<PAGE>

                                                                  Exhibit 10.1

                                                                  EXECUTION COPY

================================================================================

                        TRANSFER AND ASSIGNMENT AGREEMENT

                                 by and between

                         CAPITAL ONE AUTO FINANCE, INC.
                                  as Transferor

                                       and

                        CAPITAL ONE AUTO RECEIVABLES, LLC
                                  as Purchaser

                        ---------------------------------

                          Dated as of December 17, 2002

                        ---------------------------------

                                  $842,553,191

                      CAPITAL ONE AUTO FINANCE TRUST 2002-C
                        ASSET BACKED NOTES, SERIES 2002-C
                         CLASS A NOTES AND CLASS B NOTES

================================================================================

<PAGE>

                                TABLE OF CONTENTS

                                                                            Page

ARTICLE I     CERTAIN DEFINITIONS.............................................1

ARTICLE II    ASSIGNMENT AND ACQUISITION OF RECEIVABLES.......................3

   2.01   Assignment and Acquisition of Receivables...........................3

   2.02   The Closing.........................................................4

   2.03   Funding Dates.......................................................5

   2.04   [Reserved]..........................................................5

ARTICLE III   REPRESENTATIONS AND WARRANTIES..................................5

   3.01   Representations and Warranties of the Purchaser.....................5

   3.02   Representations and Warranties of the Transferor....................6

ARTICLE IV    CONDITIONS.....................................................17

   4.01   Conditions to Obligation of the Purchaser..........................17

   4.02   Conditions to Obligation of the Transferor.........................19

ARTICLE V     COVENANTS OF THE TRANSFEROR....................................19

   5.01   Protection of Right, Title and Interest............................19

   5.02   Other Liens or Interests...........................................20

   5.03   Principal Executive Office.........................................20

   5.04   Transfer Taxes.....................................................20

   5.05   Costs and Expenses.................................................20

   5.06   No Waiver..........................................................20

   5.07   Location of Servicer Files.........................................21

   5.08   [Reserved].........................................................21

   5.09   Assignment of Receivables..........................................21

   5.10   Transferor's Records...............................................21

   5.11   [Reserved].........................................................21

   5.12   Cooperation by Transferor..........................................21

   5.13   Assignment of Additional Receivables...............................22

   5.14   Notice of Breach...................................................22

ARTICLE VI    [RESERVED].....................................................22

ARTICLE VII   MISCELLANEOUS PROVISIONS.......................................22

   7.01   Obligations of Transferor..........................................22

                                       -i-

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)
                                                                            Page

   7.02   Repurchase Events..................................................22

   7.03   Purchaser's Assignment of Repurchased Receivables..................24

   7.04   Subsequent Transfer and Pledge.....................................24

   7.05   Amendment..........................................................24

   7.06   Waivers............................................................24

   7.07   Notices............................................................24

   7.08   Costs and Expenses.................................................25

   7.09   Representations....................................................25

   7.10   Confidential Information...........................................25

   7.11   Headings and Cross-References......................................25

   7.12   Governing Law......................................................25

   7.13   Counterparts.......................................................25

   7.14   No Bankruptcy Petition Against the Owner Trustee or the
             Purchaser.......................................................26

   7.15   Third Party Beneficiaries..........................................26

SCHEDULES AND EXHIBITS

Schedule I   Perfection Representations
Exhibit A    Assignment
Exhibit B    Sample Receivables - Forms
Exhibit C    [Reserved]
Exhibit D    Form of Certificate of Delivery
Exhibit E    Form of Dealer's Agreement

                                      -ii-

<PAGE>

                        TRANSFER AND ASSIGNMENT AGREEMENT

     This TRANSFER AND ASSIGNMENT AGREEMENT is made as of December 17, 2002, by
and between Capital One Auto Finance, Inc., a Texas corporation (the
"Transferor" or "COAF") and Capital One Auto Receivables, LLC, a Delaware
limited liability company (the "Purchaser").

     WHEREAS, the Transferor has acquired and will acquire in the ordinary
course of business, certain Receivables (as defined herein), each secured by a
security interest granted by the related Obligors (as defined in the Indenture)
in the Financed Vehicles (as defined in the Indenture) financed thereby; and

     WHEREAS, the Transferor and the Purchaser wish to set forth the terms and
provisions pursuant to which the Receivables are to be absolutely assigned by
the Transferor to the Purchaser on the Closing Date and on each Funding Date
(both as defined herein), which Receivables will then be transferred by the
Purchaser to Wilmington Trust Company (the "Owner Trustee") not in its
individual capacity but solely as Owner Trustee for Capital One Auto Finance
Trust 2002-C, as issuer (the "Issuer"), pursuant to the terms of that certain
Contribution Agreement dated of even date herewith (the "Contribution
Agreement") by and between the Purchaser and the Owner Trustee and Granted (as
defined in the Indenture) by the Owner Trustee to the Indenture Trustee for the
benefit of the Noteholders, the Swap Counterparty and the Note Insurer (both as
defined in the Indenture) as their interests appear, pursuant to the terms of
that certain Indenture dated of even date herewith (the "Indenture") by and
between the Owner Trustee and JPMorgan Chase Bank, as indenture trustee (the
"Indenture Trustee").

     NOW, THEREFORE, in consideration of the mutual covenants contained herein,
and other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto agree as follows:

                                    ARTICLE I

                               CERTAIN DEFINITIONS

     Capitalized terms used but not defined in this Agreement shall have the
meanings set forth in the Indenture. As used in this Agreement, the following
terms shall, unless the context otherwise requires, have the following meanings
(such meanings to be equally applicable to the singular and plural forms of such
terms and to the masculine, feminine and neuter genders of such terms):

     "Agreement" or "Transfer and Assignment Agreement" means this Transfer and
Assignment Agreement and all amendments and restatements hereof and supplements
hereto.

     "Assignment" means the document of assignment substantially in the form
attached to this Agreement as Exhibit A.

     "Closing Date" means December 17, 2002.

<PAGE>

     "COAF" means Capital One Auto Finance, Inc., a Texas corporation, its
successors and assigns.

     "Custodian File" has the meaning set forth in Section 4.01(d) hereof.

     "Eligible Receivable" means a Receivable which meets the requirements and
specifications set forth in Section 3.02(b) hereof.

     "Funding Date" means a date occurring not more than once per calendar week
during the Funding Period and on which the Subsequent Receivables are
transferred and assigned by the Transferor to the Purchaser, contributed and
assigned by the Purchaser to the Owner Trustee and Granted by the Owner Trustee
to the Indenture Trustee.

     "Indenture" means the Indenture dated of even date herewith by and between
the Owner Trustee and the Indenture Trustee, and all amendments and supplements
thereto and restatements thereof.

     "Indenture Trustee" means JPMorgan Chase Bank, a New York banking
corporation, its successors and assigns, as indenture trustee pursuant to the
Indenture.

     "Initial Receivables" means the Receivables acquired by the Purchaser,
transferred to the Owner Trustee and Granted to the Indenture Trustee on the
Closing Date.

     "Perfection Representations" means the representations, warranties and
covenants set forth in Schedule I attached hereto.

     "Purchaser" means Capital One Auto Receivables, LLC, a Delaware limited
liability company, its successors and assigns.

     "Receivable" means the obligation of an Obligor, as evidenced by a retail
installment contract and security agreement and/or installment loans
substantially in one of the forms included in Exhibit B hereto, as the case may
be, or such other forms as may be added by amendment or supplement to this
Agreement.

     "Repurchase Event" has the meaning specified in Section 7.02 hereof.

     "Subsequent Receivables" means the Eligible Receivables acquired by the
Purchaser, contributed and assigned to the Owner Trustee and Granted to the
Indenture Trustee on a Funding Date.

     "Transferor" means COAF.

     "Transfer Taxes" means any tax, fee or governmental charge payable by the
Transferor, the Purchaser, the Owner Trustee or the Indenture Trustee to any
federal, state or local government attributable to the assignment of a
Receivable.

     "Trust Property" has the meaning set forth in Section 2.01(a) hereof.

                                       2

<PAGE>

                                   ARTICLE II

                    ASSIGNMENT AND ACQUISITION OF RECEIVABLES

     2.01 Assignment and Acquisition of Receivables. On the Closing Date and on
each Funding Date, subject to the terms and conditions of this Agreement, the
Transferor agrees to absolutely assign to the Purchaser, and the Purchaser
agrees to acquire from the Transferor, the Receivables and the other Trust
Property relating thereto.

          (a) Initial Assignment of Receivables and Trust Property. On the
     Closing Date and simultaneously with the transactions pursuant to the
     Contribution Agreement and the Indenture, the Transferor shall transfer,
     absolutely assign and otherwise convey to the Purchaser, without recourse
     except as set forth herein, all of the Transferor's right, title and
     interest, whether now or hereafter existing, in and to (i) the Initial
     Receivables identified on the Schedule of Receivables delivered on the
     Closing Date, and all moneys received thereon (including amounts received
     on any Extended Service Agreements relating thereto), after the related
     Cutoff Date (except for interest accrued as of the related Cutoff Date and
     actually received subsequent to such Cutoff Date which shall be withdrawn
     from the Revenue Fund, to the extent contained therein, and paid to the
     Transferor); (ii) the security interest of the Transferor in the Financed
     Vehicles granted by the Obligors pursuant to the Initial Receivables and
     the certificates of title to such Financed Vehicles; (iii) the interest of
     the Transferor in any proceeds from claims on any physical damage, credit
     life, risk default, disability or other insurance policies covering the
     Financed Vehicles or the Obligors or refunds in connection with Extended
     Service Agreements relating to Defaulted Receivables from such Cutoff Date;
     (iv) any property (including the right to receive future Liquidation
     Proceeds) that shall secure an Initial Receivable; (v) all right, title and
     interest of the Transferor in and to any recourse against any Dealer
     pursuant to the applicable Dealer Agreement (the form of which is attached
     hereto as Exhibit E); (vi) the original retail installment contracts and
     security agreements and/or installment loans evidencing the Initial
     Receivables; and (vii) the proceeds of any and all of the foregoing. (All
     of the property identified in this subsection (a) and the following
     subsection (c) shall constitute "Trust Property".)

          (b) Consideration for Initial Receivables. In consideration of the
     absolute assignment by the Transferor to the Purchaser of the Initial
     Receivables and the other Trust Property relating thereto described in
     Section 2.01(a) the Purchaser shall pay or cause to be paid to the
     Transferor, on the Closing Date, an amount equal to the Receivables
     Purchase Price with respect to Initial Receivables acquired from the
     Transferor on such date in the form of cash by federal wire transfer (same
     day) funds and the Transferor shall make a capital contribution to the
     Purchaser on the Closing Date of Initial Receivables in an amount equal to
     1.00% of the Aggregate Receivables Balance of such Receivables as of the
     applicable Cutoff Date.

          (c) Assignment of Subsequent Receivables and Trust Property. On each
     Funding Date, the Transferor shall transfer, absolutely assign and
     otherwise convey to the Purchaser, without recourse except as set forth
     herein, all of the Transferor's right, title and interest, whether now or
     hereafter existing, in and to (i) the Subsequent Receivables

                                       3

<PAGE>

     identified on a Schedule of Receivables delivered on such Funding Date, and
     all moneys received thereon (including amounts received on any Extended
     Service Agreements relating thereto), after the respective Cutoff Date
     (except for interest accrued as of the related Cutoff Date and actually
     received subsequent to such Cutoff Date which shall be withdrawn from the
     Revenue Fund, to the extent contained therein, and paid to the Transferor);
     (ii) the security interest of the Transferor in the Financed Vehicles
     granted by the Obligors pursuant to such Subsequent Receivables and the
     certificates of title to such Financed Vehicles; (iii) the interest of the
     Transferor in any proceeds from claims on any physical damage, credit life,
     risk default, disability or other insurance policies covering the Financed
     Vehicles or the Obligors or refunds in connection with Extended Service
     Agreements relating to Defaulted Receivables from the related Cutoff Date;
     (iv) any property (including the right to receive future Liquidation
     Proceeds) that shall secure a Subsequent Receivable; (v) all right, title
     and interest of the Transferor in and to any recourse against any Dealer
     pursuant to the applicable Dealer Agreement; (vi) the original retail
     installment contracts and security agreements and/or installment loans
     evidencing the Subsequent Receivables; and (vii) the proceeds of any and
     all of the foregoing; provided, however, that Subsequent Receivables may
     not be acquired by the Purchaser, transferred by the Purchaser to the Owner
     Trustee and Granted by the Owner Trustee to the Indenture Trustee unless
     the addition of such Subsequent Receivables to the Receivables Pool meets
     the requirements set forth in Section 2.16 of the Indenture.

          (d) Consideration for Subsequent Receivables. In consideration of the
     absolute assignment by the Transferor to the Purchaser of the Subsequent
     Receivables and other Trust Property relating thereto described in Section
     2.01(c), the Purchaser shall, on the applicable Funding Date, pay or cause
     to be paid to the Transferor an amount equal to the Receivables Purchase
     Price with respect to the Subsequent Receivables acquired from the
     Transferor on such date in the form of cash by federal wire transfer (same
     day) funds and the Transferor shall make a capital contribution to the
     Purchaser on the Closing Date of Initial Receivables in an amount equal to
     1.00% of the Aggregate Receivables Balance of such Subsequent Receivables
     as of the applicable Cutoff Date.

          (e) Absolute Assignment. It is the intention of the Transferor and the
     Purchaser that each assignment, transfer and conveyance hereunder
     constitute an absolute assignment of the Trust Property from the Transferor
     to the Purchaser. If, notwithstanding the express intention of the parties,
     this Agreement is deemed not to constitute a transfer, conveyance and
     assignment of the Trust Property from the Transferor to the Purchaser, this
     Agreement shall be deemed to be a security agreement within the meaning of
     Article 8 and Article 9 of the Uniform Commercial Code as in effect in the
     State of Texas and the conveyance provided for in this Section 2.01 shall
     be deemed to be a grant by the Transferor to the Purchaser of a valid first
     priority perfected security interest in all of the Transferor's right,
     title and interest in and to the Trust Property.

     2.02 The Closing. The absolute assignment and purchase of the Initial
Receivables shall take place at a closing (the "Closing") at the offices of
Mayer, Brown, Rowe & Maw, Chicago, Illinois, on the Closing Date, simultaneously
with the closings under the Contribution Agreement and the Indenture pursuant to
which (a) the Transferor will transfer and assign all of

                                       4

<PAGE>

its right, title and interest in and to the Initial Receivables and other Trust
Property to the Purchaser, (b) the Purchaser will contribute and absolutely
assign all of its right, title and interest in and to the Initial Receivable and
other Trust Property to the Owner Trustee, (c) the Owner Trustee will Grant all
of its right, title and interest in and to the Initial Receivables and other
Trust Property to the Indenture Trustee for the benefit of the Noteholders, the
Swap Counterparty and the Note Insurer, and (d) the Class A Notes and the Class
B Notes will be issued.

     2.03 Funding Dates. The absolute assignment and purchase of the Subsequent
Receivables on each Funding Date shall take place at the offices of the
Indenture Trustee or such other location as the Purchaser and the Transferor may
reasonably agree. The assignment and purchase of the Subsequent Receivables
shall be made in accordance with Section 2.16 of the Indenture pursuant to which
(a) the Transferor will transfer and assign all of its right, title and interest
in and to the Subsequent Receivables and other Trust Property to the Purchaser,
(b) the Purchaser will contribute and assign all of its right, title and
interest in and to the Subsequent Receivables and other Trust Property to the
Owner Trustee, and (c) the Owner Trustee will grant all of its right, title and
interest in and to the Subsequent Receivables and other Trust Property to the
Indenture Trustee for the benefit of the Noteholders, the Swap Counterparty
(unless the Interest Rate Swap Agreement has been terminated and all amounts
owed to the Swap Counterparty have been paid in full) and the Note Insurer.

     2.04 [Reserved].

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

     3.01 Representations and Warranties of the Purchaser. The Purchaser hereby
represents and warrants to the Transferor as of the date hereof and as of the
Closing Date and each Funding Date:

          (a) Organization, Etc. The Purchaser is a limited liability company
     duly organized under the laws of the State of Delaware pursuant to a
     Certificate of Formation and is validly existing as a limited liability
     company and is in good standing under the laws of the State of Delaware and
     has full power and authority to execute and deliver this Agreement and to
     perform the terms and provisions hereof; the Purchaser is duly qualified to
     do business as a foreign business entity in good standing and has obtained
     all required licenses and approvals, if any, in all jurisdictions in which
     the ownership or lease of property or the conduct of its business requires
     such qualifications except those jurisdictions in which failure to be so
     qualified would not have a material adverse effect on the business or
     operations of the Purchaser.

          (b) Due Authorization. The execution, delivery and performance by the
     Purchaser of this Agreement have been duly authorized by all necessary
     corporate action, do not require any approval or consent of any Person, do
     not and will not conflict with any provision of the Certification of
     Formation or Limited Liability Company Agreement of the Purchaser and do
     not and will not conflict with or result in a breach which would constitute
     a material default under any agreement for borrowed money binding upon or

                                       5

<PAGE>

     applicable to it or such of its property which is material to it, or any
     law or governmental regulation or court decree applicable to it or such
     material property, and this Agreement is the legal, valid and binding
     obligation of the Purchaser enforceable in accordance with its terms except
     as the same may be limited by insolvency, bankruptcy, reorganization or
     other laws relating to or affecting the enforcement of creditors' rights or
     by general equity principles.

          (c) No Litigation. No litigation or administrative proceeding of or
     before any court, tribunal or governmental body is presently pending, or to
     the knowledge of the Purchaser threatened, against the Purchaser or its
     properties or with respect to this Agreement, which, if adversely
     determined would, in the opinion of the Purchaser, have a material adverse
     effect on the transactions contemplated by this Agreement.

          (d) Business Purpose. The Purchaser will acquire the Receivables for a
     bona fide business purpose and has undertaken the transactions contemplated
     herein as principal rather than as agent for the Transferor or any other
     person.

          (e) Purchaser's Records. This Agreement and all related documents
     describe the assignment of the Receivables to the Purchaser as a purchase
     by the Purchaser from the Transferor and evidence the clear intention by
     the Purchaser to effectuate a purchase of such Receivables. The financial
     statements and tax returns of the Purchaser will disclose that, under
     generally accepted accounting principles or for tax purposes, respectively,
     the Purchaser acquired ownership of the Receivables.

          (f) Internet Receivables. At least one payment on the receivables
     originated by PeopleFirst Finance, LLC on the basis of loan applications
     over the Internet have been made by the underlying obligor to PeopleFirst
     Finance, LLC.

     3.02 Representations and Warranties of the Transferor.

          (a) The Transferor hereby represents and warrants to the Purchaser and
     its successors and assigns as of the Closing Date and each Funding Date:

               (i) Organization, Etc. The Transferor is a corporation duly
          organized under the laws of the State of Texas and is validly existing
          and in good standing under the laws of the State of Texas; the
          Transferor has full power and authority to own its properties and to
          conduct its business as such properties are currently owned and such
          business is presently conducted and had at all relevant times, and
          has, the power, authority and legal right to acquire, own and sell the
          Receivables acquired, owned and sold by the Transferor.

               (ii) Due Qualification. The Transferor is duly qualified to do
          business as a foreign corporation, in good standing, and has obtained
          all necessary licenses and approvals, in all jurisdictions in which
          the ownership or lease of property or the conduct of its business
          requires such qualifications.

               (iii) Power and Authority. The Transferor has the power and
          authority to execute and deliver this Agreement and to carry out its
          terms; the

                                       6

<PAGE>

          Transferor has full power and authority to sell and assign the
          property sold and assigned to the Purchaser and has duly authorized
          such sale and assignment to the Purchaser by all necessary corporate
          or other action; the execution, delivery, and performance of this
          Agreement have been duly authorized by the Transferor by all necessary
          corporate or other action, do not require any approval or any consent
          of any Person, do not conflict with any material provision of the
          Articles of Incorporation or bylaws of the Transferor, and do not and
          will not conflict with or result in a breach which would constitute a
          material default under any agreement for borrowed money binding upon
          or applicable to it or such of its property which is material to it,
          or any law or governmental regulation or court decree applicable to it
          or such material property, and this Agreement is the legal, valid and
          binding obligation of the Transferor enforceable in accordance with
          its terms except as the same may be limited by insolvency, bankruptcy,
          reorganization or other laws relating to or affecting the enforcement
          of creditors' rights or by general equity principles.

               (iv) No Violation. The consummation of the transactions
          contemplated by this Agreement and the fulfillment of the terms hereof
          do not conflict with, result in any breach of any of the terms and
          provisions of, nor constitute (with or without notice or lapse of
          time) a default under, the certificate of incorporation of the
          Transferor, or any indenture, agreement or other instrument to which
          the Transferor is a party or by which it is bound; nor result in the
          creation or imposition of any Lien upon any of its properties pursuant
          to the terms of any such indenture, agreement or other instrument
          (other than this Agreement); nor violate any law or any order, rule or
          regulation applicable to the Transferor of any court or of any federal
          or state regulatory body, administrative agency, or other governmental
          instrumentality having jurisdiction over the Transferor or its
          properties.

               (v) No Proceedings. There are no proceedings or investigations
          pending, or, to the best of its knowledge, threatened, before any
          court, regulatory body, administrative agency or other governmental
          instrumentality having jurisdiction over the Transferor or its
          properties: (A) asserting the invalidity of this Agreement; (B)
          seeking to prevent the consummation of any of the transactions
          contemplated by this Agreement; or (C) seeking any determination or
          ruling that might materially and adversely affect the performance by
          the Transferor of its obligations under, or the validity or
          enforceability of, this Agreement.

               (vi) No Consents, Approvals. Neither the execution nor the
          delivery by the Transferor of this Agreement, nor the performance of
          the Transferor's obligations hereunder, require the consent or
          approval of, the giving of notice to, the registration with, or the
          taking of any other action with respect to, any governmental authority
          or agency under any existing federal or state law governing the
          Transferor, except such as have been previously obtained, made or
          taken.

                                       7

<PAGE>

               (vii) No Unpaid Taxes. All tax returns required to be filed by
          the Transferor in any jurisdiction have in fact been filed, and all
          taxes, assessments, fees and other governmental charges upon it or any
          subsidiary or upon any of its properties, income or franchises, shown
          to be due and payable on such returns have been paid. To the best of
          the Transferor's knowledge all such tax returns were true and correct
          and neither it nor any subsidiary knows of any proposed additional tax
          assessment against it in any material amount or of any basis therefor.

               (viii) Adequate Provisions for Taxes. The provisions for taxes on
          the Transferor's books are in accordance with generally accepted
          accounting principles.

               (ix) Pension/Profit Sharing Plans. No contribution failure has
          occurred with respect to any pension or profit sharing plan of the
          Transferor and all such plans have been fully funded as of the date of
          this Agreement.

               (x) Trade Name. "Capital One Auto Finance, Inc." is the only
          trade name under which the Transferor is currently operating its
          business. For the six (6) years (or such shorter period of time during
          which the Transferor was in existence) preceding the date hereof, the
          Transferor operated its business under the trade name "Capital One
          Auto Finance, Inc." or "Summit Acceptance Corporation" or that of its
          predecessor, "Summit Acceptance Finance, L.L.C." or that of its
          predecessor, "Summit Finance, L.L.C." "Capital One Auto Finance, Inc."
          is the name of the Transferor indicated on the public record of the
          Transferor's jurisdiction of organization which shows the Transferor
          to have been organized.

               (xi) Ability to Perform. There has been no material impairment in
          the ability of the Transferor to perform its obligations under this
          Agreement.

               (xii) Valid Business Reasons; No Fraudulent Transfers. The
          Transferor has valid business reasons for assigning the Receivables
          rather than obtaining a secured loan with the Receivables as
          collateral. At the time of the assignment: (A) the Transferor
          absolutely assigned the Receivables to the Purchaser without any
          intent to hinder, delay, or defraud any current or future creditor of
          the Transferor; (B) the Transferor was not insolvent or did not become
          insolvent as a result of the assignment; (C) the Transferor was not
          engaged and was not about to engage in any business or transaction for
          which any property remaining with the Transferor was an unreasonably
          small capital or for which the remaining assets of the Transferor were
          unreasonably small in relation to the business of the Transferor or
          the transaction; (D) the Transferor did not intend to incur, and did
          not believe or reasonably should not have believed that it would
          incur, debts beyond its ability to pay as they become due; and (E) the
          consideration paid by the Purchaser to the Transferor for the
          Receivables absolutely assigned by the Transferor hereunder was
          equivalent to a fair market

                                       8

<PAGE>

          value of such Receivables under the circumstances of the transaction,
          including but not limited to, timing of such assignment.

               (xiii) Principal Executive Office. Since its inception, the
          Transferor has maintained its principal executive office in the State
          of Texas.

               (xiv) No Omission or Misstatement. Neither this Agreement nor any
          statement, report or other document furnished or to be furnished
          pursuant to this Agreement by the Transferor, or in connection with
          the transactions contemplated hereby, contains any untrue statement of
          fact or omits to state a fact necessary to make the statements
          contained herein or therein, in light of the circumstances under which
          they were made, not misleading insofar as the same relates to the
          Transferor. The Transferor has good and marketable title to, and is
          the owner of, each Receivable absolutely assigned by the Transferor
          hereunder and the indebtedness evidenced by each such Receivable is
          subject to no Lien, charge, security interest or encumbrance of any
          kind or nature and the Transferor has the unqualified right to
          contribute, transfer, convey and assign its ownership interest in each
          such Receivable and the indebtedness evidenced thereby; the Transferor
          has not made any prior assignment of any Receivable or its rights
          thereto or thereunder except to existing lenders, the lien of which
          lenders will be released in connection with the transactions
          hereunder.

               (xv) Perfection Representations. The Perfection Representations
          shall be a part of this Transfer and Assignment Agreement for all
          purposes.

          (b) The Transferor makes the following representations and warranties
     as to the Receivables absolutely assigned hereunder by the Transferor on
     which representations and warranties the Purchaser relies in acquiring the
     Receivables. Such representations and warranties speak as of the execution
     and delivery of this Agreement and as of the Closing Date or Funding Date,
     as the case may be, but shall survive the absolute assignment of the
     Receivables to the Purchaser and the subsequent transfer of the Receivables
     by the Purchaser to the Owner Trustee pursuant to the Contribution
     Agreement and Grant of the Receivables by the Owner Trustee to the
     Indenture Trustee pursuant to the Indenture:

               (i) Characteristics of Receivables. Each Receivable (A) to the
          extent originated by COAF has been originated in the United States of
          America by COAF through a Dealer approved by COAF under COAF's
          approved form of Dealer Agreement (a copy of which is attached hereto
          as Exhibit E), in the ordinary course of COAF's business, and has been
          fully and properly executed by the parties thereto, (B) to the extent
          originated by COAF, has been assigned, together with the security
          interest in the related Financed Vehicle, by the applicable Dealer to
          COAF, (C) has created or creates a valid, subsisting, and enforceable
          first priority security interest (1) in favor of COAF in the related
          Financed Vehicle or (2) in the case of a Referral Receivable or in the
          case of a Receivable originated by PeopleFirst Finance, LLC, in favor
          of the applicable Referral Originator or PeopleFirst Finance, LLC in
          the related Financed Vehicle

                                       9

<PAGE>

          which has been validly assigned by such Referral Originator or
          PeopleFirst Finance, LLC to the Transferor, in each case which
          security interest is being transferred and assigned by the Transferor
          to the Purchaser in accordance with the terms of this Transfer and
          Assignment Agreement and contributed and assigned by the Purchaser to
          the Owner Trustee in accordance with the terms of the Contribution
          Agreement and Granted by the Owner Trustee to the Indenture Trustee in
          accordance with the terms of the Indenture, (D) contains customary and
          enforceable provisions such that the rights and remedies of the holder
          thereof are adequate for realization against the collateral of the
          benefits of the security, (E) is denominated in U.S. dollars and
          provides for level monthly payments (provided that the payment in the
          first or last payment period in the life of the Receivable may be
          minimally different from the level payment) that fully amortize the
          Amount Financed by maturity and yield interest at the applicable
          Contract Rate (as determined in accordance with the definition of
          Scheduled Interest Receivables and Simple Interest Receivables), and
          (F) to the best knowledge of COAF, is due from an Obligor which is a
          citizen of the United States.

               (ii) Schedule of Receivables. The information set forth in the
          Schedule of Receivables is true and correct in all material respects
          as of the close of business on the applicable Cutoff Date, no
          selection procedures believed to be adverse to the Purchaser have been
          utilized in selecting the Receivables and the geographic distribution
          of the Obligors with respect to the Receivables or the credit quality
          characteristics of the Receivables assigned hereunder are not
          materially different from the Transferor's existing core portfolio.
          The information on the computer tape regarding the Receivables made
          available to the Purchaser and its assigns is true and correct in all
          material respects.

               (iii) Form of Receivables. Each of the Receivables is
          substantially in one of the forms included in Exhibit B attached
          hereto. Any modifications or deviations from the applicable form set
          forth in such Exhibit will not have a material adverse effect on the
          Noteholders or the Note Insurer and will not reduce the Scheduled
          Payment or other amounts due under such Receivable.

               (iv) Compliance with Law. Each Receivable, the sale of the
          related Financed Vehicle and any Extended Service Agreement complied
          in all material respects at the time it was originated or made and on
          the Closing Date or Funding Date, as the case may be, and does comply
          in all material respects with all requirements of applicable federal,
          State and local laws, and regulations thereunder, including, without
          limitation, usury laws, the Fair Credit Reporting Act, the Federal
          Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Debt
          Collection Practices Act, the Federal Trade Commission Act, the
          Magnuson-Moss Warranty Act, the Federal Reserve Board's Regulations B
          and Z, the applicable Consumer Credit Act, State adaptations of the
          National Consumer Act and of the Uniform Consumer Credit Code, and
          other consumer credit laws and equal credit opportunity and disclosure
          laws.

                                       10

<PAGE>

               (v) Binding Obligation. Each Receivable represents the genuine,
          legal, valid and binding payment obligation in writing of the Obligor,
          enforceable by the owner thereof in accordance with its terms.

               (vi) No Government Obligor. The Receivables are not due from the
          United States of America or any State or from any agency, department
          or instrumentality of the United States of America or any State.

               (vii) Security Interest in Financed Vehicle. Immediately prior to
          the assignment thereof, (1) each Receivable was secured by a first
          priority perfected security interest in the related Financed Vehicle
          in favor of the Transferor as secured party, (2) in the case of a
          Referral Receivable, such Referral Receivable was secured by a first
          priority security interest in the related Financed Vehicle in favor of
          the Referral Originator thereof which security interest has been
          validly assigned by such Referral Originator to the Transferor, (3) in
          the case of a Receivable originated by PeopleFirst Finance, LLC, such
          Receivable was secured by a first priority security interest in the
          related Financed Vehicle in favor of PeopleFirst Finance, LLC thereof
          which security interest has been validly assigned by PeopleFirst
          Finance, LLC to the Transferor or (4) all necessary and appropriate
          actions have been commenced that would result in the valid perfection
          of a first priority security interest in the Financed Vehicle in favor
          of the Transferor (or the applicable Referral Originator) upon
          completion of processing by the applicable state agency and the
          Servicer has a clear legal right to repossess the Financed Vehicle
          upon the occurrence of certain matters including non-payment under the
          Receivable. The Transferor warrants that it will defend its security
          interest in the Financed Vehicle that has been assigned hereunder
          against all Persons.

               (viii) Receivables in Force. The Receivables have not been
          satisfied, subordinated or rescinded, nor has the related Financed
          Vehicle been released from the lien granted by the Receivable in whole
          or in part.

               (ix) No Waiver. No provision of the Receivables has been waived,
          impaired, altered or modified in any respect except in accordance with
          the Servicing Agreement, the substance of which is reflected in the
          Schedule of Receivables as it relates to the information included
          thereon.

               (x) No Amendments. The Receivables have not been amended such
          that either the original Receivable Balance was modified or reduced or
          the number of the originally scheduled due dates has been increased
          except as permitted under the terms of the Collection Policy.

               (xi) No Defenses. The Receivables are not subject to any right of
          rescission, recoupment, setoff, counterclaim or defense.

               (xii) No Liens. No liens or claims have been filed for work,
          labor or materials relating to the Financed Vehicle that would be
          Liens prior to, or equal or

                                       11

<PAGE>

          concordant with, the security interest in the Financed Vehicle granted
          by the related Obligor pursuant to the related Receivable, there is no
          lien against the Financed Vehicle for delinquent taxes nor has such
          Receivable been satisfied, subordinated or rescinded.

               (xiii) No Default. Except for payment delinquencies continuing
          for a period of not more than thirty (30) days as of the applicable
          Cutoff Date, no default, breach, violation or event permitting
          acceleration under the terms of such Receivable has occurred; and no
          continuing condition that with notice or the lapse of time would
          constitute a default, breach, violation or event permitting
          acceleration under the terms of such Receivable has arisen, and the
          Transferor has not waived any of the foregoing. As of the applicable
          Cutoff Date, the Transferor has no knowledge of why such Receivable
          would not be paid in full. The Obligor is not an obligor under any
          other existing receivable payable to the Transferor or the Servicer
          which is in default or is more than thirty (30) days past due; to the
          best knowledge of the Transferor, the Obligor was not an obligor under
          any prior receivable which was in default.

               (xiv) Origination Date. All of the Receivables assigned hereunder
          have been originated on or before the applicable Cutoff Date.

               (xv) Insurance. In connection with the purchase of a Receivable,
          the Servicer required that it be furnished evidence that the related
          Financed Vehicle was covered by a comprehensive and collision policy
          subject to a deductibility not in excess of $500 (i) naming the
          Servicer as a loss payee and (ii) insuring against loss and damage due
          to fire, theft, transportation, collision and other risks generally
          covered by comprehensive and collision coverage.

               (xvi) Title. It is the intention of the Transferor that the
          transfer and assignment contemplated herein constitute an absolute
          assignment of each Receivable from the Transferor to the Purchaser and
          that the beneficial interest in and title to such Receivable not be
          property of the Transferor for any purpose under state or federal law.
          Immediately prior to the transfer and assignment contemplated herein,
          the Transferor had good and marketable title to each Receivable free
          and clear of all Liens and, immediately upon the transfer thereof, the
          Purchaser will have good and marketable title to each Receivable, free
          and clear of all Liens, except any Lien which will be released prior
          to assignment hereunder and the Lien created by the Indenture; and the
          security interest in each Receivable has been validly perfected under
          the UCC and other applicable law, if any.

               (xvii) Lawful Assignment. The Receivables have not been
          originated in, and are not subject to the laws of, any jurisdiction
          under which the contribution, assignment or pledge of the Receivable
          hereunder or the Contribution Agreement or Indenture would be
          unlawful, void or voidable.

                                       12

<PAGE>

               (xviii) All Filings Made. All filings (including, without
          limitation, UCC filings) necessary in any jurisdiction to give the
          Indenture Trustee a first priority perfected security interest in each
          Receivable have been made.

               (xix) One Original. There is only one manually executed original
          of the retail installment contract and security agreement and/or
          installment loans or similar agreement evidencing each of the
          Receivables. All items required to be in the Custodian File with
          respect to such Receivable have been delivered to the Custodian.

               (xx) Maturity of Receivables. Each of the Receivables has an
          original term of no more than 72 months, such Receivable calls for
          level monthly payments (provided that the payment in the first or last
          payment period in the life of such Receivable may be minimally
          different from the level payment), is fully amortizing and the final
          Scheduled Payment on such Receivable is due on or before December 17,
          2008.

               (xxi) Extensions; Modifications. No extension or modification has
          been made with respect to any of the Receivables except as permitted
          by the terms of the Collection Policy.

               (xxii) Contract Rate. Each of the Receivables has a Contract Rate
          of 6.45% or higher.

               (xxiii) Outstanding Receivable Balance; Down Payment. Receivables
          constituting the Receivables Pool each have an outstanding balance of
          greater than $3,000 and no more than $40,000; and the related Obligor
          has paid the entire amount of the down payment required in COAF's
          Credit Policy.

               (xxiv) Financing. Each of the Receivables is a Simple Interest
          Receivable or a Scheduled Interest Receivable.

               (xxv) Bankruptcy Proceeding. As of the applicable Cutoff Date,
          each of the Receivables was not noted in the Transferor's records as a
          dischargeable debt under a bankruptcy proceeding and none of the
          Receivables have been reduced or discharged in any bankruptcy
          proceeding.

               (xxvi) Chattel Paper, Marking of Records. Each of the Receivables
          constitutes "tangible chattel paper" as defined in the UCC. The
          Transferor's electronic or other ledgers have been marked to reflect
          the transfer and assignment of each Receivable to the Purchaser, the
          contribution and assignment thereof by the Purchaser to the Owner
          Trustee and the Grant thereof by the Owner Trustee to the Indenture
          Trustee.

               (xxvii) Age of Financed Vehicles. As of the Closing Date or
          Funding Dates, as the case may be, the aggregate Receivable Balance
          which relates to new Financed Vehicles represents at least 25% of the
          Aggregate Receivable Balance.

                                       13

<PAGE>

               (xxviii) No Future Advances. The full principal amount of each
          Receivable has been advanced to the related Obligor or advanced in
          accordance with the directions of such Obligor, and there is no
          requirement for future advances thereunder. The Obligor with respect
          to a Receivable does not have any options under such Receivable to
          borrow from any Person additional funds secured by the Financed
          Vehicle. The Receivable Balance as of the Closing Date or Funding
          Date, as the case may be, is fully secured by the related Financed
          Vehicle.

               (xxix) Underwriting Guidelines. Each of the Receivables has been
          originated in accordance with the Credit Policy, a copy of which is
          attached to the Servicing Agreement as Exhibit D and which shall not
          be materially altered during the Funding Period.

               (xxx) Receivable Balance. The Receivables do not have a
          Receivable Balance which includes capitalized interest, physical
          damage insurance or late charges.

               (xxxi) Servicing. At the applicable Cutoff Date, each of the
          Receivables was being serviced by the Servicer.

               (xxxii) Agreement. The representations and warranties of the
          Transferor herein are true.

               (xxxiii) No Proceedings. There are no proceedings or
          investigations pending, or, to the best knowledge of the Transferor,
          threatened, before any court, regulatory body, administrative agency
          or other governmental instrumentality having jurisdiction over the
          Transferor or its properties: (A) asserting the invalidity, illegality
          or lack of enforceability of the Receivables; (B) seeking to prevent
          the enforcement of the Receivable; (C) seeking any determination or
          ruling that might materially and adversely affect the payment on or
          enforceability of each Receivable; or (D) relating to the bankruptcy
          or insolvency of the related Obligor.

               (xxxiv) Collection Procedures. The collection practices utilized
          by any person servicing the Receivable in seeking payment under the
          documentation evidencing such Receivable have been in accordance with
          the Collection Policy and in all respects legal, proper, prudent and
          customary in the automobile loan servicing business.

               (xxxv) Aggregate Balances. Neither the Obligor under a Receivable
          nor any of its affiliates is the Obligor under a Receivable or
          Receivables with an aggregate Receivable Balance greater than $40,000
          as of the applicable Cutoff Date.

               (xxxvi) No Litigation. None of the Receivables has been in
          litigation or restructured.

                                       14

<PAGE>

               (xxxvii) No Charge Off. None of the Receivables has been charged
          off for accounting purposes by the Transferor.

               (xxxviii) Normal Procedures. Each of the Receivables has been
          originated, serviced and administered pursuant to the Transferor's
          normal credit, administration, collection and charge-off procedures.

               (xxxix) No Fraud, Misrepresentation. None of the Receivables has
          been originated with any fraud or misrepresentation.

               (xl) Payments Received. The Transferor has not received any
          payment with respect to any Receivable from any payor affiliated with
          the Transferor.

               (xli) Dealer's Agreements. The Dealer that sold a Receivable to
          the Transferor has entered into a Dealer's Agreement with the
          Transferor and such Dealer's Agreement constitutes the entire
          agreement between the Transferor and the related Dealer with respect
          to the sale of such Receivable to the Transferor. Such Dealer's
          Agreement is in full force and effect and is the legal, valid and
          binding obligation of such Dealer; there have been no material
          defaults by such Dealer or by the Transferor under such Dealer's
          Agreement; the Transferor has fully performed all of its obligations
          under such Dealer's Agreement; the Transferor has not made any
          statements or representations to such Dealer (whether written or oral)
          inconsistent with any term of such Dealer's Agreement; the purchase
          price (as specified in the applicable Dealer Agreement) for such
          Receivable has been paid in full by the Transferor; there is no other
          payment due to such Dealer from the Transferor for the purchase of
          such Receivable; such Dealer has no right, title or interest in or to
          any Receivable; there is no prior course of dealing between such
          Dealer and the Transferor which will affect the terms of such Dealer's
          Agreement. The Receivable was originated in the United States for the
          retail sale of the Financed Vehicle in the ordinary course of the
          Dealer's business.

               (xlii) Obligor Responsibility. Each of the Receivables contains
          provisions requiring the Obligor (A) to assume all risk of loss or
          malfunction of the related Financed Vehicle, (B) to maintain liability
          and collision insurance with respect thereto, (C) to pay all sales,
          use, property, excise and other similar taxes imposed on or with
          respect to the related Financed Vehicle and (D) to be liable for all
          payments required to be made thereunder, without any setoff,
          counterclaim or defense for any reason whatsoever.

               (xliii) Substitution, Etc. None of the Receivables provides for
          the substitution, exchange or addition of any Financed Vehicle subject
          to such Receivable.

                                       15

<PAGE>

               (xliv) Assignments. The rights with respect to a Receivable are
          assignable without the consent of any Person other than consents which
          will have been obtained on or before the Closing Date or Funding Date,
          as the case may be.

               (xlv) Previous Repossession. The Receivables are not secured by a
          security interest in a related Financed Vehicle which has been
          repossessed and is subject to redemption by the related Obligor; to
          the best knowledge of the Transferor, the Receivables are not secured
          by a security interest in a related Financed Vehicle which has been
          previously repossessed and redeemed by the original obligor unless
          approved in writing by the Note Insurer.

               (xlvi) [Reserved].

               (xlvii) Parties. As of the date of origination, the parties to
          the Receivables were the related Dealer, Referral Originator or
          PeopleFirst Finance, LLC and the Obligors.

               (xlviii) Submission of Titles. All documents necessary to permit
          the Indenture Trustee to submit the certificate of title for the
          related Financed Vehicle to the applicable Department of Motor
          Vehicles for retitling in the name of the Indenture Trustee as secured
          party have been delivered to the Custodian.

               (xlix) Transferor Fulfilled All Obligations. The Transferor and
          the Servicer have duly fulfilled all obligations to be fulfilled under
          or in connection with the origination, acquisition and assignment of
          the Receivables, including, without limitation, giving any notices or
          consents necessary to effect the Grant of the Receivables to the
          Indenture Trustee, and have done nothing to impair the rights of the
          Indenture Trustee, the Note Insurer, the Swap Counterparty or the
          Noteholders in payments with respect thereto. The Transferor has
          obtained all necessary licenses, permits and charters required to be
          obtained by the Transferor, which failure to obtain would render any
          portion of the documents executed in connection with the assignment
          from the Transferor to the Purchaser and the transfer from the
          Purchaser to the Owner Trustee of the Receivables and the issuance and
          sale of the Notes secured thereby unenforceable or would have a
          material adverse effect on the Note Insurer, the Swap Counterparty or
          the Noteholders.

               (l) Not Subject to Transfer Taxes. The assignment of the
          Receivables by the Transferor pursuant to this Transfer and Assignment
          Agreement is not subject to and will not result in any Transfer Taxes
          other than Transfer Taxes which have been or will be paid by the
          Transferor as due.

               (li) Complete and Accurate Information. The computer tape from
          which the selection was made of the Receivables being assigned on the
          Closing Date or Funding Date, as applicable, has been made available
          to any firm performing agreed upon procedures with respect to any
          information contained in the Registration Statement, and such
          information was complete and accurate as of

                                       16

<PAGE>

          its date and includes a description of the same Receivables that are
          described on the Schedule of Receivables and the payments due
          thereunder as of the Closing Date or Funding Date, as applicable.

               (lii) No Early Termination or Prepayment. None of the Receivables
          permits early termination or prepayment unless the amount to be paid
          by or on behalf of the Obligor in respect of such prepayment or
          termination is at all times equal to or in excess of the principal
          value of any Receivable.

               (liii) No Purchase After Cutoff Date. None of the Receivables was
          purchased by the Transferor after the applicable Cutoff Date.

               (liv) Extended Service Agreements. (A) All rights of the
          Transferor under each Extended Service Agreement relating to the
          Financed Vehicles have been assigned by the Transferor to the
          Purchaser, transferred by the Purchaser to the Issuer, and Granted by
          the Issuer to the Indenture Trustee; and (B) the Indenture Trustee
          will be entitled to receive all amounts due to an Obligor or
          lienholder upon cancellation of an Extended Service Agreement by an
          Obligor with respect to a Defaulted Receivable.

                                   ARTICLE IV

                                   CONDITIONS

     4.01 Conditions to Obligation of the Purchaser. The obligation of the
Purchaser to acquire the Receivables is subject to the satisfaction of the
following conditions:

          (a) Representations and Warranties True. The representations and
     warranties of the Transferor hereunder shall be true and correct on the
     Closing Date or Funding Date, as the case may be, with the same effect as
     if then made, and the Transferor shall have performed all obligations to be
     performed by it hereunder on or prior to the Closing Date or Funding Date,
     as the case may be.

          (b) Files Marked; Files and Records Owned by Purchaser. The Transferor
     shall, at its own expense, on or prior to the Closing Date or Funding Date,
     as the case may be, indicate in its files that the Receivables have been
     absolutely assigned to the Purchaser pursuant to this Agreement and the
     Transferor shall deliver to the Purchaser a Schedule of Receivables
     certified by the Chairman, the President, a Vice President or the Treasurer
     of the Transferor to be true, correct and complete. Further, the Transferor
     hereby agrees that the computer files and other physical records of the
     Receivables maintained by the Transferor will bear an indication reflecting
     that the Receivables are owned by the Purchaser.

          (c) Documents to be Delivered by the Transferor on or in connection
     with the Closing Date or Funding Date.

               (i) The Assignment. As of the Closing Date and each Funding Date,
          the Transferor shall execute an Assignment substantially in the form
          of Exhibit A

                                       17

<PAGE>

          hereto of the Receivables, the security interests in the related
          Financed Vehicles and the other Trust Property being absolutely
          assigned by the Transferor on such date (as identified on the Schedule
          of Receivables attached to such Assignment).

               (ii) Evidence of UCC Filings. On or prior to the Closing Date or
          Funding Date, as the case may be, the Transferor shall provide the
          Purchaser evidence that the Transferor has recorded and filed, at its
          own expense, (A) Termination Statements in each jurisdiction in which
          required by applicable law, to release any prior security interests in
          the Receivables granted by the Transferor and (B) UCC financing
          statements in each jurisdiction in which required by applicable law,
          authorized by the Transferor, as transferor or debtor, and naming the
          Purchaser, as purchaser or secured party, identifying the Receivables
          and the other Trust Property as collateral, meeting the requirements
          of the laws of each such jurisdiction and in such manner as is
          necessary to perfect the contribution, transfer, assignment and
          conveyance of such Receivables to the Purchaser. The Transferor shall
          deliver the Perfection UCC's, or other evidence satisfactory to the
          Purchaser of such filing, to the Indenture Trustee within thirty (30)
          days following the Closing Date or Funding Date, as the case may be,
          or promptly following such later date as such file-stamped copies or
          other evidence is received by or on behalf of the Purchaser.

               (iii) Other Documents. Such other documents as the Purchaser may
          reasonably request.

          (d) Documents to be Delivered by the Transferor in Connection with the
     Closing Date or Funding Date. Within two (2) Business Days preceding the
     Closing Date or Funding Date, as the case may be, the Transferor shall
     deliver or cause to be delivered to the Custodian or its designated bailee
     thereof, the following documents (with respect to each Receivable, a
     "Custodian File"):

               (i) the sole original counterpart of the retail installment
          contract and security agreement and/or installment loans evidencing
          each such Receivable and any and all amendments thereto; and

               (ii) (A) the original Certificate of Title or copies of
          correspondence to the appropriate State title registration agency, and
          all enclosures thereto, for issuance of the original Certificate of
          Title for the related Financed Vehicle or (B) if the appropriate State
          title registration agency issues a letter or other form of evidence of
          lien in lieu of a Certificate of Title, the original lien entry letter
          or form or copies of correspondence to such State title registration
          agency, and all enclosures thereto, for issuance of the original lien
          entry letter or form for the related Financed Vehicle.

Such delivery of Custodian Files shall be accompanied by a Certificate of
Delivery substantially in the form of Exhibit D hereto if COAF is not the
Servicer; provided, however, that, with respect to the Custodian Files delivered
pursuant to this subsection (d) of this Section 4.01, any original Certificate
of Title or other evidence of lien of the Transferor (or, in the case of a

                                       18

<PAGE>

Referral Receivable, the applicable Referral Originator) not so delivered to the
Custodian due to the fact that such title or other evidence of lien has not yet
been issued by a State Title Registration Agency and delivered to or on behalf
of the Transferor shall be delivered by the Transferor to the Custodian promptly
following receipt thereof by the Transferor but in no event later than 180 days
following the Closing Date or Funding Date, as the case may be; further
provided, however, that for any original Certificate of Title or other document
evidencing the Transferor's (or, in the case of a Referral Receivable, the
applicable Referral Originator's) status as lienholder not so delivered to the
Custodian, the Transferor shall be deemed to be in breach of its representations
and warranties contained in Section 3.02(b) hereof, and such occurrence shall
constitute a Repurchase Event pursuant to Section 7.02 hereof.

          (e) Other Transactions. The transactions contemplated by the
     Indenture, the Contribution Agreement and the Servicing Agreement shall be
     consummated on the Closing Date.

     4.02 Conditions to Obligation of the Transferor. The obligation of the
Transferor to absolutely assign the Receivables to the Purchaser on the Closing
Date or a Funding Date, as the case may be, is subject to the satisfaction of
the following conditions:

          (a) Representations and Warranties True. The warranties of the
     Purchaser hereunder shall be true and correct on the Closing Date or
     Funding Date, as the case may be, with the same effect as if then made, and
     the Purchaser shall have performed all obligations to be performed by it
     hereunder on or prior to the Closing Date or Funding Date, as the case may
     be.

          (b) Proceedings. All corporate and legal proceedings and all
     instruments in connection with the transactions contemplated by this
     Transfer and Assignment Agreement shall be satisfactory in form and
     substance to the Transferor, and the Transferor shall have received from
     the Purchaser copies of all documents (including, without limitation,
     records of applicable proceedings) relevant to the transactions herein
     contemplated as the Transferor may reasonably have requested.

                                    ARTICLE V

                           COVENANTS OF THE TRANSFEROR

     The Transferor agrees with the Purchaser as follows:

     5.01 Protection of Right, Title and Interest.

          (a) Filings. The Transferor shall cause all financing statements and
     continuation statements and any other necessary documents covering the
     right, title and interest of the Purchaser in and to the Receivables and
     the other Trust Property to be promptly filed, and at all times to be kept
     recorded, registered and filed, all in such manner and in such places as
     may be required by law fully to preserve and protect the right, title and
     interest of the Purchaser hereunder or the Indenture Trustee to the
     Receivables and the other Trust Property. The Transferor shall deliver or
     cause to be delivered to or at the direction of the Purchaser, file-stamped
     copies of, or filing receipts

                                       19

<PAGE>

     for, any document recorded, registered or filed as provided above, as soon
     as available following such recordation, registration or filing. The
     Purchaser shall cooperate fully with the Transferor in connection with the
     obligations set forth above and will authorize any and all documents
     reasonably required to fulfill the intent of this Section 5.01(a).

          (b) Name Change. Within fifteen (15) days after the Transferor makes
     any change in its name, identity, jurisdiction of organization or corporate
     structure which would make any financing statement or continuation
     statement filed in accordance with paragraph (a) above seriously misleading
     within the applicable provisions of the UCC or any title statute, the
     Transferor shall give the Purchaser, the Note Insurer, the Issuer, the Swap
     Counterparty and the Indenture Trustee notice of any such change and no
     later than five (5) days after the effective date thereof the Transferor
     shall file such financing statements or amendments as may be necessary to
     continue the perfection of the Purchaser's security interest in the Trust
     Property.

     5.02 Other Liens or Interests. Except for the assignments hereunder, the
Transferor will not sell, pledge, assign or transfer to any other person, or
grant, create, incur, assume or suffer to exist any Lien on, any interest
therein, and the Transferor shall defend the right, title, and interest of the
Purchaser in, to and under the Receivables against all claims of third parties
claiming through or under the Transferor and the Transferor warrants that it
will defend the security interest of the Indenture Trustee in the Financed
Vehicles against all Persons; provided, however, that the Transferor's
obligations under this Section 5.02 shall terminate upon the termination of the
Indenture.

     5.03 Principal Executive Office. Since its inception, the Transferor has
maintained its principal executive office in the State of Texas.

     5.04 Transfer Taxes. In the event that the Purchaser, the Issuer or the
Indenture Trustee receives actual notice of any Transfer Taxes arising out of
the transfer, assignment and conveyance of the Receivables on written demand by
the Purchaser, the Owner Trustee, the Issuer or the Indenture Trustee, or upon
the Transferor's otherwise being given notice thereof by the Purchaser, the
Owner Trustee, the Issuer or the Indenture Trustee, the Transferor shall pay,
and otherwise indemnify and hold the Purchaser, the Owner Trustee, the Issuer,
the Indenture Trustee, the Swap Counterparty (unless the Interest Rate Swap
Agreement has been terminated and all amounts owed to the Swap Counterparty have
been paid in full) and the Note Insurer harmless, on an after-tax basis, from
and against any and all such Transfer Taxes (it being understood that the
Noteholders, the Swap Counterparty (unless the Interest Rate Swap Agreement has
been terminated and all amounts owed to the Swap Counterparty have been paid in
full), the Indenture Trustee, the Owner Trustee, the Issuer, the Purchaser and
the Note Insurer shall have no obligation to pay such Transfer Taxes).

     5.05 Costs and Expenses. The Transferor agrees to pay all reasonable costs
and disbursements in connection with the perfection, as against all third
parties, of the absolute assignment to the Purchaser of the Transferor's right,
title and interest in and to the Receivables.

     5.06 No Waiver. The Transferor shall not waive any default, breach,
violation or event permitting acceleration under the terms of any Receivable.

                                       20

<PAGE>

     5.07 Location of Servicer Files. The Servicer Files, exclusive of the
Custodian Files, are to be kept at the Servicer's principal executive office.
The Custodian Files are to be kept at the Custodian's principal executive office
or such other office of the Custodian as specified in the Indenture.

     5.08 [Reserved].

     5.09 Assignment of Receivables. The Transferor will take no action
inconsistent with the Purchaser's ownership of the Receivables. If a third
party, including a potential purchaser of the Receivables, should inquire, the
Transferor will promptly indicate that ownership of the Receivables has been
absolutely assigned to the Purchaser.

     5.10 Transferor's Records. This Agreement and all related documents
describe the transfer of the Receivables from the Transferor as an absolute
assignment by the Transferor to the Purchaser and evidence the clear intention
by the Transferor to effectuate an absolute assignment of such Receivables. The
financial statements and tax returns of the Transferor will disclose that, under
generally accepted accounting principles, and for federal income tax purposes,
the Transferor transferred ownership of the Receivables to the Purchaser.

     5.11 [Reserved].

     5.12 Cooperation by Transferor.

          (a) The Transferor will cooperate fully and in a timely manner with
     the Purchaser, the Servicer, the Owner Trustee or the Indenture Trustee in
     connection with: (i) the filing of any claims with an insurer or any agent
     of any insurer under any insurance policy affecting an Obligor or any of
     the Financed Vehicles; (ii) supplying any additional information as may be
     requested by the Purchaser, the Indenture Trustee, the Servicer, the Owner
     Trustee, the Indenture Trustee or any such agent or insurer in connection
     with the processing of any such claim; and (iii) the execution or
     endorsement of any check or draft made payable to the Transferor
     representing proceeds from any such claim. The Transferor shall take all
     such actions as may be reasonably requested by the Purchaser, the Owner
     Trustee, the Servicer, the Note Insurer or the Indenture Trustee to protect
     the rights of the Purchaser or the Indenture Trustee on behalf of the
     Noteholders, the Swap Counterparty (unless the Interest Rate Swap Agreement
     has been terminated and all amounts owed to the Swap Counterparty have been
     paid in full) and the Note Insurer in and to any proceeds under any and all
     of the foregoing insurance policies. The Transferor shall not take or cause
     to be taken any action which would impair the rights of the Purchaser or
     the Indenture Trustee on behalf of the Noteholders, the Swap Counterparty
     (unless the Interest Rate Swap Agreement has been terminated and all
     amounts owed to the Swap Counterparty have been paid in full) and the Note
     Insurer in and to any proceeds under any of the foregoing insurance
     policies.

          (b) The Transferor shall, within two (2) Business Days of receipt
     thereof, endorse any check or draft payable to the Transferor representing
     insurance proceeds and (i) in the event there are no other payees on such
     check or draft, deposit such check or draft into the Collection Account and
     (ii) in the event such check or draft is also payable

                                       21

<PAGE>

     to the Indenture Trustee on behalf of the Noteholders, the Swap
     Counterparty (unless the Interest Rate Swap Agreement has been terminated
     and all amounts owed to the Swap Counterparty have been paid in full) and
     the Note Insurer, forward, via overnight courier, such endorsed check or
     draft to the Indenture Trustee for endorsement and return. The Transferor
     will hold in trust and remit to the Indenture Trustee, within two (2)
     Business Days of receipt thereof, any funds received with respect to the
     Receivables after the Cutoff Date.

     5.13 Assignment of Additional Receivables. The Transferor shall use its
best efforts in good faith to make available for assignment to the Purchaser, on
each Funding Date, all Receivables acquired by the Transferor which meet the
eligibility criteria set forth herein as of such date. This covenant and
agreement shall be for the benefit of the Purchaser, the Owner Trustee, the
Indenture Trustee and the Note Insurer or, if a Note Insurer Default has
occurred and is continuing, the Holders of the Notes, the Swap Counterparty
(unless the Interest Rate Swap Agreement has been terminated and all amounts
owed to the Swap Counterparty have been paid in full) and any such Person may
enforce its legal or equitable rights, remedies or claims hereunder.

     5.14 Notice of Breach. The Purchaser and the Transferor shall notify the
Indenture Trustee, the Owner Trustee, the Note Insurer, the Swap Counterparty
(unless the Interest Rate Swap Agreement has been terminated and all amounts
owed to the Swap Counterparty have been paid in full) and the Owner Trustee
promptly, in writing, of any breach of the representations and warranties or
covenants of the Transferor or the Purchaser contained herein.

                                   ARTICLE VI

                                   [RESERVED]

                                   ARTICLE VII

                            MISCELLANEOUS PROVISIONS

     7.01 Obligations of Transferor. The obligations of the Transferor under
this Agreement shall not be affected by reason of any invalidity, illegality or
irregularity of any Receivable.

     7.02 Repurchase Events. The Transferor hereby covenants and agrees to
deliver to the Purchaser and the Note Insurer prompt written notice of the
occurrence of a breach of any of the representations and warranties of the
Transferor contained in Section 3.02(b) hereof with respect to a Receivable
absolutely assigned hereunder.

          (a) Upon discovery by any of the Transferor, the Purchaser, the Owner
     Trustee, the Issuer, the Indenture Trustee, the Note Insurer or the
     Servicer of (i) a Nonconforming Receivable or (ii) failure to deliver to
     the Custodian either (A) any document required to be included in the
     Custodian File or (B) failure to deliver to the Indenture Trustee the
     Perfection UCCs, pursuant to Section 7.18 of the Indenture the

                                       22

<PAGE>

     party discovering such breach or failure to deliver shall give prompt
     written notice to each of the other foregoing parties. Except as
     specifically provided in the Servicing Agreement or Indenture, the
     Indenture Trustee has no obligation to review or monitor the Trust Property
     for compliance with representations and warranties, delivery requirements
     or payments. If (i) the breach of representations or warranties causing
     such Receivable to be a Nonconforming Receivable shall not have been (A)
     cured within thirty (30) days following notice thereof or (B) waived by the
     Note Insurer following notice thereof or (ii) the failure to deliver to the
     Custodian the Custodian File documents or the Perfection UCCs shall not
     have been cured within seven (7) calendar days following notice thereof
     (the occurrence of any of the foregoing constitutes a "Repurchase Event"),
     the Owner Trustee shall assign to the Purchaser and the Purchaser shall
     assign to the Transferor the Receivable and the other related items of the
     Trust Property affected by such breach, failure to deliver or non-payment
     and the Transferor shall accept such assignment from the Purchaser and
     deposit the Repurchase Price with respect to such Receivable into the
     Collection Account within five (5) Business Days following the applicable
     cure period or two (2) Business Days following receipt by the Transferor of
     notice from the Note Insurer that the Note Insurer will not waive the
     breach of representations or warranties causing such Receivable to be a
     Nonconforming Receivable; provided that such transfer and assignment shall
     only be made upon receipt by the Owner Trustee of notice from the Servicer
     (pursuant to the terms of the Servicing Agreement) that the Repurchase
     Price has been remitted to the Servicer and deposited into the Collection
     Account. In consideration of the removal of such Receivable and the other
     related items of the Trust Property, the Owner Trustee shall cause the
     Purchaser and the Purchaser shall cause the Transferor, no later than the
     fifth Business Day following such cure period, if any, to pay the
     Repurchase Price to the Servicer for deposit into the Collection Account.
     The Owner Trustee shall be entitled to enforce the obligations of the
     Purchaser, the Transferor and the applicable Dealer under the Contribution
     Agreement, this Transfer and Assignment Agreement and the Dealer's
     Agreements, respectively, to remit the Repurchase Price to the Servicer for
     deposit into the Collection Account no later than the last day of the
     Collection Period following such date. The Indenture Trustee and the Note
     Insurer are authorized to take action on behalf of the Owner Trustee to
     enforce the obligations of the Purchaser and the Transferor to repurchase
     such Receivable under the Contribution Agreement or this Transfer and
     Assignment Agreement, respectively, and to enforce the obligation of a
     Dealer to repurchase such Receivable under the applicable Dealer Agreement.

          (b) The obligations of the Transferor, the Purchaser and the Owner
     Trustee to remove any Receivable and the other related items of the Trust
     Property and to remit the Repurchase Price with respect to a Nonconforming
     Receivable or as to which a failure to deliver has occurred and is
     continuing shall constitute the sole remedy, except for the indemnification
     provisions expressly set forth in the Indenture, the Servicing Agreement,
     the Contribution Agreement, this Transfer and Assignment Agreement and the
     Insurance Agreement, against the Transferor, the Purchaser and the Owner
     Trustee for such breach or failure to deliver available to the Indenture
     Trustee, the Swap Counterparty or the Noteholders.

                                       23

<PAGE>

     7.03 Purchaser's Assignment of Repurchased Receivables. With respect to any
Receivable repurchased by the Transferor pursuant to this Agreement, the
Purchaser shall assign, without recourse, representation or warranty, to the
Transferor all the Purchaser's right, title and interest in and to such
Receivable, and all security and documents relating thereto.

     7.04 Subsequent Transfer and Pledge. The Transferor acknowledges that (a)
the Purchaser will absolutely assign the Receivables and the other Trust
Property along with the Purchaser's rights and benefits hereunder to the Owner
Trustee pursuant to the terms of the Contribution Agreement, (b) the Owner
Trustee will Grant the Receivables and the other Trust Property along with the
Owner Trustee's rights and benefits under the Contribution Agreement and
hereunder to the Indenture Trustee pursuant to the terms of the Indenture and
(c) the terms and provisions hereof are intended to benefit the Noteholders, the
Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated
and all amounts owed to the Swap Counterparty have been paid in full) and the
Note Insurer. The Transferor hereby consents to such assignments and Grants.

     7.05 Amendment. This Agreement may be amended, restated or supplemented
from time to time by a written agreement duly executed and delivered by the
Transferor and the Purchaser, but only with (a) fifteen (15) days' prior written
notice to the Rating Agencies and (b) the prior written consent of the Note
Insurer. No amendment to this Agreement shall be effective as to the Servicer,
to the extent such amendment is disadvantageous in any respect to the Servicer,
unless the Servicer has given its written consent to the amendment. The
Transferor shall deliver to the Persons identified on a list provided to the
Transferor by the Indenture Trustee, as such list may be amended from time to
time, a copy of any amendment to this Agreement.

     7.06 Waivers. No failure or delay on the part of the Purchaser or the Note
Insurer in exercising any power, right or remedy under this Agreement or an
Assignment shall operate as a waiver thereof, nor shall any single or partial
exercise of any such power, right or remedy preclude any other or further
exercise thereof or the exercise of any other power, right or remedy. Any waiver
of the terms and provisions hereof must be in writing and must be consented to
in writing by the Indenture Trustee and the Note Insurer.

     7.07 Notices. All notices, requests, consents and other communications
hereunder shall be in writing and shall be delivered personally or mailed by
first-class registered or certified mail, postage prepaid, or by telephonic
facsimile transmission and overnight delivery service, postage prepaid, to any
party at the address set forth below or at such other address as may be
designated by it by notice to the other party and shall be deemed given when so
delivered, or if mailed. Any notice to the Note Insurer shall be given in
accordance with the terms of the Insurance Agreement. Any notice to the Swap
Counterparty shall be given to its address as specified in the Interest Rate
Swap Agreement.

     If to the Transferor:

          1680 Capital One Drive
          McLean, Virginia  22102

                                       24

<PAGE>

          Attention: Manager of Securitization
          Copy to: Legal Department

     If to the Purchaser:

          1680 Capital One Drive
          McLean, Virginia  22102
          Attention: Manager of Securitization
          Copy to: Legal Department

     With a Copy to:

          Mayer, Brown, Rowe & Maw
          190 S. LaSalle Street
          Chicago, Illinois  60603
          Attention:  Stuart M. Litwin

     7.08 Costs and Expenses. The Transferor shall pay all expenses, including
fees and expenses of counsel, incident to the performance of its obligations
under this Agreement and the Transferor agrees to pay all reasonable
out-of-pocket costs and expenses, including reasonable attorneys fees in
connection with the enforcement of any obligation of the Transferor hereunder.
The Purchaser shall pay all expenses, including fees and expenses of counsel,
incident to the performance of its obligations under this Agreement.

     7.09 Representations. The respective agreements, representations,
warranties and other statements by the Transferor and the Purchaser set forth in
or made pursuant to this Agreement shall remain in full force and effect and
will survive the Closing Date under Section 2.02 hereof and each Funding Date
under Section 2.03.

     7.10 Confidential Information. The Purchaser agrees that it will neither
use nor disclose to any person other than the Note Insurer, the Indenture
Trustee, the Owner Trustee, the Issuer and the Holders of the Notes the names
and addresses of the Obligors, except in connection with the enforcement of the
Purchaser's rights hereunder, under the Receivables, or any agreement relating
to the Receivables or as required by law.

     7.11 Headings and Cross-References. The various headings in this Agreement
are included for convenience only and shall not affect the meaning or
interpretation of any provision of this Agreement. References in this Agreement
to Section names or numbers are to such Sections of this Agreement.

     7.12 Governing Law. This Agreement and the Assignment shall be governed by
and construed in accordance with the internal laws of the State of Texas.

     7.13 Counterparts. This Agreement may be executed in two or more
counterparts and by different parties on separate counterparts, each of which
shall be an original, but all of which together shall constitute one and the
same instrument.

                                       25

<PAGE>

     7.14 No Bankruptcy Petition Against the Owner Trustee or the Purchaser. The
Transferor agrees that, prior to the date that is one year and one day after the
payment in full of all amounts payable with respect to the Class A Notes and the
Class B Notes, it will not institute against the Owner Trustee or the Purchaser,
or join any other Person in instituting against the Owner Trustee or the
Purchaser, any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings or other proceedings under the laws of the United States
or any state of the United States. This Section 7.14 shall survive the
termination of the Indenture.

     7.15 Third Party Beneficiaries. This Agreement shall inure to the benefit
of the Note Insurer, the Indenture Trustee, the Swap Counterparty (unless the
Interest Rate Swap Agreement has been terminated and all amounts owed to any
Swap Counterparty have been paid in full) and their respective successors and
assigns and if a Note Insurer Default has occurred and is continuing or if the
Aggregate Outstanding Principal Balance of the Class A Notes (and all interest
accrued thereon) has been reduced to zero and all Reimbursement Obligations and
reimbursement of all Swap Termination Payments paid under the Swap Policy due to
the Note Insurer shall have been paid in full, the Class B Noteholders. Without
limiting the generality of the foregoing, all representations, covenants and
agreements in this Agreement which expressly confer rights upon the Owner
Trustee, the Note Insurer or the Indenture Trustee shall be for the benefit of
and run directly to the Owner Trustee, the Indenture Trustee, the Swap
Counterparty (unless the Interest Rate Swap Agreement has been terminated and
all amounts owed to the Swap Counterparty have been paid in full) and the Note
Insurer or, if a Note Insurer Default has occurred and is continuing or if the
Aggregate Outstanding Principal Balance of the Class A Notes (and all interest
accrued thereon) has been reduced to zero and all Reimbursement Obligations and
reimbursement of all Swap Termination Payments paid under the Swap Policy due to
the Note Insurer shall have been paid in full, the Class B Noteholders. The
Indenture Trustee, the Swap Counterparty (unless the Interest Rate Swap
Agreement has been terminated and all amounts owed to the Swap Counterparty have
been paid in full) and the Note Insurer or, if a Note Insurer Default has
occurred and is continuing or if the Aggregate Outstanding Principal Balance of
the Class A Notes (and all interest accrued thereon) has been reduced to zero
and all Reimbursement Obligations and reimbursement of all Swap Termination
Payments paid under the Swap Policy due to the Note Insurer shall have been paid
in full, the Class B Noteholders shall be entitled to rely on and enforce such
representations, covenants and agreements to the same extent as if it were a
party hereto.

                                       26

<PAGE>

     IN WITNESS WHEREOF, the parties hereby have caused this Agreement to be
executed by their respective officers thereunto duly authorized as of the date
and year first above written.

                                    CAPITAL ONE AUTO FINANCE, INC.,
                                       as Transferor


                                       By:
                                          --------------------------------------
                                          Name: Jeffery A. Elswick
                                          Title: Manager of Securitization


                                    CAPITAL ONE AUTO RECEIVABLES,
                                       LLC, as Purchaser


                                       By:
                                          --------------------------------------
                                          Name: Jeffery A. Elswick
                                          Title: President

                                      S-1

<PAGE>

                                   SCHEDULE I

              PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS

     In addition to the representations, warranties and covenants contained in
the Transfer and Assignment Agreement, the Transferor hereby represents,
warrants, and covenants to the Seller as to itself as follows on the Closing
Date and on each Payment Date thereafter:

                                     General

1. The Transfer and Assignment Agreement creates a valid and continuing security
interest (as defined in UCC Section 9-102) in the Collateral in favor of the
Seller, which security interest is prior to all other Liens, and is enforceable
as such as against creditors of and purchasers from the Transferor.

2. The Receivables (except for the Interest Rate Swap Agreement) constitutes
"tangible chattel paper" within the meaning of UCC Section 9-102.

3. The rights of the Owner Trustee under the Interest Rate Swap Agreement
constitute "general intangibles" within the meaning of the applicable UCC.

4. COAF has taken all steps necessary to perfect its security interest against
the Obligor in the property securing the Receivables that constitute chattel
paper.

                                    Creation

5. The Transferor owns and has good and marketable title to the Collateral free
and clear of any Lien, claim or encumbrance of any Person, excepting only liens
for taxes, assessments or similar governmental charges or levies incurred in the
ordinary course of business that are not yet due and payable or as to which any
applicable grace period shall not have expired, or that are being contested in
good faith by proper proceedings and for which adequate reserves have been
established, but only so long as foreclosure with respect to such a lien is not
imminent and the use and value of the property to which the Lien attaches is not
impaired during the pendency of such proceeding.

                                   Perfection

6. The Transferor has caused or will have caused, within ten days after the
effective date of the Indenture, the filing of all appropriate financing
statements in the proper filing office in the appropriate jurisdictions under
applicable law in order to perfect the contribution and sale of the Trust
Property from COAF to the Seller, the transfer and sale of the Trust Property
from the Seller to the Owner Trustee, and the security interest in the
Collateral granted to the Indenture Trustee hereunder.

7. With respect to Collateral that constitutes tangible chattel paper, such
tangible chattel paper is in the possession of the Custodian and the Indenture
Trustee has received a written acknowledgment from the Custodian that the
Custodian is holding such tangible chattel paper solely on behalf and for the
benefit of the Indenture Trustee.

                                      I-1

<PAGE>

                                    Priority

8. Neither the Transferor, the Servicer nor the Owner Trustee has authorized the
filing of, or is aware of any financing statements against either the Seller,
the Transferor or the Owner Trustee that include a description of the
Collateral, the Trust Property and proceeds related thereto other than any
financing statement (i) relating to the sale of Trust Property by the Transferor
to the Seller under the Transfer and Assignment Agreement, (ii) relating to the
contribution of Trust Property by the Seller to the Owner Trustee under the
Contribution Agreement, (iii) relating to the security interest granted to the
Indenture Trustee hereunder, or (iv) that has been terminated.

9. Neither the Seller, the Transferor nor the Owner Trustee is aware of any
judgment, ERISA or tax lien filings against either the Seller, the Transferor or
the Owner Trustee.

10. None of the tangible chattel paper that constitute or evidence the
Receivables has any marks or notations indicating that they have been pledged,
assigned or otherwise conveyed to any Person other than the Indenture Trustee.

                     Survival of Perfection Representations

11. Notwithstanding any other provision of the Transfer and Assignment
Agreement, the Contribution Agreement, the Indenture or any other Transaction
Document, the Perfection Representations contained in this Schedule shall be
continuing, and remain in full force and effect (notwithstanding any replacement
of the Servicer or termination of Servicer's rights to act as such) until such
time as all obligations under the Transfer and Assignment Agreement,
Contribution Agreement and the Indenture have been finally and fully paid and
performed.

                                    No Waiver

12. The parties hereto: (i) shall not, without obtaining a confirmation of the
then-current rating of the Class A Notes, waive any of the Perfection
Representations; (ii) shall provide the Ratings Agencies with prompt written
notice of any breach of the Perfection Representations, and shall not, without
obtaining a confirmation of the then-current rating of the Class A Notes (as
determined after any adjustment or withdrawal of the ratings following notice of
such breach) waive a breach of any of the Perfection Representations.

                                      I-2

<PAGE>

                                    EXHIBIT A

                                   ASSIGNMENT

     For value received this     day of             , 200 , in the form of cash,
                             ---        ------------     -
in accordance with terms of the Transfer and Assignment Agreement dated as of
December 17, 2002 (the "Transfer and Assignment Agreement") by and between
Capital One Auto Finance, Inc., as transferor (the "Transferor"), and Capital
One Auto Receivables, LLC, as purchaser (the "Purchaser"), the undersigned does
hereby contribute, assign, transfer and otherwise convey unto the Purchaser,
without recourse, a 100% interest in and to (i) the [Subsequent] Receivables
identified on the Schedule of Receivables and all moneys received thereon
(including amounts received on any Extended Service Agreements relating
thereto), after the respective Cutoff Date (except for interest accrued as of
the respective Cutoff Date and actually received subsequent to such Cutoff Date
which will be withdrawn from the Revenue Fund, to the extent contained therein,
and paid to the Transferor), (ii) a security interest in the Financed Vehicles
granted by the Obligors pursuant to such [Subsequent] Receivables and the
certificates of title to such Financed Vehicles; (iii) the interest of the
Transferor in any proceeds from claims on any physical damage, credit life, risk
default, disability or other insurance policies covering the Financed Vehicles
or the Obligors or refunds in connection with Extended Service Agreements
relating to Defaulted Receivables from the applicable Cutoff Date; (iv) any
property (including the right to receive future Liquidation Proceeds) that shall
secure a [Subsequent] Receivable, (v) all right, title and interest of the
Transferor in and to any recourse against any Dealer pursuant to the applicable
Dealer's Agreement; (vi) the original retail installment contracts and security
agreements and/or installment loans evidencing the [Subsequent] Receivables; and
(vii) the proceeds of any and all of the foregoing. The foregoing contribution,
assignment, transfer and conveyance does not constitute and is not intended to
result in any assumption by the Purchaser of any obligation of the undersigned
to the Obligors, insurers or any other person in connection with the
[Subsequent] Receivables, Servicer Files (as defined in the Servicing
Agreement), any insurance policies or any agreement or instrument relating to
any of them.

     This Assignment is made pursuant to and upon the representations,
warranties and agreements on the part of the undersigned contained in the
Transfer and Assignment Agreement and is to be governed by the Transfer and
Assignment Agreement.

     Capitalized terms used herein and not otherwise defined herein shall have
the meaning assigned to them in the Transfer and Assignment Agreement.

                                      A-1

<PAGE>

     IN WITNESS WHEREOF, the undersigned has caused this Assignment to be duly
executed as of the date first written above.

                                    CAPITAL ONE AUTO FINANCE, INC.,


                                    By:  /s/ Jeffery A. Elswick
                                         ---------------------------------------
                                         Name:   Jeffery A. Elswick
                                         Title:  Manager of Securitization


                                    CAPITAL ONE AUTO RECEIVABLES,
                                     LLC, as Purchaser


                                    By:  /s/ Jeffery A. Elswick
                                         ---------------------------------------
                                         Name:   Jeffery A. Elswick
                                         Title:  President

                                    S-1

<PAGE>

                                    EXHIBIT B

                           SAMPLE RECEIVABLES - FORMS

                                      B-1

<PAGE>

                                    EXHIBIT C

                                   [RESERVED]

                                      C-1

<PAGE>

                                    EXHIBIT D

                         FORM OF CERTIFICATE OF DELIVERY

     In connection with the absolute assignment of certain auto loan receivables
by Capital One Auto Finance, Inc. (the "Transferor") to Capital One Auto
Receivables, LLC the undersigned, as servicer (the "Servicer"), hereby certifies
that the documents listed below are included in the Custodian File (as defined
below) delivered to Capital One Auto Finance, Inc., as Custodian ("Custodian")
on behalf of JPMorgan Chase Bank, as indenture trustee ("Indenture Trustee")
pursuant to the terms of that certain Indenture dated as of December 17, 2002 by
and between Capital One, Wilmington Trust Company, not in its individual
capacity but solely as Owner Trustee for Capital One Auto Finance Trust 2002-C,
and the Indenture Trustee (the "Indenture") for each of the Receivables listed
on the attached Schedule of Receivables. Unless otherwise defined herein,
capitalized terms have the meanings set forth in the Indenture.

          (i) the sole original counterpart of the retail installment contract
     and security agreement and/or installment loans evidencing each such
     Receivable and any and all amendments thereto; and

          (ii) (A) the original Certificate of Title or copies of correspondence
     to the appropriate State title registration agency, and all enclosures
     thereto, for issuance of the original Certificate of Title or (B) if the
     appropriate State title registration agency issues a letter or other form
     of evidence of lien in lieu of a Certificate of Title, the original lien
     entry letter or form or copies of correspondence to such State title
     registration agency, and all enclosures thereto, for issuance of the
     original lien entry letter or form.

                                       CAPITAL ONE AUTO FINANCE, INC.


     Date:            , 200            By
           -----------     ---           ---------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------

                                      D-1

<PAGE>

                                    EXHIBIT E

                           FORM OF DEALER'S AGREEMENT

                                      E-1