes will be collateralized by the Trust Estate (as defined below). The assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing Date, by and among the SellerCompany, the Issuer, COAF and the Indenture Trustee (the “Sale and Servicing Agreement”), (ii) the Receivable Files, (iii) the security interests in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement and the Limited Guaranty and (ix) all proceeds of the foregoing. The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF (the “Purchase Agreement”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. The terms of the Notes are set forth in the Registration Statement Guarantors (as defined below) and ▇▇▇▇▇ Fargo Bank, National Association, as Trustee in a private transaction pursuant to Section 4(2) of the related Prospectus United States Securities Act of 1933, as amended (the “Securities Act”). As part of the transactions described under the heading “The Transactions” in the Offering Document (as defined below), as supplemented PIH, an affiliate of Genstar Capital Partners (“Genstar”) and the other equity investors (collectively with Genstar, the “Investors”), pursuant to that certain Agreement and Plan of Merger, dated July 16, 2005 (the “Merger Agreement”), by and among Panolam Holdings II Co., PIH, Panolam Industries Holdings, Inc. (“Holdings”) and TC Group, L.L.C., will merge (the “Acquisition”) with and into Holdings. Through a Prospectus Supplement series of mergers (collectively, the “Mergers”), Holdings will ultimately be merged with and into Panolam Industries International, Inc. (the “Company”) and the Company and its subsidiaries will become direct or indirect wholly owned subsidiaries of Holdings. Upon consummation of the Acquisition and the Mergers, the Company, by operation of law, will assume all of PIH’s obligations under this Agreement, and the Company will be the issuer of the Offered Securities. The Offered Securities will be, on the Closing Date (as defined below), guaranteed (the “Guarantees”) on a senior subordinated basis by each of the subsidiaries listed on Schedule B hereto (collectively, the “Guarantors”). Capitalized terms used herein but not defined herein or in The holders of the Terms Agreement (as defined below) shall have the meanings given such terms in Appendix A Offered Securities will be entitled to the Sale benefits of a Registration Rights Agreement to be dated as of the Closing Date among the Company, the Guarantors and Servicing the Purchasers (the “Registration Rights Agreement. The Seller has prepared ”), pursuant to which the Company and filed the Guarantors agree to file a registration statement with the Securities and Exchange Commission (the “Commission”) in accordance registering the exchange and/or resale of the Offered Securities under the Securities Act. This Agreement (including the counterparts to be executed concurrently with the provisions consummation of the Securities Act of 1933, as amended, Acquisition and the rules Mergers by the Company and regulations the Guarantors), the Indenture, the Offered Securities, the Guarantees, the Exchange Securities (as defined in the Registration Rights Agreement), the Guarantees of the Commission thereunder (collectively, Exchange Securities and the “Act”), a shelf registration statement on Form S-3 (having the registration number 333-128722), including a form of prospectus, relating to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is Registration Rights Agreement are referred to in this Agreement collectively as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is hereinafter referred to as the “Prospectus.”the

Introductory. Capital One Auto Receivables, Prologis Euro Finance LLC, a Delaware limited liability company (the “Seller”) and Capital One Auto Finance, Inc., a Texas corporation, (“COAFIssuer”), confirm their agreement with proposes to issue and sell to the Representatives and the other several underwriters named in Schedule A hereto (the applicable Terms Agreement “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof), acting severally and not jointly, the respective amounts set forth in Schedule A hereto of €550,000,000 aggregate principal amount of the Issuer’s 4.000% Notes due 2034 (collectivelythe “Debt Securities”). BNP Paribas, Crédit Agricole Corporate and Investment Bank, HSBC Bank plc, J.▇. ▇▇▇▇▇▇ Securities plc and M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. International plc have agreed to act as lead managers of the several Underwriters (in such capacity, the “UnderwritersLead Managers”) as follows: The Seller proposes to sell to in connection with the Underwriters the notes offering and sale of the classes designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”). The Notes are to be issued by Capital One Prime Auto Receivables Trust 2006-2, a Delaware statutory trust (the “Issuer”) under the Indenture (the “Indenture”), dated as of the Closing Date, between the Issuer and The Bank of New York, as indenture trustee (the “Indenture Trustee”). The Notes will be collateralized by the Trust Estate Securities (as defined below). The assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing AgreementSecurities will be issued pursuant to an indenture, dated as of the Closing DateAugust 1, by and among the Seller, the Issuer, COAF and the Indenture Trustee (the “Sale and Servicing Agreement”), (ii) the Receivable Files, (iii) the security interests in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement and the Limited Guaranty and (ix) all proceeds of the foregoing. The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF (the “Purchase Agreement”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. The terms of the Notes are set forth in the Registration Statement 2018 (as defined below) (the “Base Indenture”), among the Issuer, Prologis, L.P., a Delaware limited partnership, as the parent guarantor (the “Parent Guarantor” and, together with the Issuer, the “Transaction Parties”), and U.S. Bank National Association, as trustee (the related Prospectus (as defined below“Trustee”), as supplemented by a Prospectus Supplement (the first supplemental indenture, dated as defined below). Capitalized terms used herein but not defined herein or in the Terms Agreement (as defined below) shall have the meanings given such terms in Appendix A to the Sale and Servicing Agreement. The Seller has prepared and filed with the Securities and Exchange Commission of August 1, 2018 (the “Commission”) in accordance First Supplemental Indenture” and, together with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectivelyBase Indenture, the “ActIndenture”), a shelf registration statement on Form S-3 among the Issuer, the Parent Guarantor, the Trustee and Elavon Financial Services DAC, UK Branch, as paying agent (having the registration number 333-128722“Paying Agent”), including a form providing for the issuance of prospectusdebt securities in one or more series, relating all of which will be entitled to the Notesbenefit of the Guarantees referred to below. The registration statement Securities will be issued in book-entry form and registered in the name of a common depositary or its nominee on behalf of Clearstream Banking, S.A., (“Clearstream”) and Euroclear Bank SA/NV, as amended has been declared effective by operator of the Commission not more than three years prior Euroclear System (“Euroclear”). Pursuant to the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms AgreementIndenture, the most recent such amendment Parent Guarantor has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein agreed to irrevocably and including all information unconditionally guarantee on a senior basis (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.Guarantees” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplementand, together with the Debt Securities, the “Securities”), to each holder of Debt Securities, (i) the full and prompt payment of the principal of and any amendment thereof or supplement theretopremium, is hereinafter referred to if any, on any Debt Securities when and as the “Prospectus Supplement”same shall become due, whether at the maturity thereof, by acceleration, redemption or otherwise and (ii) to the prospectus included in the Registration Statement (such prospectus, together with full and prompt payment of any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised interest on any Debt Securities when and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes same shall become due and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is hereinafter referred to as the “Prospectuspayable.”

Introductory. Capital One Auto Receivables, LLCFirst Potomac Realty Trust, a Delaware limited liability company Maryland real estate investment trust (the “Seller”) and Capital One Auto Finance, Inc., a Texas corporation, (“COAFCompany”), confirm their agreement with proposes to issue and sell to the Representatives and the other several underwriters named in the applicable Terms Agreement Schedule A (collectively, the “Underwriters”) as follows: The Seller proposes to sell an aggregate of 6,500,000 of its common shares (the “Firm Shares”) of beneficial interest, par value $.001 per share (the “Common Shares”). In addition, the Company has granted to the Underwriters the notes of the classes designated in the applicable Terms Agreement (as hereinafter defined) an option to purchase up to an additional 975,000 Common Shares (the “NotesOption Shares”), as provided in Section 2. The Notes Firm Shares and, if and to the extent such option is exercised, the Option Shares are collectively called the “Shares.” KeyBanc Capital Markets Inc. (“KBCM”) and ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo”) have agreed to be issued by Capital One Prime Auto Receivables Trust 2006-2act as the representatives of the several Underwriters (in such capacity, collectively, the “Representatives”) in connection with the offering and sale of the Shares. The Company is the sole general partner of First Potomac Realty Investment Limited Partnership, a Delaware statutory trust limited partnership (the “Issuer”) under the Indenture (the “IndentureOperating Partnership”), dated that serves as of the Closing Date, between the Issuer and The Bank of New York, as indenture trustee (the “Indenture Trustee”)Company’s primary operating partnership subsidiary. The Notes will be collateralized by the Trust Estate (as defined below). The assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing Date, by and among the Seller, the Issuer, COAF and the Indenture Trustee (the “Sale and Servicing Agreement”), (ii) the Receivable Files, (iii) the security interests in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement and the Limited Guaranty and (ix) all proceeds of the foregoing. The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF (the “Purchase Agreement”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. The terms of the Notes are set forth in the Registration Statement (as defined below) and the related Prospectus (as defined below), as supplemented by a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein or in the Terms Agreement (as defined below) shall have the meanings given such terms in Appendix A to the Sale and Servicing Agreement. The Seller Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of ), under the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Securities Act”), a on July 1, 2011 an automatic shelf registration statement statement, as defined in Rule 405 under the Securities Act, on Form S-3 (having the registration number File No. 333-128722175330), including a form of prospectus, relating to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof. If any a post-effective amendment has been thereto filed with respect theretoon February 14, prior 2013, which registration statement contains a base prospectus relating to certain securities, including the execution and delivery of the applicable Terms AgreementShares, the most recent such amendment has been declared effective to be issued by the CommissionCompany from time to time (the “Base Prospectus”). Such registration statement, including such post-effective amendment thereto and all other amendments thereto filed prior to the Applicable Time (as amended at the time of effectivenessherein defined), including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is herein referred to in this Agreement as the “Registration Statement.,” shall be deemed to include all information omitted therefrom in reliance upon Rules 430A or 430B under the Securities Act and all information incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act. The final prospectus supplement to the Base Prospectus relating to the Shares and the offering thereof filed by the Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplementSecurities Act, together in the form first furnished or made available to the Underwriters for use in connection with any amendment thereof or supplement theretothe offering of the Shares, is hereinafter herein referred to as the “Prospectus Supplement”) Prospectus.” The Base Prospectus, as supplemented by any preliminary prospectus supplement relating to the prospectus included in Shares and the Registration Statement (such prospectus, together with any amendment offering thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed by the Company with the Commission pursuant to Rule 424(b) and used prior to the date hereof is hereinafter herein referred to as a “Preliminary Prospectus.” Any reference herein to the Registration Statement, any Preliminary Prospectus or the Prospectus or to any amendment or supplement to any of the foregoing documents shall be deemed to refer to and include any documents incorporated by reference therein and any supplements or amendments thereto, filed with the Commission after the Effective Date (as herein defined) of the Registration Statement or the issue date of any Preliminary Prospectus or the Prospectus under Rule 424(b) under the Securities Act, as the case may be, and prior to the termination of the offering of the Shares by the Underwriters. All references in this Underwriting Agreement (this “Agreement”) to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any Preliminary Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Securities Act to be a part of or included in the Registration Statement, any Preliminary Prospectus or the Prospectus, as the case may be, prior to the execution and delivery of this Agreement; and all references in this Agreement to amendments or supplements to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to include the filing of any document under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Basic Exchange Act”), incorporated or deemed to be incorporated by reference in the Registration Statement, such Preliminary Prospectus or the Prospectus”) relating to , as the Notes case may be, at or after the execution and delivery of this Agreement. Each of the Company and the method of distribution thereof. The Basic Prospectus and Operating Partnership hereby confirms its agreements with the Prospectus Supplement is hereinafter referred to Underwriters as the “Prospectus.”follows:

Introductory. Capital One Auto Receivables, LLC, a Delaware limited liability company (the “Seller”) and Capital One Auto FinancePly Gem Industries, Inc., a Texas corporation, (“COAF”), confirm their agreement with the Representatives and the other underwriters named in the applicable Terms Agreement (collectively, the “Underwriters”) as follows: The Seller proposes to sell to the Underwriters the notes of the classes designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”). The Notes are to be issued by Capital One Prime Auto Receivables Trust 2006-2, a Delaware statutory trust corporation (the “Issuer”) proposes, subject to the terms and conditions stated herein, to issue and sell to the several purchasers named in Schedule A hereto (the “Initial Purchasers”) U.S. $700,000,000 principal amount of its 11.75% Senior Secured Notes due 2013 (the “Offered Securities”). The Offered Securities will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended (the “Securities Act”). The Offered Securities will be issued under an indenture to be dated as of June 9, 2008 (the Indenture “Closing Date”) (the “Indenture”), dated among the Issuer, the Subsidiary Guarantors (as of the Closing Datehereinafter defined), between the Issuer Ply Gem Holdings, Inc. (“Holdings”) and The US Bank of New YorkTrust National Association, as indenture trustee (the “Indenture Trustee”). The Notes Offered Securities will be collateralized unconditionally guaranteed (the “Guarantees”) on a senior secured basis by Holdings and the Trust Estate Issuer’s subsidiaries listed as such on Schedule B hereto (as defined belowthe “Subsidiary Guarantors” and, together with Holdings, the “Guarantors”). The Issuer, the Guarantors, the Trustee and the collateral agent (in such capacity, the “Notes Collateral Agent”), will enter into the Collateral Agreement (the “Collateral Agreement”). On the Closing Date, the Issuer will also enter into a credit agreement (the “Credit Agreement”) among the Issuer, Holdings, the subsidiaries of the Issuer identified therein as guarantors, the lenders from time to time party thereto and Credit Suisse as administrative agent, that will provide for a new asset-based senior secured revolving credit facility in an aggregate principal amount of up to U.S. $150,000,000 (the “New Credit Facility”). The Offered Securities and the Guarantees will be secured (i) on a first-priority lien basis (subject to certain exceptions and permitted liens) on substantially all the tangible and intangible assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing Date, by and among the Seller, the Issuer, COAF and the Indenture Trustee Guarantors (the “Sale and Servicing Agreement”)other than accounts receivable, (ii) the Receivable Filesinventory, (iii) the security interests in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement and the Limited Guaranty and (ix) all proceeds of the foregoing. The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF (the “Purchase Agreement”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. The terms of the Notes are set forth in the Registration Statement (as defined below) and the related Prospectus (as defined below), as supplemented by a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein or in the Terms Agreement (as defined below) shall have the meanings given such terms in Appendix A to the Sale and Servicing Agreement. The Seller has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (having the registration number 333-128722), including a form of prospectus, relating to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is hereinafter referred to as the “Prospectus.”accounts,

Introductory. Capital One Auto Receivables, LLCPPL Corporation, a Delaware limited liability company Pennsylvania corporation (the “SellerCompany”) ), and PPL Capital One Auto FinanceFunding, Inc., a Texas corporation, Delaware corporation (“COAFPPL Capital Funding” and together with the Company, the “Issuers”), confirm their agreement with the Representatives propose to issue and sell, and the other underwriters several Underwriters named in the applicable Terms Agreement Section 3 hereof (collectively, the “Underwriters”), for whom you are acting as representatives (the “Representatives”) as follows: The Seller propose, severally and not jointly, to purchase, upon the terms and conditions set forth herein, an aggregate of 20,000,000 Equity Units (the “Underwritten Securities”), the terms of which are set forth on Schedule A. Additionally, the Company proposes to issue and sell to the Underwriters several Underwriters, for the notes sole purpose of covering over-allotments in connection with the sale of the classes designated Underwritten Securities, at the option of the Underwriters, up to an additional 3,000,000 Equity Units (the “Option Securities”). The Underwritten Securities and any Option Securities are herein referred to as the “Securities”. Each Equity Unit will initially consist of (a) a 1/20 or 5% undivided beneficial ownership interest in the applicable Terms Agreement (as hereinafter defined) $1,000 principal amount of PPL Capital Funding’s 4.625% Junior Subordinated Notes due 2018 (the “Notes”) guaranteed by the Company and (b) a stock purchase contract (a “Purchase Contract”) under which the holder of the Equity Unit will purchase from the Company on July 1, 2013, for an amount in cash equal to the stated amount per Security of $50 (the “Stated Amount”), a number of shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”), as set forth in such Purchase Contract. The Notes are to and the Guarantees will be issued by Capital One Prime Auto Receivables Trust 2006-2, a Delaware statutory trust pursuant to an Indenture (the “IssuerBase Indenture”) under ), as amended by a Supplemental Indenture, dated as of the Indenture Closing Date (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), dated as of including the Closing Datesubordinated guarantees set forth therein (the “Guarantees”), between among PPL Capital Funding, the Issuer Company and The Bank of New YorkYork Mellon, as indenture trustee (the “Indenture Trustee”). The Notes will be collateralized by In accordance with the Trust Estate (as defined below). The assets terms of the Issuer a Purchase Contract and Pledge Agreement (the “Trust EstatePurchase Contract and Pledge Agreement”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing Date, by and to be entered into among the SellerCompany, the IssuerThe Bank of New York Mellon, COAF and the Indenture Trustee as Purchase Contract Agent (the “Sale Purchase Contract Agent”) and Servicing AgreementThe Bank of New York Mellon, as Collateral Agent (the “Collateral Agent”), (ii) the Receivable Files, (iii) the security interests in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights holders of the Issuer Equity Units will pledge the Notes to secure the funds on deposit from time holders’ obligations to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, purchase Common Stock under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement and the Limited Guaranty and (ix) all proceeds of the foregoingContracts. The Receivables and related property Purchase Contracts will be conveyed to the Seller by COAF issued pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller Contract and COAF (the “Purchase Agreement”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Pledge Agreement. The terms of Purchase Contracts and the Purchase Contract and Pledge Agreement are herein collectively referred to as the “Units Agreements”. The Purchase Contracts together with the related Notes are set forth herein referred to as “Corporate Units”. A holder of Corporate Units, at its option, may elect to create “Treasury Units” by substituting pledged U.S. treasury securities for any pledged ownership interests in the Registration Statement (as defined below) Notes. Unless otherwise indicated, the term “Equity Units” includes both Corporate Units and the related Prospectus (as defined below), as supplemented by a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein or in the Terms Agreement (as defined below) shall have the meanings given such terms in Appendix A to the Sale and Servicing AgreementTreasury Units. The Seller has prepared and Issuers have filed with the Securities and Exchange Commission (the “Commission”) in accordance with a joint automatic shelf registration statement on Form S-3 (Nos. 333-158200 and 333-158200-03), including the provisions related preliminary prospectus or prospectuses, which registration statement became effective upon filing under Rule 462(e) (“Rule 462(e)”) of the rules and regulations of the Commission (the “Securities Act Regulations”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder amended (collectively, the “Securities Act”), a shelf . Such registration statement on Form S-3 (having covers the registration number 333-128722), including a form of prospectus, relating to the NotesSecurities under the Securities Act. The registration statement as amended has been declared effective by the Commission not more than three years prior to Promptly after the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms this Agreement, the most recent Company and PPL Capital Funding will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such amendment has been declared effective by the Commission. Such prospectus that was omitted from such registration statement, as amended statement at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) it became effective but that is deemed to be part of the and included in such registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to as “Rule 430B Information.” Each prospectus used in this Agreement connection with the offering of the Securities that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations that has not been approved in writing by the Company, PPL Capital Funding and the Representatives) and includes the documents incorporated by reference therein pursuant to Item 12 of Form S-3 is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise deemed to be a part thereof or included therein by the Securities Act Regulations, is herein called the “Registration Statement.” The Company proposes to file with Registration Statement at the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, time it originally became effective is hereinafter referred to as herein called the “Prospectus Supplement”) to the Original Registration Statement.” The final prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears first furnished to the Underwriters for use in connection with the offering of the Securities, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof and any preliminary prospectuses that form a part thereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement Statement, any preliminary prospectus, the Prospectus or in any amendment or supplement to any of the form most recently revised and foregoing shall be deemed to include the copy filed with the Commission pursuant to Rule 424(bits Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is hereinafter referred incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Basic ProspectusExchange Act”) relating which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Notes and Registration Statement, such preliminary prospectus or the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is hereinafter referred to Prospectus, as the “Prospectuscase may be.”

Introductory. Capital One Santander Drive Auto Receivables, Receivables LLC, a Delaware limited liability company (the “Seller” or “Depositor”) ), and Capital One Auto Finance, Santander Consumer USA Inc., a Texas corporation, an Illinois corporation (“COAFSC”), confirm their agreement with RBC Capital Markets, LLC (the Representatives and “Representative”), as representative of the other several underwriters named in the applicable Terms Agreement (collectively, the “Underwriters” and each, an “Underwriter”) listed in Section 2 of the Terms Exhibit attached hereto as Exhibit A (the “Terms Exhibit”) as follows: The Seller proposes to sell to the Underwriters the notes of the classes designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”). The Notes are to be issued by Capital One Prime Santander Drive Auto Receivables Trust 20062023-23, a Delaware statutory trust (the “Issuer”), will issue the notes specified in Section 1 of the Terms Exhibit (the “Issued Notes”) under pursuant to the Indenture Indenture, dated as of the Closing Date (as defined below) (the “Indenture”), dated as of the Closing Date, between the Issuer and The Bank of New YorkCitibank, N.A., as indenture trustee (the “Indenture Trustee”). The Seller proposes to sell to the Underwriters the Issued Notes will be collateralized by specified in Section 3 of the Trust Estate Terms Exhibit (as defined belowthe “Notes”). The assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing DateDate (the “Sale and Servicing Agreement”), by and among the Seller, the Issuer, COAF SC, as servicer, and the Indenture Trustee (Trustee, the “Sale Related Security relating thereto and Servicing Agreement”), (ii) the Receivable Files, (iii) the security interests in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables Collections thereon after the applicable Cut-Off Date, (vii) any other property securing the Receivablesall Receivable Files, (viiii) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts (other than the Certificate Distribution Account) established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein, other than as provided in Section 3.7 of the Sale and Servicing Agreement), (viiiv) the rights of the Seller, as buyer, under the Purchase Agreement, (viiiv) the rights of the Issuer under the Sale and Servicing Agreement and the Limited Guaranty Administration Agreement and (ixvi) all proceeds of the foregoing. The Issued Notes will be collateralized by the Trust Estate. The Receivables and related property will be conveyed to the Seller by COAF SC pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF Date (the “Purchase Agreement”) ), between the Seller and SC, and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. The terms of the Notes are set forth in the Registration Statement (as defined below) and the related Prospectus (as defined below), as supplemented by a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein or in the Terms Agreement (as defined below) Exhibit shall have the meanings given such terms in Appendix A to the Sale and Servicing Agreement. The Seller has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 SF-3 (having the registration number 333-128722261901), including a form of prospectus, relating to the Notesoffering of asset-backed notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof, or the Seller has prepared and filed (before the expiration of such three year period) with the Commission in accordance with the Act, a new shelf registration statement on Form SF-3 and such new registration statement includes unsold securities covered by the earlier registration statement, which such unsold securities may continue to be offered and sold until the earlier of the effective date of the new registration statement or 180 days after the third anniversary of the initial effective date of the prior registration statement, as permitted pursuant to paragraph (a)(5) of Rule 415 of the Act. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms this Underwriting Agreement, the most recent such amendment has shall have been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B 430D under the Act, is referred to in this Underwriting Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus Supplement”) to the final prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement theretoas amended and supplemented, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is hereinafter referred to as the “Prospectus.”

Introductory. Capital One Auto ReceivablesRBS Global, Inc., a Delaware corporation and Rexnord LLC, a Delaware limited liability company (each, an “Issuer” and together, the “Seller”) and Capital One Auto Finance, Inc., a Texas corporation, (“COAFIssuers”), confirm their agreement agree with the Representatives and the other underwriters several initial purchasers named in the applicable Terms Agreement Schedule A hereto (collectively, the “UnderwritersPurchasers”) as follows: The Seller proposes subject to the terms and conditions stated herein, to issue and sell to the Underwriters the notes several Purchasers U.S.$500,000,000 principal amount of the classes designated in the applicable Terms Agreement (as hereinafter defined) Issuers’ 4.875% senior notes due 2025 (the “NotesOffered Securities”). The Notes are ) to be issued by Capital One Prime Auto Receivables Trust 2006-2under an indenture, a Delaware statutory trust (to be dated as of December 7, 2017 and as supplemented through the “Issuer”) under the Indenture Closing Date (the “Indenture”), dated as of the Closing Date, between the Issuer and The Bank of New YorkIssuers, as indenture trustee (the “Indenture Trustee”). The Notes will be collateralized by the Trust Estate Guarantors (as defined below), and ▇▇▇▇▇ Fargo Bank, National Association, as Trustee. The assets Offered Securities will be unconditionally guaranteed as to the payment of principal and interest by all of the Issuer existing and future domestic subsidiaries of the Issuers that guarantee the Credit Agreement Amendment (as defined below) (such subsidiaries, the “Guarantors” and such guarantees, the “Guarantees”). In addition, Rexnord Corporation, a Delaware corporation (“Rexnord Corporation”) will provide a separate guaranty of the Offered Securities that will provide, among other things, that it will be released at any time upon Rexnord Corporation’s request (the “Trust EstateRexnord Guarantee”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property ). In connection with the offering of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale Offered Securities and Servicing Agreement, dated as of the Closing Date, by and among the Seller, the Issuer, COAF and the Indenture Trustee (the “Sale and Servicing Agreement”), (ii) the Receivable Files, (iii) the security interests described in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement and the Limited Guaranty and (ix) all proceeds of the foregoing. The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF (the “Purchase Agreement”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. The terms of the Notes are set forth in the Registration Statement General Disclosure Package (as defined below) and the related Prospectus Final Offering Circular (as defined below), as supplemented by a Prospectus Supplement the Issuers and certain of their subsidiaries will enter into an amendment to the Issuers’ Credit Agreement, to be dated on or about the Closing Date (as defined below). Capitalized terms used herein but not defined herein or in , with Credit Suisse AG, as administrative agent, and the Terms Agreement (as defined below) shall have the meanings given such terms in Appendix A to the Sale lenders and Servicing Agreement. The Seller has prepared and filed with the Securities and Exchange Commission other parties party thereto (the “CommissionCredit Agreement Amendment”) in accordance with ). For the provisions purposes of this Agreement, the term “Transactions” means, collectively, the issuance and sale of the Securities Act Offered Securities, the issuance of 1933the Guarantees and the Rexnord Guarantee, as amendedthe execution of the Credit Agreement Amendment and the borrowings thereunder, and the rules payment of all fees and regulations expenses related thereto. For purposes of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (having the registration number 333-128722), including a form of prospectus, relating to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms this Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is hereinafter referred to as the “Prospectus.”:

Introductory. Capital One Auto Receivables, LLC, a Delaware limited liability company (the “Seller”) and Capital One Auto Finance, Inc., a Texas corporation, (“COAF”), confirm their agreement with the Representatives and the other underwriters named in the applicable Terms Agreement (collectively, the “Underwriters”) as follows: The Seller proposes to sell to the Underwriters the notes of the classes designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”). The Notes are to be issued by Capital One Prime Auto Receivables Finance Trust 20062007-2C, a Delaware statutory trust (the “Issuer”) under the Indenture (the “Indenture”), dated as of the Closing Date, between the Issuer and The Deutsche Bank of New YorkTrust Company Americas, as indenture trustee (the “Indenture Trustee”). The Notes will be collateralized by the Trust Estate (as defined below). The assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing Date, by and among the Seller, the Issuer, COAF and the Indenture Trustee (the “Sale and Servicing Agreement”), (ii) the Receivable Files, (iii) the security interests in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement and Agreement, the Limited Guaranty and the Interest Rate Swap Agreement and (ix) all proceeds of the foregoing. The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF (the “Purchase Agreement”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. On the Closing Date, the Issuer will enter into an interest rate swap agreement with the Initial Swap Counterparty to hedge the floating interest rate on the Class A-2-B, the Class A-3-B and the Class A-4-B Notes (the “Swap Agreement”). On the Closing Date the Note Insurer will issue a note guaranty insurance policy (the “Note Insurance Policy”) guaranteeing certain payments due in respect of the Notes. The terms of the Notes are set forth in the Registration Statement (as defined below) and the related Prospectus (as defined below), as supplemented by a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein or in the Terms Agreement (as defined below) shall have the meanings given such terms in Appendix A to the Sale and Servicing Agreement. The Seller has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (having the registration number 333-128722142062), including a form of prospectus, relating to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is are hereinafter referred to as the “Prospectus.”

Introductory. Capital One Auto Receivables, LLC, a Delaware limited liability company (the “Seller”) and Capital One Auto Finance, Inc., a Texas corporation, (“COAF”), confirm their agreement with the Representatives and the other underwriters named in the applicable Terms Agreement (collectively, the “Underwriters”) as follows: The Seller proposes to sell to the Underwriters the notes of the classes designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”). The Notes are to be issued by Capital One Prime Auto Receivables Finance Trust 2006-2A, a Delaware statutory trust (the “Issuer”) under the Indenture (the “Indenture”), dated as of the Closing Date, between the Issuer and The Bank of New YorkJPMorgan Chase Bank, N.A., as indenture trustee (the “Indenture Trustee”). The Notes will be collateralized by the Trust Estate (as defined below). The assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing Date, by and among the Seller, the Issuer, COAF and the Indenture Trustee (the “Sale and Servicing Agreement”), (ii) the Receivable Files, (iii) the security interests in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement and Agreement, the Limited Guaranty and the Interest Rate Swap Agreement and (ix) all proceeds of the foregoing. The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF (the “Purchase Agreement”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. On the Closing Date, the Issuer will enter into an interest rate swap agreement with the Initial Swap Counterparty to hedge the floating interest rate on the Class A-4 Notes (the “Swap Agreement”). On the Closing Date the Note Insurer will issue a note guaranty insurance policy (the “Note Insurance Policy”) guaranteeing certain payments due in respect of the Notes. The terms of the Notes are set forth in the Registration Statement (as defined below) and the related Prospectus (as defined below), as supplemented by a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein or in the Terms Agreement (as defined below) shall have the meanings given such terms in Appendix A to the Sale and Servicing Agreement. The Seller has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (having the registration number 333-128722), including a form of prospectus, relating to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus.” Prior to the time the first Contract of Sale (as defined below) for the Notes designated in the Terms Agreement (the “Time of Sale”), the Seller had prepared a preliminary prospectus,

Introductory. Capital One Auto Receivables▇▇▇▇▇ Energy Holdings, LLC, a Delaware limited liability company (the “Seller”) and Capital One Auto Finance, Inc., a Texas corporation, (“COAFJEH LLC”), confirm their agreement and ▇▇▇▇▇ Energy Finance Corp., a Delaware corporation (“Finance Corp.” and, together with the Representatives and the other underwriters named in the applicable Terms Agreement (collectivelyJEH LLC, the “UnderwritersIssuers”), agree with Credit Suisse Securities (USA) as follows: The Seller proposes LLC (the “Purchaser”), subject to the terms and conditions stated herein, to issue and sell to the Underwriters the notes Purchaser an aggregate $450,000,000 principal amount of the classes designated in the applicable Terms Agreement (as hereinafter defined) their 9.250% Senior Secured First Lien Notes due 2023 (the “Notes”). The Notes are ) to be issued by Capital One Prime Auto Receivables Trust 2006-2under an indenture, a Delaware statutory trust (dated the “Issuer”) under the Indenture Closing Date (the “Indenture”), dated as of the Closing Date, between the Issuer Issuers, the Guarantors (as defined below) and The Bank of New YorkUMB Bank, N.A., as indenture trustee (the “Indenture Trustee”). The Notes will be collateralized unconditionally guaranteed (the “Guarantees” and, together with the Notes, the “Offered Securities”) as to the payment of principal and interest by ▇▇▇▇▇ Energy, Inc., a Delaware corporation (the Trust Estate “Parent”), Nosley Assets, LLC, a Delaware limited liability company, ▇▇▇▇▇ Energy, LLC, a Texas limited liability company, Nosley SCOOP, LLC, a Delaware limited liability company, and Nosley Acquisition, LLC, a Delaware limited liability company (each a “Guarantor” and, collectively, the “Guarantors”). As described in the General Disclosure Package and the Final Offering Circular (each as defined below). The , the Offered Securities will be secured on a first-priority basis by the liens on certain of the assets of the Issuer (Issuers and the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated Guarantors. Pursuant to: · a collateral agency agreement that will be entered into as of the Closing Date, by and among the Seller, the Issuer, COAF and the Indenture Trustee Date (the “Sale and Servicing Collateral Agency Agreement”)) among JEH LLC, (ii) the Receivable Files, (iii) the security interests in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights each of the Issuer to the funds on deposit other grantors and guarantors from time to time in party thereto, the Trust Accounts Trustee, ▇▇▇▇▇ Fargo Bank, N.A., as collateral agent (the “Collateral Agent”), ▇▇▇▇▇ Fargo Bank, N.A., as administrative agent and any the other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property secured representatives from time to time credited thereto party thereto; · the other security agreements and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement and the Limited Guaranty and (ix) all proceeds of the foregoing. The Receivables and related property documents that will be conveyed to the Seller by COAF pursuant to the Purchase Agreement, dated entered into as of the Closing DateDate among the Collateral Agent and each grantor and guarantor from time to time party thereto (collectively, between the Seller and COAF (the “Purchase AgreementSecurity Documents”); · deeds of trust and mortgages (collectively, the “Mortgages”) encumbering the interests of the Issuers and will other grantors in certain real property (each such property, a “Mortgaged Property” and, collectively, the “Mortgaged Properties”), to be conveyed to the Issuer made and delivered by the Seller pursuant to Issuers and other grantors as required by the Sale and Servicing Agreement. The terms Indenture in favor of the Notes are set forth Collateral Agent; and · any supplements or other instruments or documents or agreements entered into, made or delivered in connection with any of the Registration Statement (as defined below) and the related Prospectus foregoing or to secure any additional Collateral (as defined below), in each case as supplemented by a Prospectus Supplement each of the foregoing may from time to time be amended (as defined below). Capitalized terms used herein but not defined herein or in the Terms Agreement (as defined below) shall have the meanings given such terms in Appendix A to the Sale and Servicing Agreement. The Seller has prepared and filed together with the Securities and Exchange Commission (Collateral Agency Agreement, the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, Security Documents and the rules and regulations of the Commission thereunder (Mortgages, collectively, the “ActCollateral Documents”), a shelf registration statement on Form S-3 (having the registration number 333-128722), including a form of prospectus, relating to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery respective obligations of the applicable Terms Agreement, Issuers and the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B Guarantors under the Act, is referred to in this Agreement as Indenture and the “Registration Statement.” The Company proposes to file with Offered Securities will be secured by first-priority liens on the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus Supplement”) to the prospectus included Collateral described in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, Indenture and set forth in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is hereinafter referred to as the “Prospectusrespective Collateral Document.”

Introductory. Capital One Auto ReceivablesSunnova Sol III Issuer, LLC, a Delaware limited liability company (the “Seller”) and Capital One Auto Finance, Inc., a Texas corporation, (“COAFIssuer”), confirm their agreement with proposes, subject to the Representatives terms and the other underwriters named in the applicable Terms Agreement (collectivelyconditions stated herein, the “Underwriters”) as follows: The Seller proposes to sell to Credit Suisse Securities (USA) LLC (the Underwriters “Initial Purchaser”), the notes of the classes designated in the applicable Terms Agreement (as hereinafter defined) 2.58% Solar Asset Backed Notes, Series 2021-1 (the “Notes”), in the Initial Outstanding Note Balance set forth in Exhibit D attached to this note purchase agreement (this “Agreement”). The Notes are to be issued by Capital One Prime Auto Receivables Trust 2006-2On the Closing Date, Sunnova Sol III Holdings, LLC, a Delaware statutory trust limited liability company (“Sunnova Sol Holdings”), Sunnova Intermediate Holdings, LLC, a Delaware limited liability company (“Sunnova Intermediate Holdings”), and a wholly-owned subsidiary of Sunnova Energy Corporation, a Delaware corporation (“Sunnova Energy”), Sunnova Sol III Depositor, LLC, a Delaware limited liability company (the “IssuerDepositor”) under and the Indenture Issuer will enter into a sale and contribution agreement (the “IndentureContribution Agreement”), dated as of the Closing Date, pursuant to which: (i) Sunnova Sol Holdings will acquire the Conveyed Property from Sunnova Intermediate Holdings; (ii) the Depositor will acquire the Conveyed Property from Sunnova Sol Holdings; and (iii) the Issuer will acquire the Conveyed Property from the Depositor. The Notes are to be issued under an indenture, dated as of the Closing Date (the “Indenture”), by and between the Issuer and The Bank of New YorkWilmington Trust, National Association, a national banking association, as indenture trustee (in such capacity, the “Indenture Trustee”). The Notes Pursuant to the Indenture, the Issuer will be collateralized by pledge the Trust Estate (as defined below). The assets including the Conveyed Property and the rights and remedies under the Contribution Agreement) to the Indenture Trustee for the benefit of the Issuer (Noteholders to secure the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing AgreementNotes. Pursuant to a transaction management agreement, dated as of the Closing Date, by and among between the SellerIssuer and Sunnova TE Management, the IssuerLLC, COAF and the Indenture Trustee a Delaware limited liability company (the “Sale and Servicing AgreementSunnova Management”), (ii) Sunnova Management will provide certain administrative, collection and other management services to the Receivable FilesIssuer and in respect of the Managing Members and the interest, (iii) the security interests in the Financed Vehicles rights and all Certificates of Title in the Financed Vehiclesobligations thereof. Finally, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Datetransaction, (v) any other property securing the Receivables, (vi) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement and the Limited Guaranty and (ix) all proceeds of the foregoing. The Receivables and related property Sunnova Energy will be conveyed to the Seller by COAF pursuant to the Purchase Agreementdeliver a performance guaranty, dated as of the Closing Date, between in favor of the Seller Issuer and COAF (the Indenture Trustee for the benefit of the Noteholders. The Issuer, Depositor and Sunnova Energy are referred to herein as a “Sunnova NPA Party” and collectively, the “Purchase AgreementSunnova NPA Parties”) . The Sunnova NPA Parties, and will be conveyed together with Sunnova Management, Sunnova Sol Holdings, Sunnova Intermediate Holdings, each Managing Member and each [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the Issuer by company if publicly disclosed. Project Company are referred to herein as a “Sunnova Entity” and collectively, the Seller pursuant to the Sale and Servicing Agreement“Sunnova Entities”. The terms of the Notes are set forth in the Registration Statement (as defined below) and the related Prospectus (as defined below), as supplemented by a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein or in the Terms Agreement (as defined below) shall have the meanings given such terms in Appendix A to the Sale and Servicing Agreement. The Seller has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (having the registration number 333-128722), including a form of prospectus, relating to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Actpromulgated thereunder, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter herein referred to as the “Prospectus SupplementSecurities Act”) . Capitalized terms used in this Agreement but not otherwise defined shall have the meanings set forth in the “Standard Definitions” attached as Annex A to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is hereinafter referred to as the “ProspectusIndenture.”

Introductory. Capital One Auto Receivables, LLC▇▇▇▇▇▇▇ ▇▇▇▇ Homes, a Delaware limited liability company corporation (the “SellerCompany”) and Capital One Auto Finance, Inc., a Texas corporation, (“COAF”), confirm their agreement agrees with the Representatives and the other underwriters several Underwriters named in the applicable Terms Agreement Schedule A hereto (collectively, the “Underwriters”) as follows: The Seller proposes to sell to the Underwriters 1,000,000 6.50% tangible equity units (the notes “Units”) of the classes designated Company (such tangible equity units being hereinafter referred to as the “Firm Securities”). The Company also agrees to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 150,000 Units (“Optional Securities”), as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” Each Offered Security has a stated amount of $100 (the “Stated Amount”) and consists of (1) a prepaid stock purchase contract (each, a “Purchase Contract”) under which the holder has purchased and the Company will agree to automatically deliver on December 1, 2017, subject to acceleration in connection with any early settlement of such Purchase Contract pursuant to the applicable Terms provisions thereof and of the Purchase Contract Agreement (the “Purchase Contract Agreement”), to be dated as hereinafter definedof the Closing Date (as defined herein), by and between the Company, U.S. Bank National Association, as purchase contract agent (in such capacity, the “Purchase Contract Agent”) and U.S. Bank National Association, as trustee under the Indenture (as defined herein) (the “NotesTrustee”). The Notes are to be issued by Capital One Prime Auto Receivables Trust 2006-2, a Delaware statutory trust number of shares (the “IssuerIssuable Common Stock”) under of Class A Common Stock, par value $0.01 per share (the Indenture “Common Stock”) of the Company, determined pursuant to the terms of the Purchase Contract and the Purchase Contract Agreement and (2) a senior subordinated amortizing note with a scheduled final installment payment date of December 1, 2017 (each, an “Amortizing Note’) issued by the Company, each of which Amortizing Note will have an initial principal amount of $18.01 and will pay equal quarterly installment of $1.625 (or, in the case of the installment payment due on March 1, 2015, $1.8056), which in the aggregate would be equivalent to a 6.50% cash distribution per year on the Stated Amount per Offered Security. The Amortizing Notes will be issued pursuant to an indenture, as supplemented by a related supplemental indenture, in each case, to be dated as of the Closing Date (together, as further amended and supplemented, the “Indenture”), dated as of the Closing Date, by and between the Issuer Company and The Bank of New York, as indenture trustee (the “Indenture Trustee”). The Notes Purchase Contracts will be collateralized by the Trust Estate (as defined below). The assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing Date, by and among the Seller, the Issuer, COAF and the Indenture Trustee (the “Sale and Servicing Agreement”), (ii) the Receivable Files, (iii) the security interests in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement and the Limited Guaranty and (ix) all proceeds of the foregoing. The Receivables and related property will be conveyed to the Seller by COAF issued pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF (the “Purchase Agreement”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Contract Agreement. The terms of the Notes are set forth in the Registration Statement (as defined below) and the related Prospectus (as defined below), as supplemented by a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein or in the Terms Agreement (as defined below) shall have the meanings given such terms in Appendix A to the Sale and Servicing Agreement. The Seller has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (having the registration number 333-128722), including a form of prospectus, relating to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms This Agreement, the most recent such amendment has been declared effective by Offered Securities, the Commission. Such registration statementPurchase Contract Agreement, as amended at the time of effectiveness, including all material incorporated by reference therein Issuable Common Stock and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is Indenture are referred to in this Agreement herein collectively as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)Securities Documents”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus Supplement”) . Each reference herein to the prospectus included in Offered Securities, the Registration Statement (such prospectus, together with any amendment thereof Firm Securities or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant Optional Securities will be deemed to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating include a reference to the Notes constituent Purchase Contracts and Amortizing Notes, unless the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is hereinafter referred to as the “Prospectuscontext otherwise requires.”

Introductory. Capital One Auto Receivables, LLC, a Delaware limited liability company (the “Seller”) and Capital One Auto FinanceEXCO Resources, Inc., a Texas corporation, corporation (“COAF”the "Company"), confirm their agreement with proposes, subject to the Representatives terms and the other underwriters named in the applicable Terms Agreement (collectivelyconditions stated herein, the “Underwriters”) as follows: The Seller proposes to issue and sell to the Underwriters the notes of the classes designated several initial purchasers named in the applicable Terms Agreement (as hereinafter defined) Schedule A hereto (the “Notes”). The "Purchasers") U.S. $350,000,000 principal amount of its 71/4% Senior Notes are due 2011 ("Offered Securities") to be issued by Capital One Prime Auto Receivables Trust 2006-2, a Delaware statutory trust (the “Issuer”) under the Indenture (the “Indenture”)an indenture, dated as of the Closing DateJanuary 20, between the Issuer and The Bank of New York, as indenture trustee 2004 (the “Indenture Trustee”"Indenture"). The Notes will be collateralized by , among the Trust Estate Company, the EXCO Guarantors (as defined below). The assets of the Issuer (the “herein) and Wilmington Trust Estate”) consist of all moneyCompany, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing Date, by and among the Seller, the Issuer, COAF and the Indenture Trustee (the “Sale and Servicing Agreement”"Trustee"), on a private placement basis pursuant to an exemption under Section 4(2) of the United States Securities Act of 1933, as amended (iithe "Securities Act"). As part of the transactions (the "Transactions") the Receivable Files, (iii) the security interests as defined in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement and the Limited Guaranty and (ix) all proceeds of the foregoing. The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF (the “Purchase Agreement”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. The terms of the Notes are set forth in the Registration Statement (as defined below) and the related Prospectus Preliminary Offering Circular (as defined below), NCE Acquisition, Inc., a Delaware corporation, ("NCE Acquisition") and a wholly-owned subsidiary of the Company, has made a tender offer (the "Tender Offer") for all of the outstanding common stock of North Coast Energy, Inc., a Delaware corporation ("NCE"), and, following consummation of the Tender Offer, will merge with and into NCE with NCE as supplemented by a Prospectus Supplement the surviving corporation (the "Merger"), pursuant to and on the terms and conditions contained in the Agreement and Plan of Merger (the "Merger Agreement"), dated as defined belowof November 26, 2003, as amended and restated on December 4, 2003, among the Company, NCE Acquisition, NCE and Nuon Energy & Water Investments, Inc. ("NEW"). Capitalized terms used herein but not defined herein or in Concurrently with the Terms consummation of the Merger, (1) NCE and its domestic subsidiaries (collectively, the "NCE Guarantors") will execute counterparts to this Agreement (the "Counterparts to this Agreement") and the Registration Rights Agreement (as defined below) shall have (the meanings given such terms in Appendix A "Counterparts to the Sale Registration Rights Agreement"), which will cause the obligations of NCE Acquisition under this Agreement and Servicing Agreementthe Registration Rights Agreement which survive past the closing date of the Merger to be contractually assumed by NCE and its domestic subsidiaries, (2) NCE and its domestic subsidiaries (collectively, the "NCE Guarantors") will enter into a supplemental indenture relating to the Indenture (the "Supplemental Indenture"), which Supplemental Indenture will cause the NCE Guarantors to guarantee the Offered Securities, and (3) the Company and certain subsidiaries of the Company will enter into an amended and restated senior secured credit agreement with Bank One, NA, as administrative agent, BNP Paribus, as syndication agent, and the lenders named therein, and Addison Energy, Inc., an Alberta, Canada corporation ("Addison Energy"), will enter into an amended and restated credit agreement with Bank ▇▇▇, ▇▇, ▇▇▇▇▇▇ Branch, as administrative agent, BNP Paribas (Canada) and JPMorgan Chase Bank, Toronto Branch, as co-syndication agents, and the lenders named therein (both credit agreements with the related guaranties and security documents, the "Amended Credit Facility"). The Seller has prepared Amended Credit Facility will replace the existing credit agreement among the Company, Bank One, NA, as administrative agent, BNP Paribas and filed JPMorgan Chase Bank, as co-syndication agents, and the lenders named therein, and the existing credit agreement among Addison Energy and ▇▇▇▇ ▇▇▇, ▇▇, ▇▇▇▇▇▇ Branch, as administrative agent, BNP Paribas (Canada) and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ Branch, as co-syndication agents, and the lenders named therein (both existing credit agreements with the related guaranties and security documents, the "Existing Credit Agreement"). The Offered Securities will be unconditionally guaranteed (the "Guaranties") on a senior unsecured basis by each of the Company's domestic subsidiaries (the "EXCO Guarantors") and, immediately upon consummation of the Merger and execution of the Supplemental Indenture, by the NCE Guarantors. The NCE Guarantors and the EXCO Guarantors are listed on Schedule B hereto and are collectively referred to as the "Guarantors"). If the Closing Date (as defined below) occurs prior to the consummation of the Tender Offer, the Company will, on the Closing Date, deposit with Wilmington Trust Company (the "Escrow Agent") the gross proceeds of the offering of the Offered Securities, together with an amount of cash or treasury securities (the "Escrowed Funds") so that the amount in escrow will be sufficient to pay the special mandatory redemption price for the Offered Securities, when and if due. In the event that the Tender Offer is either terminated or not consummated on or prior to March 4, 2004 or the Merger Agreement is terminated at any time prior thereto, the Company will redeem the Offered Securities at a redemption price equal to 100% of the principal amount of the Offered Securities, plus accrued and unpaid interest to the date of redemption. If the Tender Offer is consummated on or prior to March 4, 2004, the Escrowed Funds will be released to the Company in accordance with the terms of the Escrow Agreement (the "Escrow Agreement") among the Company, the EXCO Guarantors and the Escrow Agent. The Offered Securities will on the Closing Date (as defined below) be secured on a second-priority basis by certain collateral (the "Collateral") as described in the Offering Document (as defined below) and, as will be more fully described in and pursuant to the Intercreditor Agreement to be dated as of January 20, 2004 among the Company, the EXCO Guarantors, Bank One, NA, as credit agent ("Credit Agent"), and the Trustee (the "Intercreditor Agreement"), the Pledge Agreement between the Company and the Trustee, as collateral agent (in such capacity, the "Collateral Agent"), to be dated as of January 20, 2004 (the "Pledge Agreement") and, together with the Intercreditor Agreement (the "Security Documents"). The Trustee, the Collateral Agent and each holder of the Offered Securities and the successors and assigns of the foregoing are collectively referred to as the "Secured Parties". This Agreement (including the Counterparts to this Agreement), the Indenture, the Supplemental Indenture, the Offered Securities, the Exchange Securities (as defined in the Registration Rights Agreement referred to below), the Registration Rights Agreement (including the Counterparts to the Registration Rights Agreement), the Escrow Agreement and the Security Documents are sometimes referred to in this Agreement collectively as the "Operative Documents." The Merger Agreement and the Amended Credit Facility are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger; provided, however, that for purposes of the representations and warranties set forth in Section 2 hereof insofar as they relate to NCE and its subsidiaries, it is agreed and understood that the Company and the EXCO Guarantors are making such representations and warranties to the best of their knowledge. The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement, to be dated as of January 20, 2004 among the Company, the EXCO Guarantors and the Purchasers (the "Registration Rights Agreement"), for so long as such Offered Securities constitute "Transfer Restricted Securities" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Company agrees to file a registration statement with the Securities and Exchange Commission (the “"Commission”") in accordance registering the resale of the Offered Securities under the Securities Act. Following the Tender Offer, the NCE Guarantors will become parties to the Registration Rights Agreement pursuant to the Counterparts to the Registration Rights Agreement. The Company and the Guarantors hereby agree with the provisions of the Securities Act of 1933, Purchasers as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (having the registration number 333-128722), including a form of prospectus, relating to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is hereinafter referred to as the “Prospectus.”follows:

Introductory. Capital One Santander Drive Auto Receivables, Receivables LLC, a Delaware limited liability company (the “Seller” or “Depositor”) ), and Capital One Auto Finance, Santander Consumer USA Inc., a Texas corporation, an Illinois corporation (“COAFSC”), confirm their agreement with Citigroup Global Markets Inc. (the Representatives and “Representative”), as representative of the other several underwriters named in the applicable Terms Agreement (collectively, the “Underwriters” and each, an “Underwriter”) listed in Section 2 of the Terms Exhibit attached hereto as Exhibit A (the “Terms Exhibit”) as follows: The Seller proposes to sell to the Underwriters the notes of the classes designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”). The Notes are to be issued by Capital One Prime Santander Drive Auto Receivables Trust 20062024-21, a Delaware statutory trust (the “Issuer”), will issue the notes specified in Section 1 of the Terms Exhibit (the “Issued Notes”) under pursuant to the Indenture Indenture, dated as of the Closing Date (as defined below) (the “Indenture”), dated as of the Closing Date, between the Issuer and The Bank of New YorkCitibank, N.A., as indenture trustee (the “Indenture Trustee”). The Seller proposes to sell to the Underwriters the Issued Notes will be collateralized by specified in Section 3 of the Trust Estate Terms Exhibit (as defined belowthe “Notes”). The assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing DateDate (the “Sale and Servicing Agreement”), by and among the Seller, the Issuer, COAF SC, as servicer, and the Indenture Trustee (Trustee, the “Sale Related Security relating thereto and Servicing Agreement”), (ii) the Receivable Files, (iii) the security interests in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables Collections thereon after the applicable Cut-Off Date, (vii) any other property securing the Receivablesall Receivable Files, (viiii) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts (other than the Certificate Distribution Account) established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein, other than as provided in Section 3.7 of the Sale and Servicing Agreement), (viiiv) the rights of the Seller, as buyer, under the Purchase Agreement, (viiiv) the rights of the Issuer under the Sale and Servicing Agreement and the Limited Guaranty Administration Agreement and (ixvi) all proceeds of the foregoing. The Issued Notes will be collateralized by the Trust Estate. The Receivables and related property will be conveyed to the Seller by COAF SC pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF Date (the “Purchase Agreement”) ), between the Seller and SC, and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. The terms of the Notes are set forth in the Registration Statement (as defined below) and the related Prospectus (as defined below), as supplemented by a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein or in the Terms Agreement (as defined below) Exhibit shall have the meanings given such terms in Appendix A to the Sale and Servicing Agreement. The Seller has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 SF-3 (having the registration number 333-128722261901), including a form of prospectus, relating to the Notesoffering of asset-backed notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof, or the Seller has prepared and filed (before the expiration of such three year period) with the Commission in accordance with the Act, a new shelf registration statement on Form SF-3 and such new registration statement includes unsold securities covered by the earlier registration statement, which such unsold securities may continue to be offered and sold until the earlier of the effective date of the new registration statement or 180 days after the third anniversary of the initial effective date of the prior registration statement, as permitted pursuant to paragraph (a)(5) of Rule 415 of the Act. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms this Underwriting Agreement, the most recent such amendment has shall have been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B 430D under the Act, is referred to in this Underwriting Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus Supplement”) to the final prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement theretoas amended and supplemented, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is hereinafter referred to as the “Prospectus.”

Introductory. Capital One Auto Receivables, LLC, a Delaware limited liability company Onyx Acceptance Financial Corporation (the “Seller”"Company") and Capital One Auto Finance, Inc., a Texas corporation, proposes to cause Onyx Acceptance Grantor Trust 1998-1 (“COAF”), confirm their agreement with the Representatives and the other underwriters named in the applicable Terms Agreement (collectively, the “Underwriters”"Trust") as follows: The Seller proposes to sell to the Underwriters the notes of the classes designated in the applicable Terms Agreement (as hereinafter defined) Merr▇▇▇ ▇▇▇ch, Pier▇▇, ▇▇nn▇▇ & ▇mit▇ ▇▇▇orporated (the “Notes”"Representative") and Solomon Brothers Inc. (together with the Representative the "Underwriters") ____% Auto Loan Pass-Through Certificates, Series 1998-1 (the "Certificates"). The Notes are to Certificates will be issued by Capital One Prime Auto Receivables Trust 2006-2pursuant to a Pooling and Servicing Agreement between the Company, a Delaware statutory trust as Seller, Onyx Acceptance Corporation as Servicer (the “Issuer”) under the Indenture "Servicer" or "Onyx"), Bankers Trust Company as Trustee (the “Indenture”"Trustee"), dated as of the Closing DateMarch 1, between the Issuer and The Bank of New York, as indenture trustee 1998 (the “Indenture Trustee”"Pooling and Servicing Agreement"). The Notes will be collateralized by Pursuant to an insurance and reimbursement agreement (the Trust Estate "Insurance Agreement") among the Company, Onyx Acceptance Corporation, the Trustee and MBIA Insurance Corporation (as defined belowthe "Insurer"), the Insurer has issued its financial guarantee insurance policy (the "Guarantee") to the Trustee for the benefit of the Certificateholders guaranteeing timely payment of interest and principal on the Certificates. The assets of the Issuer (the “Trust Estate”) consist of all moneywill include, accountsamong other things, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) a pool (the Receivables acquired "Contract Pool") of fixed rate Rule of 78's and Simple Interest Method motor vehicle retail installment sales contracts (the "Contracts") secured by new and used automobiles and light-duty trucks (the "Financed Vehicles"), certain monies due or to become due thereunder on or after the Cutoff Date (as hereinafter defined), such Contracts to be sold to the Trust by the Issuer under Seller and serviced by the Sale and Servicing Agreement, dated as of the Closing Date, by and among the Seller, the Issuer, COAF and the Indenture Trustee (the “Sale and Servicing Agreement”)Servicer, (ii) the Receivable FilesGuarantee, (iii) the security interests in the Financed Vehicles and all Certificates of Title in the rights to receive proceeds from claims on certain insurance policies covering the Financed VehiclesVehicles or the individual obligors under each related Contract and the right to proceeds under a blanket insurance policy, (iv) any proceeds from claims all amounts on any Insurance Policy and refunds deposit in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off DateCollection Account, (v) any other property securing the Receivablesright of the Company to cause Onyx to repurchase certain Contracts under certain circumstances, and (vi) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement and the Limited Guaranty and (ix) all proceeds of the foregoing. The Receivables and related property Certificates will be conveyed issued in an aggregate principal amount of $___________ which is equal to the Seller by COAF pursuant to the Purchase Agreement, dated outstanding principal balance of Contracts as of the Closing DateMarch 1, between the Seller and COAF 1998 (the “Purchase Agreement”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. The terms of the Notes are set forth in the Registration Statement (as defined below) and the related Prospectus (as defined below), as supplemented by a Prospectus Supplement (as defined below"Cut-Off Date"). Capitalized terms used herein but and not otherwise herein defined herein or in the Terms Agreement (as defined below) shall have the meanings given assigned to such terms in Appendix A to the Sale Pooling and Servicing Agreement. The Seller has prepared and filed Company hereby agrees with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933Underwriters, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (having the registration number 333-128722), including a form of prospectus, relating to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is hereinafter referred to as the “Prospectus.”follows:

Introductory. Capital One Auto Receivables, LLC, a Delaware limited liability company (the “Seller”) and Capital One Auto FinanceEnergy XXI Gulf Coast, Inc., a Texas corporation, Delaware corporation (the “COAFCompany”), confirm their agreement with the Representatives and the other underwriters named in the applicable Terms Agreement (collectively, the “Underwriters”) as follows: The Seller proposes to issue and sell to the Underwriters several Initial Purchasers named in Schedule A (the notes “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $650,000,000 aggregate principal amount of the classes designated in the applicable Terms Agreement (as hereinafter defined) Company’s 6.875% Senior Notes due 2024 (the “Notes”). The Notes are Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. have agreed to be issued by Capital One Prime Auto Receivables Trust 2006-2, a Delaware statutory trust act as the representatives of the several Initial Purchasers (the “IssuerRepresentatives”) under in connection with the Indenture offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture (the “Indenture”), to be dated as of the Closing DateDate (as defined in Section 2 hereof), between among the Issuer Company, the Guarantors (as defined below) and The Bank of New YorkW▇▇▇▇ Fargo Bank, National Association, as indenture trustee (the “Indenture Trustee”). The Notes will be collateralized issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”). The payment of principal of, premium on, if any, and interest on the Notes will be unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) Energy XXI (Bermuda) Limited, a limited exempt company organized under the Trust Estate laws of Bermuda (the “Parent”), and (ii) the Company’s subsidiaries listed on the signature page hereto (collectively, the “Subsidiaries” and, together with the Parent, the “Initial Guarantors”) pursuant to their guarantees (the “Guarantees”). Any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture (together with the Initial Guarantors, the “Guarantors”) shall be deemed to be a Guarantor. The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.” The Securities are being issued to finance a portion of the consideration for the acquisition (the “Acquisition”) of EPL Oil & Gas, Inc. (“EPL”) pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) among the Company, the Parent, C▇▇▇▇ Merger Sub, Inc., and EPL, dated March 12, 2014. The Acquisition and the issuance and sale of the Securities, and the other related transactions described herein and in the Pricing Disclosure Package (as defined below). The assets of the Issuer () are collectively referred to as the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, Transactions.” The Securities will be subject to a Registration Rights Agreement to be dated as of the Closing Date, by and among the Seller, the Issuer, COAF and the Indenture Trustee Date (the “Sale and Servicing Agreement”), (ii) the Receivable Files, (iii) the security interests in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement and the Limited Guaranty and (ix) all proceeds of the foregoing. The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF (the “Purchase Registration Rights Agreement”) among the Company, the Initial Guarantors and will be conveyed to the Issuer by the Seller Initial Purchasers, pursuant to which the Sale Company and Servicing Agreement. The terms of the Notes are set forth in Guarantors will agree to file with the Registration Statement Commission (as defined below) and (i) a registration statement under the related Prospectus (as defined below), as supplemented by a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein or in the Terms Agreement Securities Act (as defined below) shall have relating to another series of debt securities of the meanings given such Company and the guarantees of the Guarantors under the Indenture, each respectively with terms in Appendix A substantially identical to the Sale Notes (the “Exchange Notes”) and Servicing the Guarantees (the “Exchange Guarantees”) to be offered in exchange for the Notes and the Guarantees (the “Exchange Offer”) and (ii) to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its reasonable best efforts to cause such registration statements to be declared effective. The Seller has prepared Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and filed in the manner set forth herein and in the Pricing Disclosure Package and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package. The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of under the Securities Act of 1933, as amendedamended (the “Securities Act,” which term, and as used herein, includes the rules and regulations of the Commission thereunder (collectively, the “Act”promulgated thereunder), a shelf registration statement on Form S-3 (having the registration number 333-128722), including a form of prospectus, relating in reliance upon exemptions therefrom. Pursuant to the Notes. The registration statement as amended has been declared effective by terms of the Commission not more than three years prior Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that the Securities may only be resold or otherwise transferred, after the date hereof. If any post-effective amendment has been filed with respect thereto, prior to if such Securities are registered for sale under the execution and delivery Securities Act or if an exemption from the registration requirements of the applicable Terms Agreement, Securities Act is available (including the most recent such amendment has been declared effective exemptions afforded by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B 144A under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)144A”) a supplement or Regulation S under the Securities Act (such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus SupplementRegulation S”) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is hereinafter referred to as the “Prospectus)).”

Introductory. Capital One Auto Receivables, LLCNorthWestern Corporation, a Delaware limited liability company corporation (the “Seller”) and Capital One Auto Finance, Inc., a Texas corporation, (“COAFCompany”), confirm their agreement with proposes, subject to the Representatives terms and the other underwriters named in the applicable Terms Agreement (collectivelyconditions stated herein, the “Underwriters”) as follows: The Seller proposes to issue and sell to the Underwriters several initial purchasers named in Schedule A hereto (the notes “Purchasers”) U.S. $150,000,000 principal amount of its 6.04% First Mortgage Bonds due 2016 (“Offered Securities”). The United States Securities Act of 1933, as amended, is herein referred to as the “Securities Act”. The Offered Securities are to be issued under the Mortgage and Deed of Trust, dated as of October 1, 1945, of the classes designated in the applicable Terms Agreement Company (as hereinafter definedsuccessor to NorthWestern Energy, L.L.C., in turn successor to The Montana Power Company) to The Bank of New York (as successor to Guaranty Trust Company of New York), as corporate trustee (the “Trustee”), and M▇▇▇ ▇▇▇▇ (as indirect successor to A▇▇▇▇▇ ▇. ▇▇▇▇▇), as individual trustee, as amended and supplemented by various instruments including the supplemental indenture, to be dated as of the Closing Date (as defined herein) (the “Notes”). The Notes are to be issued by Capital One Prime Auto Receivables Trust 2006-2, a Delaware statutory trust (the “Issuer”) under the Indenture (the “Supplemental Indenture”), establishing the terms of the Offered Securities, such Mortgage and Deed of Trust, as so amended and supplemented, being hereinafter called the “Mortgage”. The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement, to be dated as of the Closing Date, between among the Issuer Company and The Bank of New York, as indenture trustee the Purchasers (the “Indenture Trustee”). The Notes will be collateralized by the Trust Estate (as defined below). The assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing Date, by and among the Seller, the Issuer, COAF and the Indenture Trustee (the “Sale and Servicing Registration Rights Agreement”), (ii) the Receivable Files, (iii) the security interests in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to which the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time Company will agree to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement and the Limited Guaranty and (ix) all proceeds of the foregoing. The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF (the “Purchase Agreement”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. The terms of the Notes are set forth in the Registration Statement (as defined below) and the related Prospectus (as defined below), as supplemented by file a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein or in the Terms Agreement (as defined below) shall have the meanings given such terms in Appendix A to the Sale and Servicing Agreement. The Seller has prepared and filed registration statement with the Securities and Exchange Commission (the “Commission”) in accordance registering an exchange offer or the resale of the Offered Securities under the Securities Act. The Company hereby agrees with the provisions of the Securities Act of 1933, several Purchasers as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (having the registration number 333-128722), including a form of prospectus, relating to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is hereinafter referred to as the “Prospectus.”follows:

Introductory. Capital One Auto Receivables, Celanese US Holdings LLC, a Delawar▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (▇▇▇ “▇▇▇▇▇ny”), a wholly-owned subsidiary of Celanese Corporation, a Delaware limited liability company corporation (the “SellerParent Guarantor”), proposes to issue and sell to Deutsche Bank Securities Inc. (“Deutsche Bank”) and Capital One Auto Finance, Inc., a Texas corporation, (“COAF”), confirm their agreement with the Representatives and the other underwriters several Underwriters named in the applicable Terms Agreement Schedule A hereto (collectively, the “Underwriters”) as follows: The Seller proposes to sell to ), acting severally and not jointly, the Underwriters the notes respective amounts set forth in such Schedule A of $500.0 million aggregate principal amount of the classes designated in the applicable Terms Agreement (as hereinafter defined) Company’s 4.625% Senior Notes due 2022 (the “Notes”). The Notes are Deutsche Bank has agreed to be issued by Capital One Prime Auto Receivables Trust 2006-2, a Delaware statutory trust act as the representative of the several Underwriters (the “IssuerRepresentative”) under in connection with the Indenture (the “Indenture”), dated as offering and sale of the Closing Date, between the Issuer and The Bank of New York, as indenture trustee (the “Indenture Trustee”). The Notes will be collateralized by the Trust Estate Securities (as defined below). The assets of the Issuer (the “Trust Estate”) consist of all moneySecurities will be issued pursuant to an indenture, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, to be dated as of the Closing Date, by and among the Seller, the Issuer, COAF and the Indenture Trustee Date (as defined in Section 2 hereof) (the “Sale and Servicing AgreementBase Indenture”), (ii) among the Receivable FilesCompany, (iii) the security interests in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement and the Limited Guaranty and (ix) all proceeds of the foregoing. The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF (the “Purchase Agreement”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. The terms of the Notes are set forth in the Registration Statement Guarantors (as defined below) and the related Prospectus (as defined below)Wells Fargo Bank, National Association, as supplemented by a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein or in the Terms Agreement (as defined below) shall have the meanings given such terms in Appendix A to the Sale and Servicing Agreement. The Seller has prepared and filed with the Securities and Exchange Commission trustee (the “CommissionTrustee”) in accordance with the provisions ). Certain terms of the Securities Act will be estab▇▇▇▇▇d pursuant to a supplemental indenture dated as of 1933the Closing Date (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) to the Base Indenture. Notes will be issued only in book-entry form in the name of Cede & Co., as amendednominee of The Depository Trust Company (the “Depositary”), pursuant to a letter of representations, dated September 16, 2010 (the “DTC Agreement”), among the Company and the Depositary. The payment of principal of, premium, if any, and interest on the rules Notes will be fully and regulations unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally by (i) the Parent Guarantor and (ii) the subsidiaries of the Commission thereunder Company that are listed on Schedule B-1 hereof as “Guarantors” (collectively, the “ActGuarantors”), a shelf registration statement on Form S-3 (having the registration number 333-128722), including a form of prospectus, relating to the Notes. The registration statement as amended has been declared effective by Notes and the Commission not more than three years prior to the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter Guarantees are herein collectively referred to as the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is hereinafter referred to as the “ProspectusSecurities.”

Introductory. Capital One Auto Receivables, LLCCredit Suisse First Boston Mortgage Securities Corp., a Delaware limited liability company corporation (the “Seller”) and Capital One Auto Finance, Inc., a Texas corporation, (“COAF”"DEPOSITOR"), confirm their proposes to form a commercial mortgage trust (the "TRUST"), which will issue, in multiple classes, securities entitled Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2002-CKS4. The Depositor further proposes, subject to the terms and conditions stated in this underwriting agreement with the Representatives and the other underwriters named in the applicable Terms Agreement (collectivelythis "AGREEMENT"), the “Underwriters”) as follows: The Seller proposes to sell to the Underwriters underwriters named in SCHEDULE I hereto (each, an "UNDERWRITER" and, collectively, the notes "UNDERWRITERS"; PROVIDED, HOWEVER, that if you are the only underwriter named in SCHEDULE I hereto, then the terms "Underwriter" and "Underwriters" shall refer solely to you), for whom you act as representative (in such capacity, the "REPRESENTATIVE"), those classes of such securities as are identified on SCHEDULE II hereto (the classes designated of securities identified on SCHEDULE II hereto, collectively, the "CERTIFICATES"). Each Certificate will evidence a fractional undivided, percentage interest or beneficial interest in the applicable Terms Agreement (as hereinafter defined) (the “Notes”)Trust. The Notes are to be issued by Capital One Prime Auto Receivables terms on which the Trust 2006-2, a Delaware statutory trust (will issue the “Issuer”) under the Indenture (the “Indenture”), dated as of the Closing Date, between the Issuer and The Bank of New York, as indenture trustee (the “Indenture Trustee”). The Notes Certificates will be collateralized by specified in the Trust Estate Prospectus (as defined belowin SECTION 2(c)). The assets of the Issuer Trust (all such assets collectively, the “Trust Estate”"TRUST FUND") will consist primarily of all moneya segregated pool of multifamily and commercial mortgage loans (collectively, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i"MORTGAGE LOANS") the Receivables acquired that will be purchased by the Issuer under Depositor from Column Financial, Inc. ("COLUMN"), KeyBank National Association ("KEYBANK") and Salomon Brothers Realty Corp. ("SBRC" and, together with Column and Keybank, the Sale and Servicing Agreement"MORTGAGE LOAN SELLERS"), respectively, pursuant to separate mortgage loan purchase agreements dated as of the Closing DateOctober 17, by and among the Seller2002 (each, a "MORTGAGE LOAN PURCHASE AGREEMENT"). The Trust will be created, the IssuerMortgage Loans will be transferred to the Trust, COAF and the Indenture Trustee (the “Sale and Servicing Agreement”)Certificates will be issued, (ii) the Receivable Files, (iii) the security interests in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale a pooling and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement and the Limited Guaranty and (ix) all proceeds of the foregoing. The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreement, servicing agreement dated as of the Closing DateOctober 11, between the Seller and COAF 2002 (the “Purchase Agreement”) "POOLING AND SERVICING AGREEMENT"), among the Depositor, KeyCorp Real Estate Capital Markets, Inc. d/b/a Key Commercial Mortgage, as master servicer (in such capacity, the "MASTER SERVICER"), Lennar Partners, Inc., as special servicer (in such capacity, the "SPECIAL SERVICER"), and will be conveyed to ▇▇▇▇▇ Fargo Bank Minnesota, N.A., as trustee (in such capacity, the Issuer by "TRUSTEE"). The offering of the Seller Certificates made pursuant to the Sale and Servicing Agreement. The terms of the Notes are set forth in the Registration Statement (as defined belowin SECTION 2(a)) and will be made through the related Prospectus (as defined below), as supplemented by a Prospectus Supplement (as defined below)Underwriters. Capitalized terms used herein but not defined herein or in This Agreement provides for the Terms Agreement (as defined below) shall have the meanings given such terms in Appendix A to the Sale and Servicing Agreement. The Seller has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions sale of the Securities Act of 1933, as amendedCertificates to, and the rules purchase and regulations offering thereof by, the Underwriters. SCHEDULE I sets forth the aggregate amount of each class of Certificates that is to be purchased by each Underwriter. SCHEDULE II sets forth the classes of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (having the registration number 333-128722), including a form of prospectus, relating Certificates subject to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms this Agreement, the most recent such amendment has been declared effective principal balance of each class of the Certificates to be issued and any terms thereof not otherwise specified in the Pooling and Servicing Agreement and the price at which each class of the Certificates is to be purchased by the CommissionUnderwriters from the Depositor. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part The offering of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in Certificates will be governed by this Agreement as the “Registration StatementAgreement.” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is hereinafter referred to as the “Prospectus.”

Introductory. Capital One Auto Receivables, LLCPerpetual Trustees Australia Limited (ABN 86 ▇▇▇ ▇▇▇ ▇▇▇), a Delaware limited liability company corporation duly incorporated and existing under the Corporations ▇▇▇ ▇▇▇▇ (Cth) of the Commonwealth of Australia ("PTAL"), in its capacity as trustee of the SMHL Global Fund No. 5 (the “Seller”) "Fund", and Capital One Auto Finance, Inc., a Texas corporation, PTAL in that capacity being the "ISSUER TRUSTEE" acting at the direction of ME Portfolio Management Limited (“COAF”ABN 79 005 964 134), confirm their agreement with as manager of the Representatives and Fund (the other underwriters named in "MANAGER") of the applicable Terms Agreement (collectively, the “Underwriters”) as follows: The Seller Fund proposes to sell to the several Underwriters listed in Schedule A hereto (the notes "UNDERWRITERS"), for whom Credit Suisse First Boston LLC ("CSFB") is acting as representative (the "REPRESENTATIVE"), U.S.$750,000,000 principal amount of Class A Mortgage Backed Floating Rate Notes (the "CLASS A NOTES" or the "NOTES") issued by the Issuer Trustee. Each Note will be secured by the assets of the classes designated Fund. The Issuer Trustee also proposes to issue Class B Notes (the "CLASS B NOTES") which are not being sold to the Underwriters. The assets of the Fund include, among other things, a pool of variable and fixed rate residential housing loans (the "HOUSING LOANS") initially originated by Members Equity Pty Limited (ABN 56 070 887 679) ("MEMBERS EQUITY") for Superannuation Members Home Loans Origination Fund No. 3 (the "ORIGINATION FUND") including all monies at any time paid or payable thereon or in respect thereof from, after, October___, 2003 (the "CUT-OFF DATE") with respect to payments of principal and after the Closing Date (as defined herein) with respect to payments of interest, rights under certain mortgage insurance policies with respect to the Housing Loans, rights under the Mortgages with respect to the Housing Loans, the amounts on deposit in the applicable Terms Agreement Collection Account, amounts available under the Payment Funding Facility and the Redraw Funding Facility and the rights of the Issuer Trustee under the Basic Documents (as hereinafter defined) (the “Notes”other than rights it holds personally). The Fund will be established pursuant to the Master Trust Deed between the Manager and the Issuer Trustee, dated July 4, 1994 as amended (the "MASTER TRUST DEED") and a Notice of Creation of a Securitisation Fund between the Manager and Issuer Trustee, dated ________, 2003 (the "NOTICE OF CREATION") which sets forth specific provisions regarding the Fund. A Supplementary Bond Terms Notice Class A Notes are and Class B Notes, to be issued by Capital One Prime Auto Receivables Trust 2006-2dated on or about ____________, a Delaware statutory trust 2003 (the “Issuer”"SUPPLEMENTARY BOND TERMS NOTICE CLASS A NOTES AND CLASS B NOTES") under the Indenture (the “Indenture”), dated as of the Closing Date, between the Issuer Trustee, the Note Trustee and the Manager, which sets forth the terms and conditions of the Notes. The Note Trust Deed, to be dated on or about ___________, 2003 (the "NOTE TRUST DEED") by and among the Issuer Trustee, the Manager and The Bank of New York, as indenture trustee York (the “Indenture Trustee”). The Notes will be collateralized by "NOTE TRUSTEE") provides for the Trust Estate (as defined below). The assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property issuance and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing Date, by and among the Seller, the Issuer, COAF and the Indenture Trustee (the “Sale and Servicing Agreement”), (ii) the Receivable Files, (iii) the security interests in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement and the Limited Guaranty and (ix) all proceeds of the foregoing. The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF (the “Purchase Agreement”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. The terms registration of the Notes are set forth in accordance with the Registration Statement terms and conditions attached thereto. Members Equity will act as mortgage manager (as defined belowthe "MORTGAGE MANAGER") and of the related Prospectus (as defined below), as supplemented by a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein or in the Terms Agreement (as defined below) shall have the meanings given such terms in Appendix A to the Sale and Servicing AgreementHousing Loans. The Seller Manager and Members Equity are each a "MEMBERS EQUITY PARTY" and collectively are referred to herein as the "MEMBERS EQUITY PARTIES." The Manager has prepared and filed with the Securities and Exchange Commission (the “Commission”"COMMISSION") in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”"SECURITIES ACT"), a shelf registration statement on Form S-3 (having the registration number 333-128722)statement, including a form of prospectus, relating to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery United States Securities Exchange Act of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement1934, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Actamended, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter herein referred to as the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is hereinafter referred to as the “Prospectus"Exchange Act".”

Introductory. Capital One Auto Receivables, LLC, a Delaware limited liability company (the “Seller”) and Capital One Auto FinanceSensus Metering Systems, Inc., a Texas corporation, Delaware corporation (the “COAFIssuer”), confirm their agreement with which is a wholly owned subsidiary of Sensus Metering Systems (Bermuda 2) Ltd., a company organized under the Representatives laws of Bermuda (“Holdings”), proposes, subject to the terms and the other underwriters named in the applicable Terms Agreement (collectivelyconditions stated herein, the “Underwriters”) as follows: The Seller proposes to issue and sell to the Underwriters several initial purchasers named in Schedule A hereto (the notes “Purchasers”) $275,000,000 aggregate principal amount of the classes designated in the applicable Terms Agreement (as hereinafter defined) its 85/8% Senior Subordinated Notes Due 2013 (the “Notes”). The Notes Offered Securities are to be issued by Capital One Prime Auto Receivables Trust 2006-2, a Delaware statutory trust (the “Issuer”) under the Indenture pursuant to an indenture (the “Indenture”), ) to be dated as of December 17, 2003, among the Closing DateIssuer, between the Issuer Holdings and The U.S. Bank of New YorkNational Association, as indenture trustee (the “Indenture Trustee”). As part of the acquisition (the “Acquisition”) as described under the heading “The Acquisition” in the Offering Document (as defined herein), the Issuer, pursuant to a stock purchase agreement with Invensys plc and certain of its affiliates (the “Stock Purchase Agreement”), will acquire the metering systems business of Invensys plc described in the Offering Document. Immediately prior to the consummation of the Acquisition, certain affiliated funds of The Resolute Fund, L.P. that are managed by The Jordan Company, L.P., and GS Capital Partners 2000, L.P. and certain of its affiliated investment partnerships, will indirectly make a cash contribution of not less than $195,000,000 to Holdings (the “Equity Contribution”). Concurrently with the consummation of the Acquisition, the Issuer will enter into a credit agreement (together with the related guaranties and security documents, the “Credit Agreement”) among itself, the guarantors named therein, CSFB, as administrative agent, and the lenders named therein. The Notes will be collateralized unconditionally guaranteed (the “Guarantees”) on a senior subordinated basis by Holdings, and immediately upon the Trust Estate consummation of the Acquisition, by each of the Issuer’s domestic subsidiaries set forth on Schedule B (the “Subsidiary Guarantors” and together with Holdings, the “Guarantors”); provided, however, that for purposes of the representations and warranties set forth in Section 2 insofar as they relate to the Subsidiary Guarantors prior to the execution of the counterparts of this Agreement in the form attached as Exhibit A pursuant to Section 6(n), it is agreed and understood that the Issuer and the Guarantors are making such representations and warranties to the best of their knowledge; provided further, however, that for purposes of the certificate to be delivered on the Closing Date pursuant to Section 6(g), all such representations and warranties including the representations and warranties relating to the Subsidiary Guarantors shall be true and correct without giving effect to the knowledge qualifier in the immediately preceding proviso. The Guarantees and the Notes are collectively referred to as the “Offered Securities”. The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement, to be dated the Closing Date (as defined belowherein). The assets of , among the Issuer Issuer, the Guarantors and the Purchasers (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing Date, by and among the Seller, the Issuer, COAF and the Indenture Trustee (the “Sale and Servicing Agreement”), (ii) the Receivable Files, (iii) the security interests in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement and the Limited Guaranty and (ix) all proceeds of the foregoing. The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF (the “Purchase Registration Rights Agreement”) and will be conveyed pursuant to which the Issuer by the Seller pursuant agrees to the Sale and Servicing Agreement. The terms of the Notes are set forth in the Registration Statement (as defined below) and the related Prospectus (as defined below), as supplemented by file a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein or in the Terms Agreement (as defined below) shall have the meanings given such terms in Appendix A to the Sale and Servicing Agreement. The Seller has prepared and filed registration statement with the Securities and Exchange Commission (the “Commission”) in accordance registering the resale of the Offered Securities under the Securities Act. This Agreement (including the counterparts to be executed concurrently with the provisions consummation of the Acquisition), the Indenture, the Offered Securities, the Exchange Securities Act of 1933, (as amended, defined in the Registration Rights Agreement) and the rules and regulations Registration Rights Agreement (including the counterparts to be executed concurrently with the consummation of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (having the registration number 333-128722), including a form of prospectus, relating to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if anyAcquisition) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is are sometimes referred to in this Agreement collectively as the “Registration Statement.” Operative Documents”. The Company proposes to file with Stock Purchase Agreement and the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter Credit Agreement are sometimes referred to in this Agreement collectively as the “Prospectus SupplementTransaction Agreements”) to . The Operative Documents and the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter Transaction Agreements are sometimes referred to in this Agreement collectively as the “Basic ProspectusTransaction Documents”) relating . References in this Agreement to the Notes subsidiaries of Holdings shall include all direct and indirect subsidiaries of Holdings after the consummation of the Acquisition. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document (as defined below). The Issuer and the method of distribution thereof. The Basic Prospectus and Guarantors hereby agree with the Prospectus Supplement is hereinafter referred to several Purchasers as the “Prospectus.”follows:

Introductory. Capital One Auto ReceivablesCheniere Energy Partners, LLCL.P., a Delaware limited liability company partnership (the “Seller”) and Capital One Auto Finance, Inc., a Texas corporation, (“COAFCompany”), confirm their agreement agrees with the Representatives and the other underwriters initial purchasers named in the applicable Terms Agreement Schedule A hereto (collectively, the “UnderwritersPurchasers”) as follows: The Seller proposes subject to the terms and conditions stated herein, to issue and sell to the Underwriters the notes of the classes designated Purchasers in the applicable Terms Agreement (as hereinafter defined) aggregate $1,200,000,000 principal amount of its 5.750% Senior Notes due 2034 (the “Notes”). The Notes are to shall be issued by Capital One Prime Auto Receivables Trust 2006-2under the indenture, a Delaware statutory trust dated as of September 18, 2017 (the “Issuer”) under the Indenture (the “Base Indenture”), among the Company, the Guarantors (as defined herein) and The Bank of New York Mellon, as Trustee (the “Trustee”), as supplemented by the ninth supplemental indenture that will be dated as of the Closing Date, between relating to the Issuer and The Bank of New York, as indenture trustee Notes (the “Ninth Supplemental Indenture”, and together with the Base Indenture, the “Indenture”). The payment of principal, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed in accordance with the guarantee terms set forth in the Indenture Trusteeby each of the Company’s subsidiaries that from time to time guarantee the Credit and Guaranty Agreement, dated June 23, 2023, among the Company, the subsidiary guarantors party thereto from time to time, the lenders party thereto from time to time and MUFG Bank, Ltd. as administrative agent, as it may be amended, restated, supplemented or otherwise modified from time to time, or as it may be refinanced, replaced, refunded or renewed, which as of the date of this agreement, includes Cheniere Energy Investments, LLC (“Cheniere Energy Investments”), Sabine Pass LNG-GP, LLC (“SPLNG GP”), Sabine Pass LNG, L.P. (“SPLNG”), Sabine Pass Tug Services, LLC (“Sabine Pass Tug Services”), Cheniere Creole Trail Pipeline, L.P. (“CTPL”) and Cheniere Pipeline GP Interests, LLC (“CTPL GP”) (collectively, the “Guarantors”), pursuant to such guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities”. The holders of the Securities will be collateralized by entitled to the Trust Estate (as defined below). The assets benefits of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreementa registration rights agreement, dated as of the Closing Date, by and among the Seller, the Issuer, COAF and the Indenture Trustee Date (the “Sale and Servicing Registration Rights Agreement”), (ii) among the Receivable FilesCompany, (iii) the security interests in Guarantors and the Financed Vehicles and all Certificates of Title in the Financed VehiclesPurchasers, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to which the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement Company and the Limited Guaranty and (ix) all proceeds of the foregoing. The Receivables and related property will be conveyed Guarantors agree to the Seller by COAF pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF (the “Purchase Agreement”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. The terms of the Notes are set forth in the Registration Statement (as defined below) and the related Prospectus (as defined below), as supplemented by file a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein or in the Terms Agreement (as defined below) shall have the meanings given such terms in Appendix A to the Sale and Servicing Agreement. The Seller has prepared and filed registration statement with the Securities and Exchange Commission (the “Commission”) in accordance with registering the provisions exchange of registered securities for the Securities or resale of the Securities under the United States Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder amended (collectively, the “Securities Act”)) with terms substantially identical to the Securities (the “Exchange Notes” which, along with the Guarantees related thereto, are herein collectively referred to as the “Exchange Securities”) or, under specified circumstances, a shelf registration statement on Form S-3 (having the registration number 333-128722), including a form of prospectus, relating with respect to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery resale of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration StatementNotes.” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is hereinafter referred to as the “Prospectus.”

Introductory. Capital One Auto Receivables, LLCiStar Inc., a Delaware limited liability company Maryland corporation (the “SellerCompany”), confirms its agreement with ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and Capital One Auto Finance, Inc., a Texas corporation, (“COAF”), confirm their agreement with the Representatives and the other several underwriters named in the applicable Terms Agreement Schedule A hereto (collectively, the “Underwriters”) as follows: The Seller proposes to sell ), with respect to the Underwriters sale by the notes Company and the purchase by the Underwriters, acting severally and not jointly, of the classes designated respective principal amounts set forth in such Schedule A of $375,000,000 aggregate principal amount of the applicable Terms Agreement Company’s 6.00% Senior Notes due 2022 (the “Securities”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as hereinafter definedthe representative of the several Underwriters (the “Representative”) in connection with the offering and sale of the Securities. The Securities will be issued pursuant to an indenture, dated as of February 5, 2001, between the Company and US Bank Trust National Association, as trustee (the “Trustee”) (the “NotesBase Indenture”). The Notes are , as amended by the Twenty-ninth Supplemental Indenture, to be issued by Capital One Prime Auto Receivables Trust 2006-2dated as of March 13, a Delaware statutory trust 2017 between the Company and the Trustee relating to the Securities (such supplemental indenture, together with the “Issuer”) under the Indenture (Base Indenture, the “Indenture”), dated as . The Securities will be issued only in book-entry form in the name of the Closing Date, between the Issuer and The Bank of New YorkCede & Co., as indenture trustee nominee of The Depository Trust Company (the “Indenture TrusteeDepositary”). The Notes will ) pursuant to a letter of representations, to be collateralized by dated on or before the Trust Estate Closing Date (as defined belowin Section 2 hereof), among the Company, the Trustee and the Depositary. The assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing This Agreement, dated as of the Closing Date, by and among the Seller, the Issuer, COAF Securities and the Indenture Trustee (are referred to herein as the “Sale and Servicing Agreement”), (ii) the Receivable Files, (iii) the security interests in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement and the Limited Guaranty and (ix) all proceeds of the foregoing. Transaction Documents.” The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF (the “Purchase Agreement”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. The terms of the Notes are set forth in the Registration Statement (as defined below) and the related Prospectus (as defined below), as supplemented by a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein or in the Terms Agreement (as defined below) shall have the meanings given such terms in Appendix A to the Sale and Servicing Agreement. The Seller Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-198576), which contains a base prospectus (the “Base Prospectus”), to be used in accordance connection with the provisions public offering and sale of debt securities, including the Securities, and other securities of the Company under the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Securities Act”), a shelf registration statement on Form S-3 (having and the registration number 333-128722), including a form of prospectus, relating offering thereof from time to time in accordance with Rule 415 under the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the CommissionSecurities Act. Such registration statement, as amended at including the time of effectivenessfinancial statements, including all material incorporated by reference therein exhibits and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement schedules thereto, in the form in which it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is hereinafter referred to as the “Prospectus.”became effective under the

Introductory. Capital One Santander Drive Auto Receivables, Receivables LLC, a Delaware limited liability company (the “Seller”), Santander Drive Auto Receivables Trust 2007-3, a Delaware statutory trust (the “Issuer”) and Capital One Auto Finance, Santander Consumer USA Inc., a Texas corporation, an Illinois corporation (“COAFSantander Consumer”), confirm their agreement with the Representatives Wachovia Capital Markets, LLC and the other underwriters named in the applicable Terms Agreement (collectively, the “Underwriters”) as follows: The Seller proposes to sell to the Underwriters the notes of the classes designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”). The Notes are to be issued by Capital One Prime Auto Receivables Trust 2006-2, a Delaware statutory trust (the “Issuer”) Issuer under the Indenture (the “Indenture”), dated as of the Closing Date, between the Issuer and The Bank of New YorkW▇▇▇▇ Fargo Bank, National Association, as indenture trustee (the “Indenture Trustee”). The Notes will be collateralized by the Trust Estate (as defined below). The assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation limitation: (i) all right, title, and interest of the Receivables Seller in and to the Contracts acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing Date, by and among the Seller, the Issuer, COAF and Santander Consumer, W▇▇▇▇ Fargo Bank, National Association as the Indenture Trustee (the “Sale and Servicing Agreement”), ) and all monies due thereunder after the applicable Cut-Off Date; (ii) the Receivable Files, (iii) interest of the Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Contracts and all Certificates any accessions thereto; (iii) the interest of Title the Seller in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements physical damage, credit life or disability, or other insurance policies maintained by the Obligors thereon covering the Financed Vehicles or the Obligors relating to Receivables which became Defaulted Receivables the Contracts and any proceeds from the liquidation of Contracts or the related Financed Vehicles; (iv) all right, title and interest (but not the obligations) of the Seller in and to the Contribution Agreement and the Sale and Servicing Agreement, insofar as such right, title and interest relates to the Contracts, the related Contract Files or the related Financed Vehicles, including the right of the Seller to cause the Originator, as applicable, to repurchase the Contracts from the Seller under certain circumstances; (v) the interest of the Seller in any Dealer Recourse relating to the Contracts; (vi) the interest of the Seller in certain rebates of premiums and other amounts relating to insurance policies and other items financed under the Contracts in effect after the applicable Cut-Off Date, ; (v) any other property securing the Receivables, (vivii) the rights of the Issuer to the Trust Accounts and all funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, Seller therein; (viii) the related Contract Files; (ix) rights under the Sale and Servicing Interest Rate Swap Agreement and payments made by the Limited Guaranty Swap Counterparty thereunder; and (ixx) the proceeds of any and all proceeds of the foregoing. The Receivables Contracts and related property the Related Security will be conveyed to the Seller by COAF Santander Consumer pursuant to the Purchase Contribution Agreement, dated as of the Closing Date, between the Seller and COAF Santander Consumer (the “Purchase Contribution Agreement”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. On the Closing Date, the Issuer will enter into an interest rate swap agreement with the Swap Counterparty to hedge the floating interest rate on the Class A-2-B Notes and the Class A-4-B Notes (the “Swap Agreement”). On the Closing Date the Insurer will issue a note guaranty insurance policy (the “Note Policy”) guaranteeing certain payments due in respect of the Class A Notes and a swap policy (the “Swap Policy”) guaranteeing certain payments due by the Issuer to the Swap Counterparty. On the Closing Date, the Letter of Credit Bank will issue a Reserve Account Letter of Credit for the benefit of the Indenture Trustee, the Insurer and the Noteholders. The terms of the Notes are set forth in the Registration Statement (as defined below) and the related Prospectus (as defined below), as supplemented by a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein or in the Terms Agreement (as defined below) shall have the meanings given such terms in Appendix A to the Sale and Servicing Agreement. The Seller has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (having the registration number 333-128722139609), including a form of prospectus, relating to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof. If any post-effective amendment has been filed with respect thereto, thereto prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is hereinafter referred to as the “Prospectus.”,

Introductory. Capital One Santander Drive Auto Receivables, Receivables LLC, a Delaware limited liability company (the “Seller” or “Depositor”) ), and Capital One Auto Finance, Santander Consumer USA Inc., a Texas corporation, an Illinois corporation (“COAFSC”), confirm their agreement with BMO Capital Markets Corp. (the Representatives and “Representative”), as representative of the other several underwriters named in the applicable Terms Agreement (collectively, the “Underwriters” and each, an “Underwriter”) listed in Section 2 of the Terms Exhibit attached hereto as Exhibit A (the “Terms Exhibit”) as follows: The Seller proposes to sell to the Underwriters the notes of the classes designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”). The Notes are to be issued by Capital One Prime Drive Auto Receivables Trust 20062021-23, a Delaware statutory trust (the “Issuer”), will issue the notes specified in Section 1 of the Terms Exhibit (the “Issued Notes”) under pursuant to the Indenture Indenture, dated as of the Closing Date (as defined below) (the “Indenture”), dated as of the Closing Date, between the Issuer and The Bank of New YorkWilmington Trust, National Association, as indenture trustee (the “Indenture Trustee”). The Seller proposes to sell to the Underwriters the Issued Notes will be collateralized by specified in Section 3 of the Trust Estate Terms Exhibit (as defined belowthe “Notes”). The assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing DateDate (the “Sale and Servicing Agreement”), by and among the Seller, the Issuer, COAF SC, as servicer, and the Indenture Trustee (Trustee, the “Sale Related Security relating thereto and Servicing Agreement”), (ii) the Receivable Files, (iii) the security interests in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables Collections thereon after the applicable Cut-Off Date, (vii) any other property securing the Receivablesall Receivable Files, (viiii) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts (other than the Certificate Distribution Account) established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein, other than as provided in Section 3.7 of the Sale and Servicing Agreement), (viiiv) the rights of the Seller, as buyer, under the Purchase Agreement, (viiiv) the rights of the Issuer under the Sale and Servicing Agreement and the Limited Guaranty Administration Agreement and (ixvi) all proceeds of the foregoing. The Issued Notes will be collateralized by the Trust Estate. The Receivables and related property will be conveyed to the Seller by COAF SC pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF Date (the “Purchase Agreement”) ), between the Seller and SC, and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. The terms of the Notes are set forth in the Registration Statement (as defined below) and the related Prospectus (as defined below), as supplemented by a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein or in the Terms Agreement (as defined below) Exhibit shall have the meanings given such terms in Appendix A to the Sale and Servicing Agreement. The Seller has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 SF-3 (having the registration number 333-128722228364), including a form of prospectus, as amended by pre-effective amendments no. 1 and no. 2 thereto, relating to the Notesoffering of asset-backed notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof, or the Seller has prepared and filed (before the expiration of such three year period) with the Commission in accordance with the Act, a new shelf registration statement on Form SF-3 and such new registration statement includes unsold securities covered by the earlier registration statement, which such unsold securities may continue to be offered and sold until the earlier of the effective date of the new registration statement or 180 days after the third anniversary of the initial effective date of the prior registration statement, as permitted pursuant to paragraph (a)(5) of Rule 415 of the Act. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms this Underwriting Agreement, the most recent such amendment has shall have been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B 430D under the Act, is referred to in this Underwriting Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus Supplement”) to the final prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement theretoas amended and supplemented, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is hereinafter referred to as the “Prospectus.”

Introductory. Capital One Auto Receivables, LLCSovran Acquisition Limited Partnership, a Delaware limited liability company partnership (the “SellerOperating Partnership”) and Capital One Auto Finance), Sovran Self Storage, Inc., a Texas Maryland corporation (the “Company”) and Sovran Holdings, Inc., a Delaware corporation, the general partner of the Operating Partnership and wholly-owned subsidiary of the Company (“COAF”), confirm their agreement together with the Representatives Company and the other underwriters Operating Partnership, the “Transaction Entities”) proposes to issue and sell to the Underwriters named in the applicable Terms Agreement Schedule A (collectively, the “Underwriters”) as follows: The Seller proposes to sell to the Underwriters the notes $600,000,000 aggregate principal amount of the classes designated in the applicable Terms Agreement (as hereinafter defined) 3.500% Senior Notes due 2026 (the “Notes”). The Notes are to be issued by Capital One Prime Auto Receivables Trust 2006-2pursuant to an indenture to be dated on or about June 20, a Delaware statutory trust 2016 among the Operating Partnership, ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “IssuerTrustee”) under ), and the Indenture Company, as guarantor (the “Base Indenture”), as supplemented by the first supplemental indenture to be dated on or about June 20, 2016 among the Operating Partnership, the Trustee and the Company, as guarantor (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”). ▇▇▇▇▇ Fargo Securities, dated LLC, SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. and U.S. Bancorp Investments, Inc. have agreed to act as the representative of the Closing Dateseveral Underwriters (in such capacity, between the Issuer “Representatives”) in connection with issuance and sale of the Notes by the Operating Partnership. This agreement by and among the Transaction Entities and the Underwriters shall be referred to as this “Agreement.” The Bank Notes will be fully and unconditionally guaranteed as to the payment of New York, as indenture trustee principal and interest by the Company (the “Indenture TrusteeGuarantees” and together with the Notes, the “Securities”) in accordance with the terms of the Notes and the Indenture. Notes issued in book-entry form will be issued to Cede & Co. as nominee of The Depository Trust Company (“DTC”). The Notes will be collateralized by the Trust Estate (as defined below). The assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing Date, by and among the Seller, the Issuer, COAF and the Indenture Trustee (the “Sale and Servicing Agreement”), (ii) the Receivable Files, (iii) the security interests in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement and the Limited Guaranty and (ix) all proceeds of the foregoing. The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF Transaction Entities have entered into a purchase agreement (the “Purchase Agreement”) and will be conveyed with LifeStorage, LP (“LifeStorage”). Pursuant to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. The terms of the Notes are set forth in Purchase Agreement, the Registration Statement (as defined below) and the related Prospectus (as defined below), as supplemented by a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein or in the Terms Agreement (as defined below) shall Transaction Entities have the meanings given such terms in Appendix A agreed to the Sale and Servicing Agreement. The Seller has prepared and filed with the Securities and Exchange Commission acquire LifeStorage (the “CommissionAcquisition”). The Transaction Entities expect to fund a portion of the purchase price of the Acquisition with the proceeds from the issuance and sale of the Notes pursuant to this Agreement. Contemporaneously with entering into the Purchase Agreement, the Transaction Entities also obtained a commitment (the “Bridge Loan Commitment”) in accordance with the provisions of the Securities Act of 1933from ▇▇▇▇▇ Fargo Bank, as amendedNational Association, ▇▇▇▇▇ Fargo Securities, LLC, Citigroup Global Markets Inc. and the rules and regulations of the Commission thereunder SunTrust Bank to provide a bridge loan facility (collectively, the “ActFacility”), a shelf registration statement on Form S-3 (having for purposes of financing the registration number 333-128722), including a form of prospectus, relating Acquisition and to the Notespay related fees and expenses. The registration statement as amended has been declared effective by Purchase Agreement and the Commission not more than three years prior to the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is Bridge Loan Commitment are collectively referred to in this Agreement herein as the “Registration StatementTransaction Agreements.” The Company proposes to file Each of the Transaction Entities jointly and severally hereby confirms its agreements with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to Underwriters as the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is hereinafter referred to as the “Prospectus.”follows:

Introductory. Capital One Auto ReceivablesLaredo Petroleum, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several initial purchasers (collectively, the “Initial Purchasers”) named in Schedule A attached to this purchase agreement (this “Agreement”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $400,000,000 aggregate principal amount of the Company’s 7.750% Senior Notes due 2029 (the “Notes”). W▇▇▇▇ Fargo Securities, LLC has agreed to act as the representative of the Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Company’s obligations under the Notes and the Indenture (as defined below) will be unconditionally guaranteed by (i) Laredo Midstream Services, LLC, a Delaware limited liability company (and wholly owned subsidiary of the “Seller”) and Capital One Auto Finance, Inc., a Texas corporation, Company (“COAFLaredo Midstream”), confirm their agreement and Garden City Minerals, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Garden City” and collectively with Laredo Midstream, the “Initial Guarantors”), and (ii) any subsidiary of the Company formed or acquired after the Closing Date (as defined below) that executes a supplemental indenture in accordance with the Representatives terms of the Indenture, and the other underwriters named in the applicable Terms Agreement their respective successors and assigns (collectively, the “UnderwritersGuarantors”) as follows: The Seller proposes ), pursuant to sell to the Underwriters the notes of the classes designated in the applicable Terms Agreement (as hereinafter defined) their guarantees (the “NotesGuarantees”). The Company and the Initial Guarantors are collectively referred to herein as the “Laredo Parties.” The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities.” The Securities will have terms and provisions that are summarized in the Pricing Disclosure Package (as defined below) as of the Time of Sale (as defined below) and the Final Offering Memorandum (as defined below) dated as of the date hereof. The Notes will be issued by Capital One Prime Auto Receivables Trust 2006-2pursuant to an indenture, a Delaware statutory trust (dated as of the “Issuer”) under the Indenture Closing Date (the “Indenture”), dated among the Company, as the issuer of the Closing DateNotes, between the Issuer and The Bank of New YorkInitial Guarantors, as indenture the guarantors of the Notes, and W▇▇▇▇ Fargo Bank, National Association, as trustee (the “Indenture Trustee”). This Agreement, the Securities and the Indenture are each referred to herein individually as a “Debt Document” and collectively as the “Debt Documents.” The Notes will be collateralized by Company understands that the Trust Estate (as defined below). The assets Initial Purchasers propose to make an offering of the Issuer Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Trust EstateSubsequent Purchasers”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of on the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing Date, by and among the Seller, the Issuer, COAF and the Indenture Trustee (the “Sale and Servicing Agreement”), (ii) the Receivable Files, (iii) the security interests in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement and the Limited Guaranty and (ix) all proceeds of the foregoing. The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF (the “Purchase Agreement”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. The terms of the Notes are set forth in the Registration Statement Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as defined below) and the related Prospectus (as defined below), as supplemented by a Prospectus Supplement (as defined below“Time of Sale”). Capitalized terms used herein but not defined herein The Securities are to be offered and sold to or in through the Terms Agreement (as defined below) shall have the meanings given such terms in Appendix A to the Sale and Servicing Agreement. The Seller has prepared and filed Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of under the Securities Act of 1933, 1933 (as amended, and the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission thereunder promulgated thereunder), in reliance upon exemptions provided by Section 4(a)(2) therefrom solely to (i) persons whom the Initial Purchasers reasonably believe to be “qualified institutional buyers” as defined in Rule 144A under the Securities Act (“Rule 144A”) and (ii) in compliance with Regulation S under the Securities Act (“Regulation S”) (collectively, the “ActExempt Resales”), a shelf registration statement on Form S-3 . Those persons specified in clauses (having the registration number 333-128722), including a form i) and (ii) of prospectus, relating to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is this paragraph are referred to in this Agreement as “Eligible Purchasers.” Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A or Regulation S). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated July 12, 2021 (the “Registration Statement.” Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Term Sheet, dated July 13, 2021, substantially in the form of Annex A (the “Pricing Term Sheet”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Company proposes to file with Preliminary Offering Memorandum and the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter Pricing Term Sheet are herein referred to as the “Prospectus SupplementPricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”) ). All references herein to the prospectus included terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Registration Statement Pricing Disclosure Package (such prospectusincluding the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), together and all references herein to the terms “amend,” “amendment” or “supplement” with any amendment thereof or supplement thereto, respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the form it appears in Final Offering Memorandum. Each of the Registration Statement or in the form most recently revised and filed Laredo Parties hereby confirms its agreement with the Commission pursuant to Rule 424(b) is hereinafter referred to Initial Purchasers as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is hereinafter referred to as the “Prospectus.”follows:

Introductory. Capital One Santander Drive Auto Receivables, Receivables LLC, a Delaware limited liability company (the “Seller”), Santander Drive Auto Receivables Trust 2007-1, a Delaware statutory trust (the “Issuer”) and Capital One Auto Finance, Santander Consumer USA Inc., a Texas corporation, an Illinois corporation (“COAFSantander Consumer”), confirm their agreement with the Representatives Wachovia Capital Markets, LLC and the other underwriters named in the applicable Terms Agreement (collectively, the “Underwriters”) as follows: The Seller proposes to sell to the Underwriters the notes of the classes designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”). The Notes are to be issued by Capital One Prime Auto Receivables Trust 2006-2, a Delaware statutory trust (the “Issuer”) Issuer under the Indenture (the “Indenture”), dated as of the Closing Date, between the Issuer and The Bank of New YorkW▇▇▇▇ Fargo Bank, National Association, as indenture trustee (the “Indenture Trustee”). The Notes will be collateralized by the Trust Estate (as defined below). The assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation limitation: (i) all right, title, and interest of the Receivables Seller in and to the Contracts acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing Date, by and among the Seller, the Issuer, COAF Santander Consumer, W▇▇▇▇ Fargo Bank, National Association as the backup servicer (the “Backup Servicer”) and the Indenture Trustee (the “Sale and Servicing Agreement”), ) and all monies due thereunder after the applicable Cut-Off Date; (ii) the Receivable Files, (iii) interest of the Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Contracts and all Certificates any accessions thereto; (iii) the interest of Title the Seller in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements physical damage, credit life or disability, or other insurance policies maintained by the Obligors thereon covering the Financed Vehicles or the Obligors relating to Receivables which became Defaulted Receivables the Contracts and any proceeds from the liquidation of Contracts or the related Financed Vehicles; (iv) all right, title and interest (but not the obligations) of the Seller in and to the Contribution Agreement and the Sale and Servicing Agreement, insofar as such right, title and interest relates to the Contracts, the related Contract Files or the related Financed Vehicles, including the right of the Seller to cause the Originator, as applicable, to repurchase the Contracts from the Seller under certain circumstances; (v) the interest of the Seller in any Dealer Recourse relating to the Contracts; (vi) the interest of the Seller in certain rebates of premiums and other amounts relating to insurance policies and other items financed under the Contracts in effect after the applicable Cut-Off Date, ; (v) any other property securing the Receivables, (vivii) the rights of the Issuer to the Trust Accounts and all funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, Seller therein; (viii) the related Contract Files; (ix) rights under the Sale and Servicing Interest Rate Swap Agreement and payments made by the Limited Guaranty Swap Counterparty thereunder; and (ixx) the proceeds of any and all proceeds of the foregoing. The Receivables Contracts and related property the Related Security will be conveyed to the Seller by COAF Santander Consumer pursuant to the Purchase Contribution Agreement, dated as of the Closing Date, between the Seller and COAF Santander Consumer (the “Purchase Contribution Agreement”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. On the Closing Date, the Issuer will enter into an interest rate swap agreement with the Initial Swap Counterparty to hedge the floating interest rate on the Class A-4 Notes (the “Swap Agreement”). On the Closing Date the Insurer will issue a note guaranty insurance policy (the “Note Policy”) guaranteeing certain payments due in respect of the Class A Notes and a swap policy (the “Swap Policy”) guaranteeing certain payments due by the Issuer to the Swap Counterparty. On the Closing Date, the Letter of Credit Bank will issue a Reserve Account Letter of Credit for the benefit of the Indenture Trustee, the Insurer and the Noteholders. The terms of the Notes are set forth in the Registration Statement (as defined below) and the related Prospectus (as defined below), as supplemented by a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein or in the Terms Agreement (as defined below) shall have the meanings given such terms in Appendix A to the Sale and Servicing Agreement. The Seller has prepared and filed with the Securities and Exchange Commission (the “"Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (having the registration number 333-128722139609), including a form of prospectus, relating to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof. If any post-effective amendment has been filed with respect thereto, thereto prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company Seller proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “"Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is hereinafter referred to as the “Prospectus.”

Introductory. Capital One Auto Receivables, LLCFCC National Bank, a Delaware limited liability company national banking association ------------ (the “Seller”"Bank") and Capital One Auto Finance, Inc., a Texas corporation, (“COAF”), confirm their agreement with the Representatives and the other underwriters named in the applicable Terms Agreement (collectively, the “Underwriters”) as follows: The Seller proposes to sell one or more Series of Investor Certificates to be issued by the Underwriters the notes of the classes designated in the applicable Terms Agreement (as hereinafter defined) First Chicago Master Trust II (the “Notes”"Certificates"). The Notes Certificates are to be issued by Capital One Prime Auto Receivables Trust 2006-2pursuant to a Pooling and Servicing Agreement between the Bank, a Delaware statutory trust as Seller and Servicer, and Norwest Bank Minnesota, National Association, as trustee (the “Issuer”) under the Indenture (the “Indenture”"Trustee"), dated as of June 1, 1990 (as amended or otherwise modified from time to time, the Closing Date"Pooling and Servicing Agreement"), as supplemented by a supplement between the Issuer and The Bank of New YorkBank, as indenture trustee Seller and Servicer, and the Trustee, (the “Indenture Trustee”"Supplement") to the Pooling and Servicing Agreement, relating to the applicable Series of Certificates (references to the Pooling and Servicing Agreement herein may, as the context requires, include all supplements, including the Supplement, to the Pooling and Servicing Agreement). The Notes will Certificates may be collateralized sold in a public offering by the Bank through Salomon Brothers Inc ("Salomon"), as sole underwriter, or through certain underwriters which include Salomon, one or more of which may act as representative of such underwriters (any underwriter through which Certificates are sold shall be referred to herein as an "Underwriter" or, collectively, all such Underwriters may be referred to as the "Underwriters"; any representatives thereof may be referred to herein as a "Representative," which, if the context herein does require, shall include Salomon in its capacity as sole Underwriter of any Series, or the "Rep- resentatives"). Certificates of any Series shall be sold pursuant to a Terms Agreement by and between the Bank and the Representatives, a form of which is attached hereto as Exhibit A (a "Terms Agreement"), which incorporates by reference this Underwriting Agreement (the "Agreement," which may include the applicable Terms Agreement if the context requires). Any Series of Certificates sold pursuant to any Terms Agreement may include the benefits of a collateral interest, cash collateral account, letter of credit, guaranteed rate agreement, maturity guaranty facility, tax protection agreement, interest rate or currency swap or other contract or agreement for the benefit of the Certificateholders of such Series (an "Enhancement"). With respect to any such Enhancement, the Bank shall enter into an agreement or contract (the "Enhancement Agreement") by and between the Bank and the provider of the Enhancement (the "Enhancement Provider"). Each Certificate will represent an undivided interest in the First Chicago Master Trust Estate II (as defined belowthe "Trust"). The assets of the Issuer Trust will include, among other things, certain amounts due on a pool of MasterCard(R) and VISA(R) credit card accounts (the “Trust Estate”"Receivables") consist of all moneyand, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing with respect to any such Series sold pursuant to this Agreement, dated as the benefits of an Enhancement. To the Closing Dateextent not defined herein, by and among capitalized terms used herein have the Seller, the Issuer, COAF and the Indenture Trustee (the “Sale and Servicing Agreement”), (ii) the Receivable Files, (iii) the security interests meanings assigned in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement and the Limited Guaranty and (ix) all proceeds of the foregoing. The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF (the “Purchase Agreement”) and will be conveyed to the Issuer by the Seller pursuant to the Sale Pooling and Servicing Agreement. The terms of the Notes are set forth in the Registration Statement (as defined below) and the related Prospectus (as defined below), as supplemented by a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein or in the Terms Agreement (as defined below) shall have the meanings given such terms in Appendix A to the Sale and Servicing Agreement. The Seller has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (having the registration number 333-128722), including a form of prospectus, relating to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof. If any post-effective amendment has been filed with respect thereto, prior to Upon the execution and delivery of the applicable any Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file Bank agrees with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to Underwriters as the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is hereinafter referred to as the “Prospectus.”follows:

Introductory. Capital One Auto ReceivablesChesapeake Energy Corporation, LLC, a Delaware limited liability company an Oklahoma corporation (the “SellerCompany”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto (the “Purchasers”) $1,100,000,000 principal amount of its 5.5% Convertible Senior Notes due 2026 (the “Firm Securities”) and Capital One Auto Financealso proposes to grant to the Purchasers an overallotment option, Inc., a Texas corporation, exercisable from time to time by the Purchasers to purchase up to an additional $150,000,000 principal amount of its 5.5% Convertible Senior Notes due 2026 (the “COAFOptional Securities”) (the Firm Securities and the Optional Securities which the Purchasers may elect to purchase pursuant to Section 3 hereof are herein collectively called the “Offered Securities”), confirm their agreement with . The Offered Securities will be unconditionally guaranteed on a senior unsecured basis (the Representatives and “Guarantees”) by each subsidiary of the other underwriters Company named in the applicable Terms Agreement Schedule B hereto (collectively, the “UnderwritersSubsidiary Guarantors”) as follows: The Seller proposes ), and subject to sell to the Underwriters the notes certain exceptions, by subsequently acquired domestic subsidiaries of the classes designated Company in accordance with the applicable Terms Agreement terms of the Indenture (as hereinafter defined) (the “Notes”defined below). The Notes Offered Securities will be convertible into cash and, if applicable, shares of common stock, par value $0.01, on the terms, and subject to the conditions, set forth in the Indenture. The shares of common stock which may be issued upon conversion are referred to herein as the “Underlying Shares.” The Offered Securities are to be issued by Capital One Prime Auto Receivables Trust 2006-2under an indenture to be dated as of October 5, a Delaware statutory trust (the “Issuer”) under the Indenture 2016 (the “Indenture”), dated as of among the Closing DateCompany, between the Issuer Subsidiary Guarantors and The Deutsche Bank of Trust Company Americas, a New YorkYork banking corporation, as indenture trustee (the “Indenture Trustee”). The Notes will be collateralized by the Trust Estate (as defined below). The assets of the Issuer (References to the “Trust Estate”) consist of all moneyOffered Securities” shall include the Guarantees, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of unless the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing Date, by and among the Seller, the Issuer, COAF and the Indenture Trustee (the “Sale and Servicing Agreement”), (ii) the Receivable Files, (iii) the security interests in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement and the Limited Guaranty and (ix) all proceeds of the foregoing. The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF (the “Purchase Agreement”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. The terms of the Notes are set forth in the Registration Statement (as defined below) and the related Prospectus (as defined below), as supplemented by a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein or in the Terms Agreement (as defined below) shall have the meanings given such terms in Appendix A to the Sale and Servicing Agreement. The Seller has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (having the registration number 333-128722), including a form of prospectus, relating to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statementcontext otherwise requires.” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is hereinafter referred to as the “Prospectus.”

Introductory. Capital One Auto Receivables, Celanese US Holdings LLC, a Delaware limited liability company (the “SellerCompany”), a wholly-owned subsidiary of Celanese Corporation, a Delaware corporation (the “Parent Guarantor”), proposes to issue and sell to Deutsche Bank AG, London Branch (“Deutsche Bank”), ▇.▇. ▇▇▇▇▇▇ Securities plc (“JPMorgan”) and Capital One Auto Finance, Inc., a Texas corporation, ▇▇▇▇▇▇▇ ▇▇▇▇▇ International (“COAFMLI”), confirm their agreement with the Representatives ) and the other underwriters several Underwriters named in the applicable Terms Agreement Schedule A hereto (collectively, the “Underwriters”) as follows: The Seller proposes to sell to ), acting severally and not jointly, the Underwriters the notes respective amounts set forth in such Schedule A of €500 million aggregate principal amount of the classes designated in the applicable Terms Agreement (as hereinafter defined) Company’s 0.625% Senior Notes due 2028 (the “Notes”). The Notes are Deutsche Bank, JPMorgan and MLI have agreed to be issued by Capital One Prime Auto Receivables Trust 2006-2, a Delaware statutory trust act as the representatives of the several Underwriters (the “IssuerRepresentatives”) under in connection with the Indenture (the “Indenture”), dated as offering and sale of the Closing Date, between the Issuer and The Bank of New York, as indenture trustee (the “Indenture Trustee”). The Notes will be collateralized by the Trust Estate Securities (as defined below). The assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing AgreementSecurities will be issued pursuant to an indenture, dated as of the Closing DateMay 6, by and among the Seller, the Issuer, COAF and the Indenture Trustee 2011 (the “Sale and Servicing AgreementBase Indenture”), (ii) among the Receivable FilesCompany, (iii) the security interests in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement and the Limited Guaranty and (ix) all proceeds of the foregoing. The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF (the “Purchase Agreement”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. The terms of the Notes are set forth in the Registration Statement Guarantors (as defined below) and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the related Prospectus “Trustee”). Certain terms of the Securities will be established pursuant to a supplemental indenture, to be dated as of the Closing Date (as defined below), as supplemented by a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein or in the Terms Agreement (as defined belowSection 2 hereof) shall have the meanings given such terms in Appendix A to the Sale and Servicing Agreement. The Seller has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance Supplemental Indenture” and, together with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectivelyBase Indenture, the “ActIndenture”), a shelf registration statement on Form S-3 to the Base Indenture, among the Company, the Guarantors, the Trustee, Deutsche Bank Trust Company Americas, as registrar and transfer agent (having the registration number 333-128722“Transfer Agent”), including and Deutsche Bank Trust Company Americas, as paying agent (the “Paying Agent”). Notes will be issued only in registered form and deposited in global form with a form of prospectuscommon depository (the “Common Depository”) for Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, relating S.A. (“Clearstream”). Subject to the Notesterms and conditions of the Indenture, the payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally by (i) the Parent Guarantor and (ii) the subsidiaries of the Company that are listed on Schedule B hereof as “Subsidiary Guarantors” (collectively with the Parent Guarantor, the “Guarantors”). The registration statement as amended has been declared effective by Notes and the Commission not more than three years prior to the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter Guarantees are herein collectively referred to as the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is hereinafter referred to as the “ProspectusSecurities.”

Introductory. Capital One Auto Receivables, LLC, a Delaware limited liability company (the “Seller”) and Capital One Auto FinanceIndyMac MBS, Inc., a Texas corporation, Delaware corporation (“COAF”), confirm their agreement with the Representatives and the other underwriters named in the applicable Terms Agreement (collectively, the “Underwriters”"Depositor") as follows: The Seller proposes to sell approximately $496,786,000 principal amount of its Class A IndyMac Home Equity Mortgage Loan Asset-Backed Notes, Series 2006-H3 (the "Notes") issued by IndyMac Home Equity Mortgage Loan Asset-Backed Trust, Series 2006-H3 (the "Issuing Entity") to the Underwriters the notes of the classes designated named in the applicable Terms Agreement (as hereinafter defined) Schedule I attached hereto pursuant to this underwriting agreement (the “Notes”). The Notes are to be issued by Capital One Prime Auto Receivables Trust 2006-2, a Delaware statutory trust (the “Issuer”) under the Indenture (the “Indenture”), dated as of the Closing Date, between the Issuer and The Bank of New York, as indenture trustee (the “Indenture Trustee”). The Notes will be collateralized by the Trust Estate (as defined below"Agreement"). The assets of the Issuer Issuing Entity include, among other things, a pool of adjustable rate home equity line of credit loans made or to be made in the future under certain home equity revolving credit line loan agreements (the “"HELOCs") secured by first or junior lien deeds of trust or mortgages on properties that are primarily one- to four-family residential properties to be delivered on the Closing Date (as defined below) (the "Mortgage Loans") and all monies due under the HELOCs after the close of business on September 14, 2006 (the "Cut-off Date") (exclusive of payments in respect of accrued interest due on or prior to the Cut-off Date) and property that secured a Mortgage Loan which has been acquired by foreclosure or deed in lieu of foreclosure. In addition, the Notes will have the benefit of an irrevocable and unconditional note guaranty insurance policy (the "Policy") to be issued by XL Capital Assurance Inc. (the "Insurer") pursuant to an Insurance and Indemnity Agreement, dated as of September 29, 2006 (the "Insurance Agreement") among the Insurer, the Depositor, IndyMac Bank, F.S.B. (the "Sponsor"), as seller and servicer, the Issuing Entity and Deutsche Bank National Trust Estate”Company as indenture trustee (the "Indenture Trustee"). The Issuing Entity will be formed pursuant to a Trust Agreement, dated as of September 19, 2006 (the "Trust Agreement" and as amended and restated on September 29, 2006, the "Amended and Restated Trust Agreement"), among the Depositor, Wilmington Trust Company (the "Owner Trustee") consist and Deutsche Bank National Trust Company, as administrator (the "Administrator") and the Notes will be issued pursuant to an Indenture (the "Indenture"), dated as of all moneySeptember 29, accounts2006, chattel paper, general intangibles, goods, instruments, investment property between the Issuing Entity and the Indenture Trustee. The Mortgage Loans and certain other property assets of the Issuer, including without limitation (i) the Receivables acquired Issuing Entity will be sold by the Issuer under Sponsor to the Depositor pursuant to a separate Mortgage Loan Purchase Agreement, dated as of September 29, 2006 (the "Purchase Agreement") between the Depositor and the Sponsor, and by the Depositor to the Issuing Entity pursuant to the Sale and Servicing Agreement, dated as of the Closing DateSeptember 14, by and among the Seller, the Issuer, COAF and the Indenture Trustee 2006 (the “"Sale and Servicing Agreement”"), among the Issuing Entity, the Depositor, IndyMac Bank, F.S.B., as seller and as servicer (iithe "Servicer") and the Receivable Files, (iii) the security interests in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established Indenture Trustee. The Issuing Entity will be administered pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement and the Limited Guaranty and (ix) all proceeds of the foregoing. The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreementadministration agreement, dated as of the Closing DateSeptember 29, between the Seller and COAF 2006 (the “Purchase "Administration Agreement”) "), among the Issuing Entity, the Administrator, the Owner Trustee and the Depositor. An indemnification agreement, dated as of September 29, 2006 (the "Indemnification Agreement"), among Lehman, Bear, Credit Suisse, Goldman, IndyMac, and the Insurer, will be conveyed govern the liability of such parties with respect to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. The terms of the Notes are set forth losses resulting from material misstatements or omissions contained in the Registration Statement (as defined below) and the related Prospectus (as defined below), as supplemented by a Prospectus Supplement (as defined below). This Agreement, the Insurance Agreement, the Trust Agreement, the Amended and Restated Trust Agreement, the Indenture, the Purchase Agreement, the Sale and Servicing Agreement, the Administration Agreement, the Indemnification Agreement and the Policy are collectively referred to herein as the "Basic Documents." Capitalized terms used herein but and not otherwise defined herein or in the Terms Agreement (as defined below) shall have the meanings given such terms them in Appendix A to the Sale and Servicing Agreement. The Seller has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (having the registration number 333-128722), including a form of prospectus, relating to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is hereinafter referred to as the “Prospectus.”

Introductory. Capital One Auto Receivables, LLC, a Delaware limited liability company ComEd Financing III (the “Seller”) and Capital One Auto Finance, Inc., a Texas corporation, (“COAFTrust”), confirm their agreement with the Representatives and the other underwriters named in the applicable Terms Agreement (collectively, the “Underwriters”) as follows: The Seller proposes to sell to the Underwriters the notes of the classes designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”). The Notes are to be issued by Capital One Prime Auto Receivables Trust 2006-2, a Delaware statutory trust organized under the Statutory Trust Act (the “IssuerDelaware Act”) under of the Indenture State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. §§ 3801 et seq.), and Commonwealth Edison Company, an Illinois corporation (the “IndentureCompany” and, together with the Trust, the “Offerors”), dated propose to issue and sell from time to time Trust Preferred Securities. The Trust Preferred Securities will be issued by the Trust as 6.35% Trust Preferred Securities (liquidation amount of $1,000 per security) with the terms specified in Schedule I hereto representing undivided beneficial interests in the assets of the Closing Date, between the Issuer and The Bank of New York, as indenture trustee Trust (the “Indenture TrusteePreferred Securities”). The Notes Preferred Securities will be collateralized guaranteed by the Trust Estate (as defined below). The assets of the Issuer Company (the “Trust Estate”) consist of all moneyGuarantee” and, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of together with the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing Date, by and among the SellerPreferred Securities, the Issuer, COAF and the Indenture Trustee (the “Sale and Servicing AgreementOffered Securities”), (ii) to the Receivable Files, (iii) the security interests extent described in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement and the Limited Guaranty and (ix) all proceeds of the foregoing. The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF (the “Purchase Agreement”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. The terms of the Notes are set forth in the Registration Statement (as defined below) and the related Prospectus (as defined below), with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Preferred Securities Guarantee Agreement (the “Preferred Securities Guarantee”) to be dated as supplemented by a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein or in of the Terms Agreement Closing Date (as defined below) shall have between the meanings given such terms in Appendix A to the Sale Company and Servicing Agreement. The Seller has prepared and filed with the Securities and Exchange Commission Wilmington Trust Company as Trustee (the “CommissionGuarantee Trustee”). The Offerors propose to sell to the underwriters named in Schedule II hereto (the “Underwriters”) for whom you are acting as Representative (the “Representative”) 200,000 Offered Securities as set forth in accordance Schedule II hereto. The entire proceeds from the sale of the Offered Securities will be combined with the provisions entire proceeds from the sale by the Trust to the Company of its common securities (the “Common Securities”), and will be used by the Trust to purchase $206,186,000 in aggregate principal amount of 6.35% Junior Subordinated Deferrable Interest Notes due March 15, 2033 (the “Subordinated Notes”) issued by the Company. The Preferred Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust, to be dated as of the Securities Act of 1933Closing Date (the “Declaration”), among the Company, as amendedsponsor, ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, as administrative trustees (the “Administrative Trustees”), Wilmington Trust Company, as property trustee (the “Property Trustee”) and as Delaware trustee (the “Delaware Trustee,” and together with the Property Trustee and the rules and regulations of the Commission thereunder (collectivelyAdministrative Trustees, the “ActTrustees”). The Subordinated Notes will be issued pursuant to an indenture, dated as of September 1, 1995 (as heretofore supplemented and as supplemented by a Fourth Supplemental Indenture dated as of the date hereof (the “Supplemental Indenture”), a shelf registration statement on Form S-3 (having the registration number 333-128722“Indenture”), including a form of prospectusbetween the Company and Wilmington Trust Company, relating to as trustee (the Notes“Debenture Trustee”). The registration statement Preferred Securities issued in book-entry form will be issued to Cede & Co. as amended has been declared effective by the Commission not more than three years prior nominee of The Depository Trust Company (“DTC”) pursuant to the date hereof. If any post-effective amendment has been filed with respect theretoa letter agreement, prior to the execution and delivery be dated as of the applicable Terms Closing Date (the “DTC Agreement”), among the Trust, the most recent such amendment has been declared effective by Property Trustee and DTC. The Offered Securities and the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is Subordinated Notes are hereinafter collectively referred to as the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is hereinafter referred to as the “ProspectusSecurities.”

Introductory. Capital One Auto Receivables, LLC, a Delaware limited liability company (the “Seller”) and Capital One Auto Finance, Inc., a Texas corporation, (“COAF”), confirm their agreement with the Representatives and the other underwriters named in the applicable Terms Agreement (collectively, the “Underwriters”) as follows: The Seller proposes to sell to the Underwriters the notes of the classes designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”). The Notes are to be issued by Capital One Prime Auto Receivables Finance Trust 20062007-2B, a Delaware statutory trust (the “Issuer”) under the Indenture (the “Indenture”), dated as of the Closing Date, between the Issuer and The Deutsche Bank of New YorkTrust Company Americas, as indenture trustee (the “Indenture Trustee”). The Notes will be collateralized by the Trust Estate (as defined below). The assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing Date, by and among the Seller, the Issuer, COAF and the Indenture Trustee (the “Sale and Servicing Agreement”), (ii) the Receivable Files, (iii) the security interests in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement and Agreement, the Limited Guaranty and the Interest Rate Swap Agreement and (ix) all proceeds of the foregoing. The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF (the “Purchase Agreement”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. On the Closing Date, the Issuer will enter into an interest rate swap agreement with the Initial Swap Counterparty to hedge the floating interest rate on the Class A-3-B and the Class A-4 Notes (the “Swap Agreement”). On the Closing Date the Note Insurer will issue a note guaranty insurance policy (the “Note Insurance Policy”) guaranteeing certain payments due in respect of the Notes. The terms of the Notes are set forth in the Registration Statement (as defined below) and the related Prospectus (as defined below), as supplemented by a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein or in the Terms Agreement (as defined below) shall have the meanings given such terms in Appendix A to the Sale and Servicing Agreement. The Seller has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (having the registration number 333-128722), including a form of prospectus, relating to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is are hereinafter referred to as the “Prospectus.”

Introductory. Capital One Auto Receivables, LLC, a Delaware limited liability company (the “Seller”) and Capital One Auto Finance▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Energy, Inc., a Texas corporation, Delaware corporation (the “COAFCompany”), confirm their agreement with the Representatives and the other underwriters named in the applicable Terms Agreement (collectively, the “Underwriters”) as follows: The Seller proposes to issue and sell to the Underwriters several Initial Purchasers named in Schedule A (the notes “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 aggregate principal amount of the classes designated in the applicable Terms Agreement (as hereinafter defined) Company’s 7.75% Senior Notes due 2019 (the “Notes”). The Notes are RBS Securities Inc., ▇.▇. ▇▇▇▇▇▇ Securities LLC, UBS Securities LLC and BNP Paribas Securities Corp. have agreed to be issued by Capital One Prime Auto Receivables Trust 2006-2, a Delaware statutory trust act as the representatives of the several Initial Purchasers (the “IssuerRepresentatives”) under in connection with the Indenture offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture (the “Indenture”), to be dated as of the Closing DateDate (as defined in Section 2 hereof), between among the Issuer Company, the Guarantors (as defined below) and The Bank of New York▇▇▇▇▇ Fargo Bank, National Association, as indenture trustee (the “Indenture Trustee”). The Notes will be collateralized by issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Estate (as defined below). The assets of the Issuer Company (the “Trust EstateDepositary”) consist pursuant to a letter of all moneyrepresentations, accountsto be dated on or before the Closing Date (the “DTC Agreement”), chattel paperbetween the Company and the Depositary. The payment of principal of, general intangiblespremium on, goodsif any, instrumentsand interest on the Notes will be unconditionally guaranteed on a senior unsecured basis, investment property jointly and other property severally, by the Company’s subsidiaries listed on the signature page hereto (collectively, the “Initial Guarantors”) pursuant to their guarantees (the “Guarantees”). Any subsidiary of the IssuerCompany formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture (together with the Initial Guarantors, including without limitation the “Guarantors”) shall be deemed to be a Guarantor. The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.” The Securities are being issued (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as to repurchase or redeem all or part of the Closing Date, by and among the Seller, the Issuer, COAF and the Indenture Trustee Company’s 7¾% Senior Notes due 2013 (the “Sale and Servicing AgreementExisting Senior Notes”), (ii) to repay indebtedness outstanding under the Receivable FilesCompany’s revolving credit facility dated November 29, (iii) the security interests in the Financed Vehicles 2010, as amended and all Certificates of Title in the Financed Vehiclesrestated, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights of the Issuer to the funds on deposit supplemented or otherwise modified from time to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement and the Limited Guaranty and (ix) all proceeds of the foregoing. The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF (the “Purchase AgreementExisting Credit Facility”), and/or (iii) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. The terms of the Notes are as otherwise set forth in the Registration Statement Pricing Disclosure Package (as defined below) and the related Prospectus (as defined below), as supplemented by a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein or in the Terms Agreement (as defined below) shall have the meanings given such terms in Appendix A to the Sale and Servicing Agreement. The Seller has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (having the registration number 333-128722), including a form of prospectus, relating to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is hereinafter referred to as the “Prospectus.”defined

Introductory. Capital One Auto Receivables, LLCDUKE ENERGY CAPITAL TRUST [ ], a Delaware limited liability company statutory ------------ business trust (the “Seller”) "Trust"), and Capital One Auto Finance, Inc.DUKE ENERGY CORPORATION, a Texas corporation, North Carolina corporation (“COAF”the "Corporation"), confirm their agreement with propose that the Representatives Trust issue and the other underwriters named in the applicable Terms Agreement (collectively, the “Underwriters”) as follows: The Seller proposes to sell to the Underwriters named in Schedule I hereto (the notes "Underwriters") % Trust Preferred Securities (liquidation amount $25 per preferred security), representing preferred undivided beneficial interests in the assets of the classes designated Trust (the "Preferred Securities"), guaranteed by the Corporation as to the payment of distributions and payments upon liquidation or redemption, to the extent set forth in the applicable Terms Guarantee Agreement (between the Corporation and The Chase Manhattan Bank, as hereinafter defined) trustee thereunder (the “Notes”"Guarantee Trustee"). The Notes are , to be issued by Capital One Prime Auto Receivables Trust 2006-2, a Delaware statutory trust (the “Issuer”) under the Indenture (the “Indenture”), dated as of the Closing DateDate (as defined in Section 3 hereof) (the "Guarantee") and the Trust and the Corporation hereby agree with you as hereinafter set forth in this Agreement. The entire proceeds from the sale of the Preferred Securities will be combined with the entire proceeds from the sale by the Trust to the Corporation of its common securities, between representing common undivided beneficial interests in the Issuer assets of the Trust (the "Common Securities"), and will be used by the Trust to purchase the Series [ ] % Junior Subordinated Notes due , 20 (the "Notes") to be issued by the Corporation. The Bank Preferred Securities and the Common Securities will be issued pursuant to the Amended and Restated Trust Agreement, dated as of New York, 199 (the "Trust Agreement"), among the Corporation, as indenture trustee (Depositor, and the “Indenture Trustee”)trustees named therein. The Notes will be collateralized by the Trust Estate (as defined below). The assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreementissued pursuant to a Subordinated Indenture, dated as of the Closing Date, by and among the Seller, the Issuer, COAF and the Indenture Trustee 199 (the “Sale and Servicing Agreement”"Original Indenture"), (ii) the Receivable Files, (iii) the security interests in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement and the Limited Guaranty and (ix) all proceeds of the foregoing. The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller Corporation and COAF (the “Purchase Agreement”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. The terms of the Notes are set forth in the Registration Statement (Chase Manhattan Bank, as defined below) and the related Prospectus (as defined below)Trustee, as supplemented by a Prospectus Supplement Supplemental Indenture, dated as of , 199 (as defined belowthe "Supplemental Indenture," and together with the Original Indenture, the "Indenture"). Capitalized terms used herein but not defined herein or in the Terms Agreement (as defined below) shall have the meanings given such terms in Appendix A to the Sale and Servicing Agreement. The Seller has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (having the registration number 333-128722), including a form of prospectus, relating to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Trust Agreement, the most recent such amendment has been declared effective by Guarantee and the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is Indenture are sometimes collectively referred to in this Agreement herein as the “Registration Statement"Corporation Agreements.” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is hereinafter referred to as the “Prospectus.”"

Introductory. Capital One Auto Receivables, LLC, a Delaware limited liability company (the “Seller”) and Capital One Auto Finance, Inc., a Texas corporation, (“COAF”), confirm their agreement with the Representatives and the other underwriters named in the applicable Terms Agreement (collectively, the “Underwriters”) as follows: The Seller proposes to sell to the Underwriters the notes of the classes designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”). The Notes are to be issued by Capital One Prime Auto Receivables Trust 20062007-2, a Delaware statutory trust (the “Issuer”) under the Indenture (the “Indenture”), dated as of the Closing Date, between the Issuer and The Deutsche Bank of New YorkTrust Company Americas, as indenture trustee (the “Indenture Trustee”). The Notes will be collateralized by the Trust Estate (as defined below). The assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing Date, by and among the Seller, the Issuer, COAF and the Indenture Trustee (the “Sale and Servicing Agreement”), (ii) the Receivable Files, (iii) the security interests in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement and the Limited Guaranty and (ix) all proceeds of the foregoing. The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF (the “Purchase Agreement”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. The terms of the Notes are set forth in the Registration Statement (as defined below) and the related Prospectus (as defined below), as supplemented by a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein or in the Terms Agreement (as defined below) shall have the meanings given such terms in Appendix A to the Sale and Servicing Agreement. The Seller has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (having the registration number 333-128722142062), including a form of prospectus, relating to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Underwriting Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is are hereinafter referred to as the “Prospectus.”

Introductory. Capital One Auto Receivables, LLCNACG Holdings Inc., a Delaware limited liability company Canadian Federal corporation (including the entity to result from the amalgamation of NACG Holdings Inc., NACG Preferred Corp. and North American Energy Partners Inc., the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell [•] of its common shares, no par value per share (the “Seller”) and Capital One Auto Finance, Inc., a Texas corporation, (“COAFSecurities”), confirm their agreement with the Representatives and the other underwriters named shareholders listed in Schedule A hereto (the applicable Terms Agreement “Selling Shareholders”) propose severally, subject to the terms and conditions stated herein, to sell an aggregate of [•] Securities (collectively, the “Firm Securities”), to the several Underwriters named in Schedule B hereto (the “Underwriters”) for which Credit Suisse Securities (USA) LLC (“Credit Suisse”) and UBS Securities LLC (“UBS”) are acting as follows: The Seller proposes to sell to the Underwriters the notes of the classes designated in the applicable Terms Agreement (as hereinafter defined) Representatives (the “NotesRepresentatives”) in connection with the offering (the “Offering”) and sale of such Firm Securities in the United States and internationally. The Offering will be made in the provinces and territories of Canada through affiliates of the Underwriters, including Credit Suisse Securities (Canada), Inc. and UBS Securities Canada Inc., and such dealers who are registered to offer the Firm Securities for sale in such provinces and territories as may be designated by the Representatives, each such affiliate or dealer, as the case may be, acting as principals and for their own account in connection with the Offering made in Canada. As part of the offering contemplated by this Agreement, [•] (the “Designated Underwriter") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to [•] common shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants"), as set forth in the U.S. Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the U.S. Prospectus. In addition, the Company and the Selling Shareholders severally propose, subject to the terms and conditions stated herein, to sell (i) to the Underwriters, at the option of the Underwriters, an aggregate of not more than [•] additional Securities (the “Optional Securities”). The Notes Firm Securities and the Optional Securities are to be issued by Capital One Prime Auto Receivables Trust 2006-2, a Delaware statutory trust (hereinafter called the “IssuerOffered Securities”) under the Indenture (the “Indenture”), dated as of the Closing Date, between the Issuer and The Bank of New York, as indenture trustee (the “Indenture Trustee”). The Notes will be collateralized by the Trust Estate (as defined below). The assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing Date, by and among the Seller, the Issuer, COAF Company and the Indenture Trustee (the “Sale and Servicing Agreement”), (ii) the Receivable Files, (iii) the security interests in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement and the Limited Guaranty and (ix) all proceeds of the foregoing. The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF (the “Purchase Agreement”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. The terms of the Notes are set forth in the Registration Statement (as defined below) and the related Prospectus (as defined below), as supplemented by a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein or in the Terms Agreement (as defined below) shall have the meanings given such terms in Appendix A to the Sale and Servicing Agreement. The Seller has prepared and filed Selling Shareholders hereby agree with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, several Underwriters as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (having the registration number 333-128722), including a form of prospectus, relating to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is hereinafter referred to as the “Prospectus.”follows:

Introductory. Nationwide Financial Services Capital One Auto Receivables, LLCTrust, a statutory business trust organized under the laws of Delaware limited liability company (the “Seller”) "Trust"), and Capital One Auto FinanceNationwide Financial Services, Inc., a Texas Delaware corporation, as depositor of the Trust (“COAF”"Depositor of the Trust") and as Guarantor ("Guarantor"), confirm their agreement with propose that the Representatives Trust issue and sell $100,000,000 aggregate liquidation amount of the other underwriters named in the applicable Terms Agreement Trust's ___% Capital Securities (collectivelyLiquidation Amount, the “Underwriters”$1,000 per capital Security) ("Offered Securities") as follows: The Seller proposes to sell set forth below, guaranteed on a subordinated basis by the Guarantor as to the Underwriters payment of distributions, and as to payments on liquidation or redemption, to the notes of the classes designated extent set forth in the applicable Terms Agreement a guarantee agreement ("Guarantee") between Guarantor and Wilmington Trust Company, as hereinafter defined) trustee (the “Notes”"Guarantee Trustee"). The Notes are Trust is to purchase ___% Junior Subordinated Deferrable Interest Debentures Due 2037 ("Subordinated Debentures") of the Guarantor to be issued by Capital One Prime Auto Receivables Trust 2006-2, a Delaware statutory trust (the “Issuer”) under the pursuant to an Indenture (the “"Indenture”), dated as of the Closing Date, ") between the Issuer Guarantor and The Bank of New YorkWilmington Trust Company, as indenture trustee (the “Indenture "Debenture Trustee”"). The Notes Trust will be collateralized by purchase these Subordinated Debentures using the proceeds from the Offered Securities and with an aggregate of up to $______________ from the proceeds of the issuance and sale of its common securities to the Depositor of the Trust Estate (as defined below"Common Securities"). The assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing This Underwriting Agreement, dated as of the Closing Dateamended, by and among the Seller, the Issuer, COAF and the Indenture Trustee (the “Sale and Servicing Agreement”), (ii) the Receivable Files, (iii) the security interests in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights of the Issuer to the funds on deposit supplemented or modified from time to time in the Trust Accounts is referred to herein as "this Agreement." Credit Suisse First Boston Corporation, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash▇▇▇▇▇▇▇ Lynch, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earningsPierce, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement and the Limited Guaranty and (ix) all proceeds of the foregoing. The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF (the “Purchase Agreement”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. The terms of the Notes ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated are set forth in the Registration Statement (as defined below) and the related Prospectus (as defined below), as supplemented by a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein or in the Terms Agreement (as defined below) shall have the meanings given such terms in Appendix A to the Sale and Servicing Agreement. The Seller has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (having the registration number 333-128722), including a form of prospectus, relating to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is collectively referred to in this Agreement as the “Registration Statement"Representatives.” The Company proposes to file " Each of the Trust and the Guarantor jointly and severally hereby agrees with the Commission pursuant to Rule 424(bseveral underwriters named in Schedule A hereto (the "Underwriters") under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is hereinafter referred to as the “Prospectus.”that:

Introductory. Capital One Auto Receivables, LLC, a Delaware limited liability company (the “Seller”) and Capital One Auto FinancePuget Energy, Inc., a Texas corporation, Washington corporation (the “COAFCompany”), confirm their agreement with the Representatives proposes to issue and the sell to BofA Securities, Inc., Mizuho Securities USA LLC, MUFG Securities Americas Inc., and other underwriters several Underwriters named in the applicable Terms Agreement Schedule A (collectively, the “Underwriters”) as follows: The Seller proposes to sell to ), acting severally and not jointly, the Underwriters the notes respective amounts set forth in such Schedule A of $450,000,000 aggregate principal amount of the classes designated in the applicable Terms Agreement (as hereinafter defined) Company’s 4.224% Senior Secured Notes due March 15, 2032 (the “NotesSecurities”). The Notes are BofA Securities, Inc., Mizuho Securities USA LLC and MUFG Securities Americas Inc. have agreed to be issued by Capital One Prime Auto Receivables Trust 2006-2, a Delaware statutory trust act as the representatives of the Underwriters (the “IssuerRepresentatives”) under in connection with the Indenture offering and sale of the Securities. The Securities will be issued pursuant to an indenture, dated as of December 6, 2010 (the “Original Indenture”), as previously supplemented and as to be supplemented by a Seventh Supplemental Indenture, to be dated as of March 17, 2022 (the “Supplemental Indenture” and, together with the Original Indenture, the “Indenture”), dated as of the Closing Date, each between the Issuer Company and The Bank of New York▇▇▇▇▇ Fargo Bank, N.A., as indenture trustee (the “Indenture Trustee”). The Notes Securities will be collateralized by issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Estate Company (as defined belowthe “Depositary”). The Company has agreed to secure the Securities by granting to JPMorgan Chase Bank, N.A., as collateral agent (the “Collateral Agent”), as successor to Barclays Bank PLC, for the benefit of the Trustee on behalf of the holders of the Securities, a first priority security interest in (i) substantially all of the tangible and intangible assets of the Issuer (the “Trust Estate”) consist of all moneyCompany other than real property, accountssubject to certain agreed upon exceptions and, chattel paperif material, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing Date, by and among the Seller, the Issuer, COAF and the Indenture Trustee (the “Sale and Servicing Agreement”), (ii) the Receivable Files, (iii) the security interests in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement and the Limited Guaranty and (ix) all proceeds of the foregoing. The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF (the “Purchase Agreement”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. The terms of the Notes are set forth disclosed in the Registration Statement (as defined below), the Pricing Disclosure Package (as defined below) and the related Prospectus (as defined below) (the “Security Agreement Collateral”), pursuant to an Amended and Restated Borrower Security Agreement, dated as of February 6, 2009, as amended and restated as of May 10, 2010, and as further amended as of February 10, 2012, between the Company and the Collateral Agent (the “Security Agreement”) and (ii) all of the equity interests in the Company (the “Pledge Agreement Collateral,” and together with the Security Agreement Collateral, the “Collateral”) pursuant to an Amended and Restated Pledge Agreement, dated as of February 6, 2009, as amended and restated as of May 10, 2010, and as further amended as of February 10, 2012 (the “Pledge Agreement”), between Puget Equico LLC (“Puget Equico”) and the Collateral Agent, which security interests shall be shared equally and ratably with the Company’s other secured obligations pursuant to an Amended and Restated Collateral Agency Agreement, dated as of February 6, 2009, as amended and restated as of May 10, 2010, and as further amended as of February 10, 2012, among the Company, Puget Equico, the Collateral Agent and certain other parties from time to time party thereto (as supplemented by a Prospectus Supplement Joinder Agreement thereto, dated as of December 6, 2010 (as defined belowthe “Joinder Agreement”), the “Collateral Agency Agreement”; and together with the Pledge Agreement, the Security Agreement, the Joinder Agreement and all agreements, deeds of trust, instruments, documents, pledges or filings executed in connection with granting, or that otherwise evidence a lien, encumbrance or claim on the Collateral, the “Collateral Documents”). Capitalized terms used This Agreement, the Securities, the Indenture and the Collateral Documents are collectively referred to herein but not defined herein or as the “Transaction Documents.” The Company understands that the Underwriters propose to offer the Securities for sale to the public as set forth in the Terms Agreement (as defined below) shall have the meanings given such terms in Appendix A to the Sale and Servicing AgreementProspectus. The Seller Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance a shelf registration statement on Form S-3, as amended (No. 333-263015), originally filed with the provisions Commission on February 25, 2022 and declared effective by the Commission on March 10, 2022, including a related Base Prospectus contained therein (the “Base Prospectus”), covering the registration of the Securities under the Securities Act of 1933, 1933 (as amended, and the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission thereunder promulgated thereunder). For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus (collectivelywhich term, as used herein, shall include the “Act”Final Preliminary Prospectus), a shelf registration statement on Form S-3 (having or the registration number 333-128722), including a form of prospectus, relating Prospectus or any amendment or supplement to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) foregoing shall be deemed to be part of include the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and copy filed with the Commission pursuant to Rule 424(bits Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is hereinafter referred to incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the “Basic Prospectus”) relating case may be. All references herein to the Notes Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to refer to and include the method documents incorporated by reference therein pursuant to Item 12 of distribution thereofForm S-3 which were filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) on or before the Effective Date of the Registration Statement or the issue date of any preliminary prospectus or the Prospectus, as the case may be; and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date (as defined below) of the Registration Statement or the issue date of any preliminary prospectus or the Prospectus, as the case may be, deemed to be incorporated therein by reference. Certain terms used herein are defined in Section 22 hereof. The Basic Prospectus and Company hereby confirms its agreements with the Prospectus Supplement is hereinafter referred to Underwriters as the “Prospectus.”follows:

Introductory. Capital One Santander Drive Auto Receivables, Receivables LLC, a Delaware limited liability company (the “Seller” or “Depositor”) ), and Capital One Auto Finance, Santander Consumer USA Inc., a Texas corporation, an Illinois corporation (“COAFSC”), confirm their agreement with BNP Paribas Securities Corp. (the Representatives and “Representative”), as representative of the other several underwriters named in the applicable Terms Agreement (collectively, the “Underwriters” and each, an “Underwriter”) listed in Section 2 of the Terms Exhibit attached hereto as Exhibit A (the “Terms Exhibit”) as follows: The Seller proposes to sell to the Underwriters the notes of the classes designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”). The Notes are to be issued by Capital One Prime Drive Auto Receivables Trust 20062024-21, a Delaware statutory trust (the “Issuer”), will issue the notes specified in Section 1 of the Terms Exhibit (the “Issued Notes”) under pursuant to the Indenture Indenture, dated as of the Closing Date (as defined below) (the “Indenture”), dated as of the Closing Date, between the Issuer and The Bank of New YorkWilmington Trust, National Association, as indenture trustee (the “Indenture Trustee”). The Seller proposes to sell to the Underwriters the Issued Notes will be collateralized by specified in Section 3 of the Trust Estate Terms Exhibit (as defined belowthe “Notes”). The assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing DateDate (the “Sale and Servicing Agreement”), by and among the Seller, the Issuer, COAF SC, as servicer, and the Indenture Trustee (Trustee, the “Sale Related Security relating thereto and Servicing Agreement”), (ii) the Receivable Files, (iii) the security interests in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables Collections thereon after the applicable Cut-Off Date, (vii) any other property securing the Receivablesall Receivable Files, (viiii) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts (other than the Certificate Distribution Account) established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein, other than as provided in Section 3.7 of the Sale and Servicing Agreement), (viiiv) the rights of the Seller, as buyer, under the Purchase Agreement, (viiiv) the rights of the Issuer under the Sale and Servicing Agreement and the Limited Guaranty Administration Agreement and (ixvi) all proceeds of the foregoing. The Issued Notes will be collateralized by the Trust Estate. The Receivables and related property will be conveyed to the Seller by COAF SC pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF Date (the “Purchase Agreement”) ), between the Seller and SC, and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. The terms of the Notes are set forth in the Registration Statement (as defined below) and the related Prospectus (as defined below), as supplemented by a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein or in the Terms Agreement (as defined below) Exhibit shall have the meanings given such terms in Appendix A to the Sale and Servicing Agreement. The Seller has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 SF-3 (having the registration number 333-128722261901), including a form of prospectus, relating to the Notesoffering of asset-backed notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof, or the Seller has prepared and filed (before the expiration of such three year period) with the Commission in accordance with the Act, a new shelf registration statement on Form SF-3 and such new registration statement includes unsold securities covered by the earlier registration statement, which such unsold securities may continue to be offered and sold until the earlier of the effective date of the new registration statement or 180 days after the third anniversary of the initial effective date of the prior registration statement, as permitted pursuant to paragraph (a)(5) of Rule 415 of the Act. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms this Underwriting Agreement, the most recent such amendment has shall have been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B 430D under the Act, is referred to in this Underwriting Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus Supplement”) to the final prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement theretoas amended and supplemented, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is hereinafter referred to as the “Prospectus.”

Introductory. Capital One Auto Receivables, LLC, a Delaware limited liability company (the “Seller”) and Capital One Auto FinanceTilray Brands, Inc., a Texas corporation, Delaware corporation (the “COAFCompany”), confirm their agreement with proposes to sell, pursuant to the Representatives and terms of this Underwriting Agreement (this “Agreement”), to the other underwriters named in the applicable Terms Agreement Schedule A hereto (collectively, the “Underwriters”) as follows: The Seller proposes to sell ), $150,000,000 principal amount of its 5.20% Convertible Senior Notes due 2027 (the “Initial Securities”). In addition, the Company has granted to the Underwriters the notes an option to purchase up to $22,500,000 principal amount of the classes designated in the applicable Terms Agreement (as hereinafter defined) its 5.20% Convertible Senior Notes due 2027 (the “NotesOptional Securities”)) as provided in Section 3. The Notes Initial Securities and, if and to the extent such option is exercised, the Optional Securities are to collectively called the “Securities.” The Securities will be issued by Capital One Prime Auto Receivables Trust 2006-2, a Delaware statutory trust convertible into shares (the “IssuerUnderlying Securities”) under of the Indenture Company’s Class 2 Common Stock, par value $0.0001 per share (the “IndentureCommon Stock”), dated as of provided in the Closing Date, between the Issuer and The Bank of New York, as indenture trustee (the “Indenture Trustee”). The Notes will be collateralized by the Trust Estate (as defined below). The assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, Securities will be issued pursuant to an Indenture to be dated as of the First Closing Date, by and among the Seller, the Issuer, COAF and the Indenture Trustee (the “Sale and Servicing Agreement”), (ii) the Receivable Files, (iii) the security interests in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement and the Limited Guaranty and (ix) all proceeds of the foregoing. The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF (the “Purchase Agreement”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. The terms of the Notes are set forth in the Registration Statement Date (as defined below) (the “Base Indenture”), between the Company and Computershare Trust Company, N.A., as trustee (the related Prospectus (as defined below“Trustee”), as supplemented by a Prospectus Supplement that certain First Supplemental Indenture to such Base Indenture between the Company and the Trustee (as defined belowthe “First Supplemental Indenture” and together with the Base Indenture, the “Indenture”). Capitalized Concurrently with the issuance of the Securities, up to 38,500,000 shares of Common Stock (the “Loaned Shares”) are being loaned by the Company to Jefferies Capital Services, LLC (the “Borrower”) pursuant to and upon the terms used herein but not defined herein or set forth in the Terms Agreement separate share lending agreement (the “Share Lending Agreement”) dated as defined below) shall have of May 25, 2023, between the meanings given such terms in Appendix A to Company and the Sale and Servicing Borrower. This Agreement. The Seller has prepared and filed with , the Indenture, the Securities and Exchange Commission (the Share Lending Agreement are collectively referred to herein as the “CommissionTransaction Documents,” and the transactions contemplated hereby and thereby are collectively referred to herein as the “Transactions.” Jefferies LLC and BofA Securities, Inc. have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in accordance connection with the provisions offering and sale of the Securities Act of 1933Securities. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as amendedUnderwriters, and the rules and regulations of term “Underwriters” shall mean either the Commission thereunder (collectively, singular or the “Act”), a shelf registration statement on Form S-3 (having the registration number 333-128722), including a form of prospectus, relating to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statementplural, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statementcontext requires.” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is hereinafter referred to as the “Prospectus.”

Introductory. Capital One Auto Receivables, LLCComEd Financing III (the "TRUST"), a Delaware limited liability company statutory business trust organized under the Business Trust Act (the “Seller”"DELAWARE ACT") and Capital One Auto Financeof the State of Delaware (Chapter 38, Inc.Title 12, a Texas corporationof the Delaware Code, (“COAF”12 Del. Sections 3801 et seq.), confirm their agreement and Commonwealth Edison Company, an Illinois corporation (the "COMPANY" and, together with the Representatives and the other underwriters named in the applicable Terms Agreement (collectivelyTrust, the “Underwriters”) as follows: The Seller proposes to sell to the Underwriters the notes of the classes designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”). The Notes are to be issued by Capital One Prime Auto Receivables Trust 2006-2, a Delaware statutory trust (the “Issuer”) under the Indenture (the “Indenture”"OFFERORS"), dated as of the Closing Date, between the Issuer propose to issue and The Bank of New York, as indenture trustee (the “Indenture Trustee”). The Notes will be collateralized by the Trust Estate (as defined below). The assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing Date, by and among the Seller, the Issuer, COAF and the Indenture Trustee (the “Sale and Servicing Agreement”), (ii) the Receivable Files, (iii) the security interests in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights of the Issuer to the funds on deposit sell from time to time Capital Securities. The Capital Securities will be issued by the Trust as ___% Capital Securities (liquidation amount of $____ per security) representing undivided beneficial interests in the assets of the Trust Accounts and any other account or accounts established pursuant (the "Capital Securities"). The Capital Securities will be guaranteed by the Company, to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement and the Limited Guaranty and (ix) all proceeds of the foregoing. The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF (the “Purchase Agreement”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. The terms of the Notes are set forth extent described in the Registration Statement (as defined below) and the related Prospectus (as defined below), with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Capital Securities Guarantee Agreement (the "Capital Securities Guarantee") to be dated as supplemented by a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein or in of the Terms Agreement Closing Time (as defined below) shall have between the meanings given such terms in Appendix A to the Sale Company and Servicing Agreement. The Seller has prepared and filed with the Securities and Exchange Commission Wilmington Trust Company as Trustee (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”"Guarantee Trustee"), a shelf registration statement on Form S-3 (having the registration number 333-128722), including a form of prospectus, relating to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file sell to the underwriters named in Schedule II hereto (the "Underwriters") for whom you are acting as Representative or Representatives (the "Representatives") Capital Securities in the aggregate principal amount and with the Commission terms specified in Schedule I hereto (the "Designated Securities"). The entire proceeds from the sale of the Designated Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "COMMON SECURITIES"), as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to Rule 424(b) under the Act Common Securities Guarantee Agreement (“Rule 424(b)”) a supplement (such supplementthe "COMMON SECURITIES GUARANTEE" and, together with any amendment thereof or supplement theretothe Capital Securities Guarantee, is the "GUARANTEES"), to be dated as of the Closing Time, made by the Company, and will be used by the Trust to purchase $______ in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______, 20__ (the "SUBORDINATED DEBENTURES") issued by the Company. The Designated Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust, to be dated as of the Closing Time (the "DECLARATION"), among the Company, as sponsor, __________ and __________, as administrative trustees (the "ADMINISTRATIVE TRUSTEES"), Wilmington Trust Company, as property trustee (the "PROPERTY TRUSTEE") and as Delaware trustee (the "DELAWARE TRUSTEE," and together with the Property Trustee and the Administrative Trustees, the "TRUSTEES"). The Subordinated Debentures will be issued pursuant to an indenture, dated as of September 1, 1995 (the "INDENTURE"), between the Company and Wilmington Trust Company, as trustee (the "DEBENTURE TRUSTEE"). The Capital Securities issued in book-entry form will be issued to Cede & Co. as nominee of The Depository Trust Company ("DTC") pursuant to a letter agreement, to be dated as of the Closing Time (the "DTC Agreement"), among the Trust, the Property Trustee and DTC. The Capital Securities, the Capital Securities Guarantee and the Subordinated Debentures are hereinafter collectively referred to as the “Prospectus Supplement”) to "PURCHASED SECURITIES." The Indenture, the prospectus included in Declaration, the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised DTC Agreement and filed with the Commission pursuant to Rule 424(b) is this Agreement are hereinafter referred to collectively as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is hereinafter referred to as the “Prospectus"OPERATIVE DOCUMENTS.”"

Introductory. Capital One Auto ReceivablesThe Company was incorporated under the laws of the State of Washington for the purpose of holding all of the shares of common stock of the Bank. The Company is authorized to issue 50,000,000 shares of capital stock, LLC, of which 45,000,000 shares are common stock having a Delaware limited liability company par value of one cent ($.01) per share (the “SellerCommon Stock”). The Offering, as defined below, is being conducted in connection with the mutual-to-stock conversion of the Bank (the “Conversion”). The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and Capital One Auto Financethe Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”). The Company and the Bank are sometimes referred to herein as the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, Inc.2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Texas corporationSyndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“COAFTax-Qualified Plans”), confirm their agreement with for a total of up to 10% of the Representatives and the other underwriters named Shares sold in the applicable Terms Agreement Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, the “UnderwritersSubscription Offering”) as follows: The Seller proposes to sell ). Shares of Common Stock not purchased in the Subscription Offering may be offered to the Underwriters general public in a community offering that is expected to be conducted during the notes of the classes designated in the applicable Terms Agreement (as hereinafter defined) Subscription Offering (the “NotesCommunity Offering”). The Notes are to be issued by Capital One Prime Auto Receivables Trust 2006-2In the Community Offering, a Delaware statutory trust (the “Issuer”) under the Indenture (the “Indenture”), dated as of the Closing Date, between the Issuer and The Bank of New York, as indenture trustee (the “Indenture Trustee”). The Notes preference will be collateralized by given to natural persons residing in the Trust Estate Washington counties of Grays Harbor, Thurston, Lewis, ▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇. It is acknowledged that the Company reserves the right, in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (as defined below). The assets Shares of Common Stock not purchased in the Issuer Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Trust EstateSyndicated Community Offering”) consist ). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property categories of the IssuerOffering combined generally is 50,000 shares, including provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without limitation (i) further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing Date, by and among the SellerConversion, the Issuer, COAF Bank filed with the Department and the Indenture Trustee FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Sale Conversion Application”) and Servicing Agreementamendments thereto as required by the Department and the FDIC. The Company has filed with the Board of Governors of the Federal Reserve System (the “Board”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), (ii) the Receivable Files, (iii) the security interests in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement and the Limited Guaranty regulations promulgated thereunder. Collectively, the Conversion Application and (ix) all proceeds of the foregoingHolding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF (the “Purchase Agreement”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. The terms of the Notes are set forth in the Registration Statement (as defined below) and the related Prospectus (as defined below), as supplemented by a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein or in the Terms Agreement (as defined below) shall have the meanings given such terms in Appendix A to the Sale and Servicing Agreement. The Seller Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with a registration statement on Form S-1 (File No. 333-154734) (the provisions “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder amended (collectively, the “1933 Act”), a shelf registration statement on Form S-3 (having the registration number 333-128722), including a form of prospectus, relating to the Notes. The registration statement and has filed such amendments thereto and such amended prospectuses as amended has may have been declared effective by the Commission not more than three years prior required to the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statementThe prospectus, as amended at the time of effectivenessamended, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “Rule 424(b)1933 Act Regulations”) a supplement (such supplementdiffers from the prospectus on file at the time the Registration Statement becomes effective, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus Supplement”) term “ Prospectus” shall refer to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) from and after the time such prospectus is hereinafter filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as the a “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is hereinafter referred to as the “Permitted Free Writing Prospectus.”

Introductory. Capital One Auto ReceivablesChesapeake Energy Corporation, LLC, a Delaware limited liability company an Oklahoma corporation (the “SellerCompany”), proposes to issue and sell to Deutsche Bank Securities Inc. (the “Underwriter”) $500,000,000 principal amount of its 2.500% Contingent Convertible Senior Notes due 2037 (the “Firm Securities”) and Capital One Auto Financealso proposes to issue and sell to the Underwriter an overallotment option, Inc., a Texas corporation, exercisable from time to time by the Underwriter to purchase up to an additional $75,000,000 principal amount of its 2.500% Contingent Convertible Senior Notes due 2037 (the “COAFOptional Securities”). The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. The Offered Securities will be unconditionally guaranteed (the “Guarantees”) by each existing subsidiary of the Company, confirm their agreement other than certain de minimis subsidiaries, and, subject to certain exceptions, by subsequently acquired domestic subsidiaries of the Company in accordance with the Representatives and terms of the other underwriters named in the applicable Terms Agreement Indenture referred to below (collectively, the “Underwriters”) as follows: The Seller proposes to sell to the Underwriters the notes of the classes designated in the applicable Terms Agreement (as hereinafter defined) (the “NotesSubsidiary Guarantors”). The Notes Offered Securities will be convertible into cash and, if applicable, shares of common stock, par value $0.01, at a conversion rate on the terms, and subject to the conditions, set forth in the Indenture. The shares of common stock which may be issued upon conversion are referred to herein as the “Underlying Shares”. The Offered Securities are to be issued by Capital One Prime Auto Receivables Trust 2006-2issued, a Delaware statutory trust (the “Issuer”) as additional securities, under the Indenture indenture dated as of May 15, 2007 (the “Indenture”), dated as of among the Closing DateCompany, between the Issuer Subsidiary Guarantors and The Bank of New YorkYork Trust Company, N.A., as indenture trustee (the “Indenture Trustee”). The Offered Securities will form a single class and series with $1,150,000,000 aggregate principal amount of the Company’s 2.500% Contingent Convertible Senior Notes will be collateralized due 2037 issued by the Trust Estate (as defined below)Company on May 15, 2007 under the Indenture. The assets of Offered Securities, however, will not have the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property same CUSIP number as and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing Date, by and among the Seller, the Issuer, COAF and the Indenture Trustee (the “Sale and Servicing Agreement”), (ii) the Receivable Files, (iii) the security interests in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection will not be fungible for U.S. federal income tax purposes with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement and the Limited Guaranty and (ix) all proceeds of the foregoingsuch notes. The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF (the “Purchase Agreement”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. The terms of the Notes are set forth in the Registration Statement (as defined below) and the related Prospectus (as defined below), as supplemented by a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein or in the Terms Agreement (as defined below) shall have the meanings given such terms in Appendix A to the Sale and Servicing Agreement. The Seller has prepared and filed Company hereby agrees with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, Underwriter as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (having the registration number 333-128722), including a form of prospectus, relating to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is hereinafter referred to as the “Prospectus.”follows:

Introductory. Capital One Auto Receivables, LLCTellurian Inc., a Delaware limited liability company corporation (“Company”), agrees with R▇▇▇ Capital Partners, LLC that it shall act as placement agent (the “Seller”) and Capital One Auto Finance, Inc., a Texas corporation, (“COAFPlacement Agent”), confirm their agreement along with the Representatives and the other underwriters named in the applicable Terms Agreement Citigroup Global Markets Inc. (collectively, the “UnderwritersCiti”) as follows: The Seller proposes to sell in respect of the Company’s issuance and sale to the Underwriters the notes Purchasers (as defined below) of $500,000,000 principal amount of the classes designated in the applicable Terms Agreement (as hereinafter defined) 6.00% Convertible Senior Secured Notes due 2025 (the “NotesOffered Securities”). The Notes are to Offered Securities will be issued by Capital One Prime Auto Receivables Trust 2006-2convertible into shares of common stock, a Delaware statutory trust par value $0.01 per share, of the Company (the “IssuerCommon Stock”) under on the terms, and subject to the conditions, set forth in the Indenture (the “Indenture”), dated as of the Closing Date, between the Issuer and The Bank of New York, as indenture trustee (the “Indenture Trustee”). The Notes will be collateralized by the Trust Estate (as defined below). The assets of Offered Securities will be issued pursuant to the Issuer indenture dated on or about June 3, 2022 (the “Trust EstateBase Indenture”) consist of all moneybetween the Company and Wilmington Trust, accountsNational Association, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing Date, by and among the Seller, the Issuer, COAF and the Indenture Trustee trustee (the “Sale Trustee”), as supplemented by a first supplemental indenture to be dated on or about June 3, 2022 between the Company, the Trustee and Servicing the collateral agent named therein (the “Collateral Agent”) (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”). (a) On the Closing Date (as defined below), Tellurian Investments LLC, a direct wholly owned subsidiary of the Company (“Investments”), and the Collateral Agent shall execute and deliver the Pledge Agreement (the “Pledge Agreement”), pursuant to which Investments will grant a first priority security interest (ii) the Receivable Files, subject to certain Permitted Liens (iii) the security interests as defined in the Financed Vehicles Indenture)) to the Collateral Agent, as collateral agent for the holders of the Notes in all of the equity interests held by Investments in Tellurian Production Holdings LLC (“Production LLC”). This Agreement, the Pledge Agreement and the Indenture are collectively referred to as the “Transaction Documents.” (b) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all Certificates the terms and conditions of Title in this Agreement, the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy Placement Agent and refunds Citi shall be the exclusive placement agents in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing offering and sale by the Receivables, (vi) the rights Company of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established Offered Securities pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement and the Limited Guaranty and (ix) all proceeds of the foregoing. The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF (the “Purchase Agreement”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. The terms of the Notes are set forth in the Company's Registration Statement (as defined below), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent, Citi and the related Prospectus (as defined below), as supplemented by a Prospectus Supplement Purchasers (as defined below). Capitalized terms used herein but not defined herein The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Offered Securities, or any portion thereof, in the Terms Agreement prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates (as defined below) be obligated to underwrite or purchase any of the Offered Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Offered Securities and the Company shall have the meanings given sole right to accept offers to purchase Offered Securities and may reject any such terms offer, in Appendix A whole or in part. (c) The term of the exclusive engagement of the Placement Agent and Citi will be until the completion of the Offering; provided, however, that a party hereto may terminate the engagement with respect to itself at any time upon 10 days written notice to the Sale and Servicing Agreementother parties. The Seller has prepared and filed with Notwithstanding anything to the Securities and Exchange Commission (the “Commission”) in accordance with contrary contained herein, the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the indemnification provisions will survive any expiration or termination of the Securities Act of 1933, as amendedthis Agreement, and the rules Company’s obligation to pay fees actually earned and regulations of the Commission thereunder (collectively, the “Act”payable and to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof and which are permitted to be reimbursed under FINRA Rule 5110(f)(2)(D)(i), a shelf registration statement on Form S-3 (having the registration number 333-128722), including a form will survive any expiration or termination of prospectus, relating to the Notesthis Agreement. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein “Registration Statement.Affiliate” The Company proposes to file means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Commission pursuant to a Person as such terms are used in and construed under Rule 424(b) 405 under the Act (“Rule 424(bas defined below)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is hereinafter referred to as the “Prospectus.”

Introductory. Capital One Auto Receivables, LLCAnteris Technologies Global Corp., a Delaware limited liability company corporation (the “Seller”) and Capital One Auto Finance, Inc., a Texas corporation, (“COAFCompany”), confirm their agreement with proposes to sell, pursuant to the Representatives and the other underwriters named in the applicable Terms terms of this Underwriting Agreement (collectively, the this “Underwriters”) as follows: The Seller proposes to sell to the Underwriters the notes of the classes designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”). The Notes are to be issued by Capital One Prime Auto Receivables Trust 2006-2, a Delaware statutory trust (the “Issuer”) under the Indenture (the “Indenture”), dated as of the Closing Date, between the Issuer and The Bank of New York, as indenture trustee (the “Indenture Trustee”). The Notes will be collateralized by the Trust Estate (as defined below). The assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing Date, by and among the Seller, the Issuer, COAF and the Indenture Trustee (the “Sale and Servicing Agreement”), (ii) the Receivable Files, (iii) the security interests in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights of the Issuer to the funds on deposit from time to time several underwriters named in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement and the Limited Guaranty and (ix) all proceeds of the foregoing. The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF Schedule A hereto (the “Purchase AgreementUnderwriters,” or, each, an “Underwriter”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. The terms of the Notes are set forth in the Registration Statement (as defined below) and the related Prospectus (as defined below), as supplemented by a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein or in the Terms Agreement (as defined below) shall have the meanings given such terms in Appendix A to the Sale and Servicing Agreement. The Seller has prepared and filed with the Securities and Exchange Commission an aggregate of [●] shares of common stock, $0.0001 par value (the “CommissionCommon Stock”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (having the registration number 333-128722), including a form of prospectus, relating to the NotesCompany. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery aggregate of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed [●] shares so proposed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, sold is hereinafter referred to as the “Prospectus SupplementFirm Stock”. The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section ‎3 hereof, up to an additional [●] shares of Common Stock (the “Optional Stock”). The Firm Stock and the Optional Stock are hereinafter collectively referred to as the “Stock”. TD Securities (USA) LLC (“T▇ ▇▇▇▇▇”), Barclays Capital Inc. (“Barclays”) to and C▇▇▇▇▇ F▇▇▇▇▇▇▇▇▇ & Co. (“C▇▇▇▇▇”) are acting as representatives of the prospectus included several Underwriters and in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is capacity are hereinafter referred to as the “Basic ProspectusRepresentatives.” On the date hereof, the business of the Company is conducted through Anteris Technologies Ltd, an Australian public company listed on the Australian Securities Exchange (“ASX”) relating and originally registered in Western Australia, Australia (“Anteris OpCo”), and its subsidiaries. In connection with the offering of the Stock as contemplated by this Agreement, immediately prior to the Notes consummation of the offering, (i) the operations of Anteris OpCo will be reorganized into a structure whereby the Company will be the ultimate parent company and will directly own 100% of the method economic interests in Anteris OpCo and (ii) the Company will amend and restate its certificate of distribution thereofincorporation (as so amended and restated, the “Amended and Restated Charter”). Any references in this Agreement, to the extent the context requires, to the “Reorganization” shall have the meanings ascribed to the term “Reorganization” in the Prospectus. The Basic Prospectus Company and the Prospectus Supplement is hereinafter Anteris OpCo are collectively referred to herein as the “ProspectusAnteris Parties.”