<PAGE>

                                                                    Exhibit 10.2

                                                                  EXECUTION COPY

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                             CONTRIBUTION AGREEMENT


                                 by and between


                       CAPITAL ONE AUTO RECEIVABLES, LLC,
                                    as Seller


                                       and


                            WILMINGTON TRUST COMPANY,
         not in its individual capacity but solely as Owner Trustee for
                      Capital One Auto Finance Trust 2001-B



                          Dated as of December 20, 2001

                       __________________________________


                                 $1,277,830,000


                        CAPITAL AUTO FINANCE TRUST 2001-B
                AUTOMOBILE RECEIVABLE-BACKED NOTES, SERIES 2001-B
                         CLASS A NOTES AND CLASS B NOTES


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

                                                   2001-B Contribution Agreement

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                       Page
<S>                                                                                                    <C>
ARTICLE I    CERTAIN DEFINITIONS ...................................................................    1

ARTICLE II   CONTRIBUTION AND ACQUISITION OF RECEIVABLES ...........................................    2

      Section 2.01    Contribution and Acquisition of Receivables ..................................    2

      Section 2.02    The Closing ..................................................................    3

      Section 2.03    Funding Dates ................................................................    4

ARTICLE III  REPRESENTATIONS AND WARRANTIES ........................................................    4

      Section 3.01    Representations and Warranties of the Owner Trustee ..........................    4

      Section 3.02    Representations and Warranties of the Seller .................................    5

ARTICLE IV   CONDITIONS ............................................................................    8

      Section 4.01    Conditions to Obligation of the Owner Trustee ................................    8

      Section 4.02    Conditions to Obligation of the Seller .......................................    9

ARTICLE V    COVENANTS OF THE SELLER ...............................................................   10

      Section 5.01    Protection of Right, Title and Interest ......................................   10

      Section 5.02    Other Liens or Interests .....................................................   10

      Section 5.03    Principal Executive Office ...................................................   11

      Section 5.04    Full Force and Effect ........................................................   11

      Section 5.05    Costs and Expenses ...........................................................   11

      Section 5.06    No Waiver ....................................................................   11

      Section 5.07    Location of Servicer Files ...................................................   11

      Section 5.08    [Reserved] ...................................................................   11

      Section 5.09    Transfer of Receivables ......................................................   11

      Section 5.10    Seller's Records .............................................................   11

      Section 5.11    [Reserved] ...................................................................   11

      Section 5.12    Cooperation by Seller ........................................................   11

      Section 5.13    Transfer of Additional Receivables ...........................................   12

      Section 5.14    Notice of Breach .............................................................   12

      Section 5.15    No Violation .................................................................   12

ARTICLE VI   [RESERVED] ............................................................................   12

ARTICLE VII  MISCELLANEOUS PROVISIONS ..............................................................   12

      Section 7.01    Obligations of Seller ........................................................   12
</TABLE>

                                       -i-

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                       Page
<S>                                                                                                    <C>
      Section 7.02    Repurchase Events ............................................................   12

      Section 7.03    Owner Trustee's Assignment of Repurchased Receivables ........................   14

      Section 7.04    Subsequent Pledge ............................................................   14

      Section 7.05    Amendment ....................................................................   14

      Section 7.06    Waivers ......................................................................   14

      Section 7.07    Notices ......................................................................   14

      Section 7.08    [Reserved] ...................................................................   15

      Section 7.09    Representations ..............................................................   15

      Section 7.10    Confidential Information .....................................................   15

      Section 7.11    Headings and Cross-References ................................................   15

      Section 7.12    Governing Law ................................................................   15

      Section 7.13    Counterparts .................................................................   15

      Section 7.14    No Bankruptcy Petition Against the Trust .....................................   15

      Section 7.15    Third Party Beneficiaries ....................................................   16

      Section 7.16    Limitation on Liability ......................................................   16

      Section 7.17    Limitations of Liability .....................................................   16

SCHEDULE I   PERFECTION REPRESENTATIONS

EXHIBIT A    FORM OF ASSIGNMENT
</TABLE>

                                      -ii-

<PAGE>

                             CONTRIBUTION AGREEMENT

         This CONTRIBUTION AGREEMENT is made as of this December 20, 2001, by
and between CAPITAL ONE AUTO RECEIVABLES, LLC, a Delaware limited liability
company (the "Seller"), and WILMINGTON TRUST COMPANY, a Delaware banking
corporation not in its individual capacity but solely as Owner Trustee for
Capital One Auto Finance Trust 2001-B (the "Owner Trustee"), a Delaware common
law trust (the "Trust").

         WHEREAS, the Seller has acquired and will acquire in the ordinary
course of business, certain Receivables (as defined in the Indenture described
below), 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 from Capital One Auto Finance, Inc., a Texas corporation (the
"Transferor"), pursuant to the terms of that certain Transfer and Assignment
Agreement dated of even date herewith (the "Transfer and Assignment Agreement")
by and between the Transferor and the Seller; and

         WHEREAS, the Seller and the Owner Trustee wish to set forth the terms
and provisions pursuant to which the Receivables are to be transferred by the
Seller to the Owner Trustee on the Closing Date and on each Funding Date (both
as defined in the Indenture), which Receivables will then be Granted (as defined
in the Indenture) by the Owner Trustee to the Indenture Trustee for the benefit
of the Noteholders 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 Wells
Fargo Bank Minnesota, National Association, 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 "Contribution Agreement" means this Contribution
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.

         "Perfection Representations" means the representations, warranties and
covenants set forth in Schedule 1 attached hereto.

                                       1

<PAGE>

                                   ARTICLE II
                   CONTRIBUTION AND ACQUISITION OF RECEIVABLES

         Section 2.01 Contribution and Acquisition of Receivables. On the
Closing Date and on each Funding Date, subject to the terms and conditions of
this Agreement, the Seller agrees to contribute and assign to the Owner Trustee,
and the Owner Trustee agrees to acquire from the Seller, the Receivables and the
other Trust Property relating thereto.

                 (a)  Initial Contribution of Receivables and Trust Property. On
         the Closing Date and simultaneously with the transactions pursuant to
         the Transfer and Assignment Agreement and the Indenture, the Seller
         shall contribute and assign to the Owner Trustee, without recourse
         except as set forth herein, a 100% interest in (i) all right, title and
         interest of the Seller in and to the Initial Receivables identified on
         a 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 Seller);
         (ii) the security interest to the Initial Receivables assigned by the
         related Dealer, Capital One F.S.B. or Referral Originator to COAF in
         the Financed Vehicles and transferred by COAF to the Seller and the
         certificates of title to such Financed Vehicles; (iii) the interest of
         the Seller 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 Seller in and to any recourse against
         COAF or any Dealer pursuant to the Transfer and Assignment Agreement or
         the applicable Dealer Agreement, respectively; (vi) the original retail
         installment contracts and security agreements 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 Receivables and the Trust Property described in Section 2.01(a),
         the Seller shall, on the Closing Date, receive an amount equal to 98.5%
         of the Receivables Purchase Price in the form of cash by federal wire
         transfer funds and the Seller shall make a capital contribution to the
         Trust on the Closing Date of Initial Receivables in an amount equal to
         1.5% of the Receivables Purchase Price.

                 (c)  Contribution of Subsequent Receivables and Trust Property.
         On each Funding Date, the Seller shall contribute and assign to the
         Owner Trustee, without recourse except as set forth herein, a 100%
         interest in (i) all right, title and interest of the Seller in and to
         the Subsequent Receivables 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

                                        2

<PAGE>

         received subsequent to the related 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 Seller 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 Seller 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 Seller in and to any recourse against the Transferor or any Dealer
         pursuant to the Transfer and Assignment Agreement or the applicable
         Dealer Agreement, respectively; (vi) the original retail installment
         contracts and security agreements 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 Seller from the Transferor, contributed and assigned by the Seller
         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. Upon two (2)
         Business Days' prior written notice given by the Owner Trustee to the
         Indenture Trustee, the Owner Trustee shall cause the Indenture Trustee,
         on the applicable Funding Date, to pay to the Seller an amount equal to
         98.5% of the Receivables Purchase Price with respect to the Subsequent
         Receivables acquired from the Seller on such date in cash by federal
         wire transfer funds and the Seller shall make a capital contribution to
         the Trust on such Funding Date of Subsequent Receivables in an amount
         equal to 1.5% of the Receivables Purchase Price for such Subsequent
         Receivables. The Seller acknowledges that funds to transfer the
         Subsequent Receivables and the other Trust Property relating thereto on
         each Funding Date shall be disbursed by the Indenture Trustee solely
         from the Issuance Fund pursuant to Section 5.06 of the Indenture.

                 (e)  Absolute Assignment. It is the intention of the Seller and
         the Owner Trustee that each contribution, assignment and conveyance
         hereunder constitute an absolute assignment of the Trust Property from
         the Seller to the Owner Trustee. If, notwithstanding the express
         intention of the parties, this Agreement is deemed not to constitute an
         absolute assignment of the Trust Property from the Seller to the Owner
         Trustee, 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 Commonwealth of Virginia and the State of
         Delaware and the conveyance provided for in this Section 2.01 shall be
         deemed to be a grant by the Seller to the Owner Trustee of a valid
         first priority perfected security interest in all of the Seller's
         right, title and interest in and to the Trust Property.

         Section 2.02 The Closing. The transfer of the Initial Receivables shall
take place at a closing (the "Closing") at the offices of Mayer, Brown & Platt,
Chicago, Illinois on the Closing Date, simultaneously with the closings under
the Transfer and Assignment Agreement and the Indenture pursuant to which (a)
the Transferor will absolutely assign all of its right, title and

                                       3

<PAGE>

interest in and to the Initial Receivables and other Trust Property to the
Seller, (b) the Seller will absolutely assign all of its right, title and
interest in and to the Initial Receivables 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 and the Note Insurer, and (d) the
Class A Notes and the Class B Notes will be issued.

         Section 2.03 Funding Dates. The transfer of the Subsequent Receivables
on a Funding Date shall take place at the offices of the Indenture Trustee or
such other location as the Seller and the Owner Trustee may reasonably agree.
The transfer of the Subsequent Receivables shall be made in accordance with
Section 2.16 of the Indenture pursuant to which (a) the Transferor will
absolutely assign all of its right, title and interest in and to the Subsequent
Receivables and other Trust Property to the Seller, (b) the Seller will transfer
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
and the Note Trust.

                                  ARTICLE III
                         REPRESENTATIONS AND WARRANTIES

         Section 3.01 Representations and Warranties of the Owner Trustee. The
Owner Trustee hereby represents and warrants to the Seller as of the date hereof
and as of the Closing Date and each Funding Date:

                 (a)  Organization, Etc. The Owner Trustee is a banking
         corporation in good standing under the laws of the State of Delaware
         with full power and authority to execute and deliver this Agreement and
         to perform the terms and provisions hereof. The Owner Trustee 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 qualification except those
         jurisdictions in which failure to be so qualified would not have a
         material adverse effect on the business or operations of the Owner
         Trustee.

                 (b)  Due Authorization. The execution, delivery and performance
         by the Owner Trustee of this Agreement have been duly authorized by all
         necessary action, do not require any approval or consent of any Person,
         do not and will not conflict with any material provision of the
         Certificate of Incorporation or bylaws of the Owner Trustee, 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 Owner Trustee 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.

                                        4

<PAGE>

                 (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 Owner Trustee threatened, against
         the Owner Trustee or its properties or with respect to this Agreement,
         which, if adversely determined would, in the opinion of the Owner
         Trustee, have a material adverse effect on the transactions
         contemplated by this Agreement.

                 (d)  Business Purpose. The Owner Trustee 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 Seller or any other person.

         Section 3.02 Representations and Warranties of the Seller.

                 (a)  The Seller hereby represents and warrants to the Owner
         Trustee as of the Closing Date and each Funding Date:

                      (i)   Organization, Etc. The Seller 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. The Seller 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 and transfer the
                 Receivables acquired and transferred by the Seller.

                      (ii)  Due Qualification. The Seller is duly qualified to
                 do business as a foreign limited liability company, 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 shall require such
                 qualifications.

                      (iii) Power and Authority. The Seller has the power and
                 authority to execute and deliver this Agreement and to carry
                 out its terms; the Seller has full power and authority to
                 transfer the property transferred to the Owner Trustee and such
                 transfer does 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 Seller 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
                 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 Formation and
                 the Limited Liability Company Agreement of the Seller or any
                 indenture, agreement

                                        5

<PAGE>

        or other instrument to which the Seller 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, to
        the best of the Seller's knowledge, any order, rule or regulation
        applicable to the Seller of any court or of any federal or state
        regulatory body, administrative agency, or other governmental
        instrumentality having jurisdiction over the Seller or its properties.

                (v)     No Proceedings. There are no proceedings or
        investigations pending, or, to the Seller's best knowledge, threatened,
        before any court, regulatory body, administrative agency or other
        governmental instrumentality having jurisdiction over the Seller 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 Seller of its
        obligations under, or the validity or enforceability of, this Agreement.

                (vi)    No Consents, Approvals. Neither the execution nor the
        delivery by the Seller of this Agreement, nor the performance of the
        Seller'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 Seller, except such as have
        been previously obtained, made or taken.

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

                (viii)  Trade Name. "Capital One Auto Receivables, LLC" is the
        only trade name under which the Seller is currently operating its
        business. For the six (6) years (or such shorter period of time during
        which the Seller was in existence) preceding the date hereof, the Seller
        operated its business under the trade name "Capital One Auto
        Receivables, LLC." "Capital One Auto Receivables, LLC" is the name of
        the Seller indicated on the record of the Seller's jurisdiction of
        organization which shows the Seller to have been organized.

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

                (x)     Valid Business Reasons; No Fraudulent Transfers. The
        Seller has valid business reasons for contributing the Receivables
        rather than obtaining a secured loan with the Receivables as collateral.
        At the time of the transfer (A) the Seller contributed the Receivables
        to the Owner Trustee without any intent to hinder, delay, or defraud any
        current or future creditor of the Seller; (B) the Seller was not
        insolvent or did not become insolvent as a result of the transfer; (C)
        the Seller was not engaged and was not about to engage in any business
        or transaction for which any property remaining with the Seller was an
        unreasonably small

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<PAGE>

        capital or for which the remaining assets of the Seller were
        unreasonably small in relation to the business of the Seller or the
        transaction; (D) the Seller 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 Owner Trustee to the Seller for the Receivables transferred by the
        Seller hereunder was equivalent to a fair market value of such
        Receivables under the circumstances of the transaction, including but
        not limited to, timing of such transfer.

                (xi)    Principal Executive Office. Since its inception, the
        Seller has maintained, and from the date of this Agreement shall
        maintain, its principal executive office in the Commonwealth of
        Virginia, and there has been no other jurisdiction in which the Seller's
        principal executive office was located during the four (4) months
        preceding the Closing Date.

                (xii)   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 Seller, 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 not misleading insofar as the same relates to the
        Seller. The Seller has good and marketable title to, and is the owner
        of, each Receivable transferred by the Seller 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
        Seller has the unqualified right to transfer its ownership interest in
        each such Receivable and the indebtedness evidenced thereby; the Seller
        has not made any prior transfer of any Receivable or its rights thereto
        or thereunder.

                (xiii)  Perfection Representations.  The Perfection
        Representations shall be a part of this Agreement for all purposes.

                (xiv)   1940 Act.  The Seller is not an "investment company" as
        such term is defined in the 1940 Act.

        (b)     The Seller hereby affirms that each of the representations and
warranties of the Transferor set forth in the Transfer and Assignment Agreement
is true and correct as of the Closing Date or Funding Date, as the case may be,
and each such representation and warranty is hereby incorporated in this
Contribution Agreement as if set forth herein in full; provided, however, that
in incorporating such representations and warranties (a) each reference in such
representations and warranties to the Transferor shall be deemed to be a
reference to the Seller and each reference to the Seller shall be deemed to be a
reference to the Owner Trustee, (b) each reference in such representations and
warranties to an assignment of the Receivable from the Transferor to the Seller
pursuant to the Transfer and Assignment Agreement shall be deemed to be a
reference to the transfer of the Receivable from the Seller to the Owner Trustee
pursuant to this Contribution Agreement and (c) each reference in such
representations and warranties to the Transferor having good and marketable
title to the Receivable free and clear of Liens prior to the assignment from the
Transferor to the Seller shall be deemed to be a reference

                                        7

<PAGE>

        to the Seller having good and marketable title to the Receivable free
        and clear of Liens prior to the transfer from the Seller to the Owner
        Trustee.

                                   ARTICLE IV
                                   CONDITIONS

        Section 4.01    Conditions to Obligation of the Owner Trustee. The
obligation of the Owner Trustee to accept the transfer of the Receivables is
subject to the satisfaction of the following conditions:

                (a)     Representations and Warranties True. The representations
        and warranties of the Seller 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 Seller 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. The Seller 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
        contributed to the Owner Trustee pursuant to this Agreement and deliver
        to the Owner Trustee a Schedule of Receivables certified by the
        Chairman, the President, a Vice President or the Treasurer of the Seller
        to be true, correct and complete. Further, the Seller hereby agrees that
        the computer files and other physical records of the Receivables
        maintained by the Seller will bear an indication reflecting that the
        Receivables were transferred to the Owner Trustee.

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

                        (i)     The Assignment. As of the Closing Date and each
                Funding Date, the Seller shall execute an Assignment
                substantially in the form of Exhibit A hereto of the
                Receivables, the security interests in the related Financed
                Vehicles and the other Trust Property being transferred by the
                Seller 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 Seller
                shall provide the Owner Trustee evidence that the Seller has
                recorded and filed, at the expense of the Transferor, (A)
                Termination Statements in each jurisdiction in which required by
                applicable law, if any, to release any prior security interests
                in the Receivables granted by the Seller and (B) UCC financing
                statements in each jurisdiction in which required by applicable
                law, authorized by the Seller, as seller or debtor, and naming
                the Owner Trustee, 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 transfer of
                such Receivables to the Owner Trustee. The Seller shall deliver
                the Perfection UCC's, or other evidence satisfactory to the
                Owner Trustee of such filing, to the Indenture Trustee within
                thirty (30) days following the Closing Date or Funding Date, as
                the

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<PAGE>

        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 Owner
        Trustee.

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

        (d)     Documents to be Delivered by the Seller 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 Seller shall cause the Transferor
to deliver to the Custodian the following documents (with respect to each
Receivable, a "Custodian File"):

                (i)     the sole original counterpart of the retail installment
        contract and security agreement 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 Vehicles 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 Vehicles.

      Such delivery of Custodian Files shall be accompanied by a Certificate of
Delivery substantially in the form of Exhibit D to the Transfer and Assignment
Agreement; 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 the lien of the Transferor (or, in the
case of a 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 120 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 evidence of lien of the Transferor (or, in the case of a Referral
Receivable, the applicable Referral Originator) not so delivered to the
Custodian, the Seller 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 Transfer and Assignment Agreement and the Servicing Agreement
shall be consummated on the Closing Date.

                                        9

<PAGE>

        Section 4.02    Conditions to Obligation of the Seller. The obligation
of the Seller to transfer the Receivables to the Owner Trustee on the Closing
Date or Funding Date, as the case may be, is subject to the satisfaction of the
following conditions:

                (a)     Representations and Warranties True. The representations
        and warranties of the Owner Trustee 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 Owner Trustee shall have performed or
        cause to be 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
        Contribution Agreement shall be satisfactory in form and substance to
        the Seller, and the Seller shall have received from the Trust or the
        Owner Trustee copies of all documents (including, without limitation,
        records of Seller proceedings) relevant to the transactions herein
        contemplated as the Seller may reasonably have requested.

                                   ARTICLE V
                             COVENANTS OF THE SELLER

        The Seller agrees with the Owner Trustee and the Note Insurer as
follows:

        Section 5.01    Protection of Right, Title and Interest.

                (a)     Filings.  The Seller shall cause all financing
        statements and continuation statements and any other necessary documents
        covering the right, title and interest of the Owner Trustee 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 Owner Trustee or the
        Indenture Trustee hereunder to the Receivables and the other Trust
        Property. The Seller shall deliver or cause to be delivered to or at the
        direction of the Owner Trustee, file-stamped copies of, or filing
        receipts for, any document recorded, registered or filed as provided
        above, as soon as available following such recordation, registration or
        filing. The Owner Trustee shall cooperate fully with the Seller in
        connection with the obligations set forth above and will execute 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 Seller
        makes any change in its name, identity, jurisdiction of organization or
        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 Seller shall give the Owner Trustee, the Note Insurer, the
        Transferor and the Indenture Trustee notice of any such change and no
        later than five (5) days after the effective date thereof the Seller
        shall file such financing statements or amendments as may be necessary
        to continue the perfection of the Owner Trustee's security interest in
        the Trust Property.

                                       10

<PAGE>

        Section 5.02    Other Liens or Interests. Except for the transfers
hereunder, the Seller 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 Seller shall defend the right, title, and interest of
the Owner Trustee in, to and under such Receivables against all claims of third
parties claiming through or under the Seller; provided, however, that the
Seller's obligations under this Section 5.02 shall terminate upon the
termination of the Indenture.

        Section 5.03    Principal Executive Office. Since its inception, the
Seller has maintained and, from the date of this Agreement, shall maintain its
principal executive office in the Commonwealth of Virginia and shall not change
its jurisdiction of organization.

        Section 5.04    Full Force and Effect. The Seller shall keep in full
force and effect its existence, rights and franchises as a limited liability
company under the laws of the State of Delaware.

        Section 5.05    Costs and Expenses. The Seller agrees to pay all
reasonable costs and disbursements in connection with the perfection, as against
all third parties, of the transfer to the Owner Trustee of the Seller's right,
title and interest in and to the Receivables.

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

        Section 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 principal executive
office of the Custodian or such other office of the Custodian as specified in
the Indenture.

        Section 5.08    [Reserved].

        Section 5.09    Transfer of Receivables. The Seller will take no action
inconsistent with the transfer of the Receivables to the Owner Trustee for
financial accounting purposes.

        Section 5.10    Seller's Records. The financial statements of the Seller
will disclose that, under generally accepted accounting principles, the Seller
transferred the Receivables to the Owner Trustee. The Seller will file all tax
returns and reports in a manner consistent with the transfer to the Seller of
the Receivables for federal income tax purposes.

        Section 5.11    [Reserved].

        Section 5.12    Cooperation by Seller.

                (a)     The Seller will cooperate fully and in a timely manner
        with the Owner Trustee, the Trust, the Servicer 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 Owner Trustee, the Trust, the Servicer, 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

                                       11

<PAGE>

         the Seller representing proceeds from any such claim. The Seller shall
         take all such actions as may be requested by the Owner Trustee, the
         Trust, the Servicer or the Indenture Trustee to protect the rights of
         the Owner Trustee or the Indenture Trustee on behalf of the Noteholders
         and the Note Insurer in and to any proceeds under any and all of the
         foregoing insurance policies. The Seller shall not take or cause to be
         taken any action which would impair the rights of the Owner Trustee or
         the Indenture Trustee on behalf of the Noteholders and the Note Insurer
         in and to any proceeds under any of the foregoing insurance policies.

                  (b) The Seller shall, within two (2) Business Days of receipt
         thereof, endorse any check or draft payable to the Seller representing
         insurance proceeds and (i) in the event there are no other payees on
         such check or draft, forward, via hand delivery, such endorsed check or
         draft to the Servicer for deposit into the Collection Account and (ii)
         in the event such check or draft is also payable to the Indenture
         Trustee on behalf of the Noteholders and the Note Insurer, forward, via
         overnight courier, to the Indenture Trustee with a copy of such
         endorsed check or draft to the Servicer. The Seller 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.

         Section 5.13 Transfer of Additional Receivables. The Seller shall use
its best efforts in good faith to make available for transfer to the Owner
Trustee on each Funding Date during the Funding Period, all Receivables acquired
by the Seller which meet the eligibility criteria set forth herein as of such
date. This covenant and agreement shall be for the benefit of the Owner Trustee,
the Note Insurer and the Indenture Trustee or, if a Note Insurer Default has
occurred and is continuing, the Holders of the Notes and any such Person may
enforce its legal or equitable rights, remedies or claims hereunder.

         Section 5.14 Notice of Breach. The Owner Trustee and the Seller shall
notify the Indenture Trustee, the Note Insurer, the Owner Trustee and the Trust
promptly, in writing, of any breach of the representations and warranties or
covenants of the Seller or the Owner Trustee contained herein.

         Section 5.15 No Violation. The Seller will not take any action which
would result in any breach of any of the terms and provisions of, or constitute
(with or without notice or lapse of time) a default under, the Limited Liability
Company Agreement of the Seller or Section 3.10(b)(x) of the Indenture.

                                   ARTICLE VI
                                   [RESERVED]

                                  ARTICLE VII
                            MISCELLANEOUS PROVISIONS

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

         Section 7.02 Repurchase Events. The Seller hereby covenants and agrees
to deliver to the Owner Trustee and the Trust and the Note Insurer prompt
written notice of the occurrence of

                                       12

<PAGE>

a breach of any of the representations and warranties of the Seller contained or
deemed to be contained in Section 3.02(b) hereof with respect to a Receivable
transferred hereunder.

                  (a) Upon discovery by any of the Transferor, the Seller, the
         Owner Trustee, the Trust, the Indenture Trustee, the Note Insurer or
         the Servicer of (i) a Nonconforming Receivable or (ii) either (A)
         failure to deliver to the Custodian 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 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 the
         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 to the Indenture Trustee 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 transfer to the Seller and the Seller
         shall assign to the Transferor the Receivable and the other related
         items of the Trust Property affected by such breach or failure to
         deliver and the Seller hereby agrees to accept such transfer from the
         Owner Trustee and to deposit or cause to be deposited the Repurchase
         Price with respect to such Receivable in the Collection Account within
         five (5) Business Days following the applicable cure period or two (2)
         Business Days following receipt by the Seller 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 Seller and the Seller 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 Seller, the Transferor and the
         applicable Dealer under this Contribution Agreement, the Transfer and
         Assignment Agreement and the applicable Dealer Agreement, respectively,
         to remit the Repurchase Price to the Servicer for deposit into the
         Collection Account. The Indenture Trustee and the Note Insurer are
         authorized to take action on behalf of the Trust to enforce the
         obligations of the Seller and the Transferor to repurchase such
         Receivable under this Contribution Agreement or the 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 Seller 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

                                       13

<PAGE>

     indemnification provisions expressly set forth in the Indenture, the
     Servicing Agreement, this Contribution Agreement, the Transfer and
     Assignment Agreement and the Insurance Agreement, against the Transferor,
     the Seller and the Owner Trustee for such breach or failure to deliver
     available to the Indenture Trustee or the Noteholders.

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

     Section 7.04 Subsequent Pledge. The Seller acknowledges that (i) the Owner
Trustee will Grant the Receivables and the other Trust Property along with the
Owner Trustee's rights and benefits under this Contribution Agreement and under
the Transfer and Assignment Agreement to the Indenture Trustee pursuant to the
terms of the Indenture and (ii) the terms and provisions hereof are intended to
benefit the Noteholders and the Note Insurer. The Seller hereby consents to such
Grant.

     Section 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 Seller and the Owner Trustee, but only with (a) fifteen (15)
days' prior written notice to the Rating Agencies and (b) the prior written
consent of the Class B Noteholder and the Note Insurer. The Seller shall deliver
to the Persons identified on a list provided to the Seller by the Indenture
Trustee, as such list may be amended from time to time, a copy of any amendment
to this Agreement.

     Section 7.06 Waivers. No failure or delay on the part of the Owner Trustee
or 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.

     Section 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.

     If to the Seller:

     Capital One Auto Receivables, LLC
     8000 Jones Branch Drive
     McLean, Virginia 22042
     Attention: Director of Securitization - Copy to: Legal Department

                                       14

<PAGE>

     If to the Owner Trustee:

     Wilmington Trust Company as owner trustee of
        Capital One Auto Finance Trust 2001-B
     Rodney Square North
     1100 North Market Street
     Wilmington, Delaware 19890
     Attention:  Jeanne Oller

     With Copies to:

     Capital One Auto Finance, Inc.
     8000 Jones Branch Drive
     McLean, Virginia 22042
     Attention:  Director of Securitization - Copy to:  Legal Department

     Mayer, Brown & Platt
     190 South LaSalle
     Chicago, Illinois  60603
     Attention:  Stuart M. Litwin

     Section 7.08 [Reserved].

     Section 7.09 Representations. The respective agreements, representations,
warranties and other statements by the Seller and the Owner Trustee 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.

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

     Section 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.

     Section 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.

     Section 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.

     Section 7.14 No Bankruptcy Petition Against the Trust. The Seller agrees
that, prior to the date that is one year and one day after the payment in full
of all amounts payable with

                                       15

<PAGE>

respect to the Class A Notes and the Class B Notes, it will not institute
against the Owner Trustee or the Seller, or join any other Person in instituting
against the Owner Trustee, 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.

     Section 7.15 Third Party Beneficiaries. This Agreement shall inure to the
benefit of the Note Insurer, the Indenture Trustee 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 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 and the Note Insurer or, if a Note Insurer Default has occurred and is
continuing, the Aggregate Outstanding Principal Balance of the Class A Notes
(and all interest accrued thereon) has been reduced to zero and all
Reimbursement Obligations due to the Note Insurer shall have been paid in full,
the Class B Noteholders. The Indenture Trustee and the Note Insurer or, if a
Note Insurer Default has occurred and is continuing, the Aggregate Outstanding
Principal Balance of the Class A Notes (and all interest accrued thereon) has
been reduced to zero and all Reimbursement Obligations 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.

     Section 7.16 Limitation on Liability. Notwithstanding anything to the
contrary contained in this Agreement, the obligations of the Seller under this
Agreement are solely the obligations of the Seller and shall be payable by the
Seller solely to the extent that it receives additional funds designated for
such purposes or to the extent that it has additional funds available that would
be in excess of amounts that would be necessary to pay the debt and other
obligations of such entity incurred in accordance with its Limited Liability
Company Agreement and all financing documents to which it is a party as they
come due. In addition, no amount owing by the Seller hereunder in excess of the
liabilities that it is required to pay in accordance with the preceding sentence
shall constitute a "claim" (as defined in Section 101(5) of the Bankruptcy Code)
against it. No recourse shall be had for the payment of any amount owing
hereunder or any other obligation of, or claim against, the Seller arising out
of or based upon this Agreement against any member, employee, officer, agent,
director or authorized person of the Seller; provided, however, that the
foregoing shall not relieve any such person or entity of any liability they
might otherwise have as a result of fraudulent actions or omissions taken by
them nor shall the foregoing relieve any person of any liability expressly
undertaken by such person under the Transaction Documents.

     Section 7.17 Limitations of Liability. It is expressly understood and
agreed by and between the parties hereto that (i) this Agreement is executed and
delivered by Wilmington Trust Company, not in its individual capacity but solely
as Owner Trustee under the Amended and Restated Trust Agreement dated as of
December 20, 2001 with Capital One Auto Receivables, LLC (the "Trust Agreement")
in the exercise of the power and authority conferred and vested in it as such
Owner Trustee, (ii) each of the representations, undertakings and agreements
made

                                       16

<PAGE>

herein by the Owner Trustee are not personal representations, undertakings and
agreements of Wilmington Trust company, but are binding only on the trust estate
created pursuant to the Trust Agreement, (iii) nothing contained herein shall be
construed as creating any liability on Wilmington Trust Company, individually or
personally, to perform any covenant of the Owner Trustee either expressed or
implied contained herein, all such liability, if any, being expressly waived by
the parties hereto and by any person claiming by, through or under any such
party, and (iv) under no circumstances shall Wilmington Trust Company be
personally liable for the payment of any indebtedness or expense of the Owner
Trustee or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the Owner Trustee
under this Agreement.

                                       17

<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 RECEIVABLES, LLC,
                                      as Seller

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


                                      S-1

<PAGE>

                               WILMINGTON TRUST COMPANY, not in its individual
                               capacity but solely as Owner Trustee for Capital
                               One Auto Finance Trust 2001-B

                               By:  /s/ Patricia A. Evans
                                    ____________________________________________
                                    Authorized Officer

                                      S-2

<PAGE>

                                   SCHEDULE I

              PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS

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

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

         2. The Receivables constitute "tangible chattel paper" within the
meaning of UCC Section 9-102.

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

         4. The Seller owns and has good and marketable title to the Receivables
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.

         5. The Seller has caused or will have caused, within ten days after the
effective date of the Contribution Agreement, 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 Receivables from COAF to the Seller, the transfer and sale of the
Receivables from the Seller to the Owner Trustee, and the security interest in
the Receivables granted to the Indenture Trustee hereunder.

         6. With respect to Receivables that constitute 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.

         7. Neither the Seller nor the Servicer has authorized the filing of, or
is aware of any financing statements against either the Seller or the Servicer
that include a description of collateral covering the Receivables, the Trust
Property and proceeds related thereto other than any financing statement (i)
relating to the sale of Receivables by the Transferor to the Seller under the
Transfer and Assignment Agreement, (ii) relating to the contribution of
Receivables 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.

                                      I-1

<PAGE>

         8.  Neither the Seller nor the Servicer is aware of any judgment, ERISA
or tax lien filings against either the Seller or the Transferor.

         9.  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.

         10. Survival of Perfection Representations. 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.

         11. No Waiver. 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 (iii) 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 ________, 2001 in accordance with
terms of the Contribution Agreement dated as of December 20, 2001 (the
"Contribution Agreement") by and between Capital One Auto Finance Trust 2001-B,
as Seller (the "Seller"), and Wilmington Trust Company, not in its individual
capacity but solely as Owner Trustee to Capital One Auto Finance Trust 2001-B,
(the "Owner Trustee"), the undersigned does hereby transfer unto the Trust,
without recourse, a 100% interest in and to (i) the [Subsequent] Receivables
identified on the Schedule of Receivables attached hereto and all moneys
received thereon (including amounts received on any Extended Service Agreements
relating thereto), on and after the respective Cutoff Date (except for interest
accrued as of the Cutoff Date and actually received subsequent to the 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
Vehicle granted by the Obligors pursuant to such [Subsequent] Receivables and
the certificates of title to such Financed Vehicles; (iii) the interest of the
Seller in any proceeds from claims on any physical damage, credit life, risk
default 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 Seller in and
to any recourse against the Transferor or any Dealer pursuant to the Transfer
and Assignment Agreement or the applicable Dealer Agreement, respectively; (vi)
the original retail installment contracts and security agreements evidencing the
[Subsequent] Receivables; and (vii) the proceeds of any and all of the
foregoing. The foregoing transfer does not constitute and is not intended to
result in any assumption by the Owner Trustee of any obligation of the
undersigned to the Obligors, insurers or any other person in connection with the
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
Contribution Agreement and is to be governed by the Contribution Agreement.

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

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<PAGE>

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

                                 CAPITAL ONE AUTO RECEIVABLES, LLC, as Seller


                                 By:  __________________________________________
                                      Name:
                                      Title:

                                      A-2