<PAGE>   1
                                                                    EXHIBIT 10.1

                                                                  EXECUTION COPY

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                       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 July 26, 2001

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




                                  $910,382,514



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



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<PAGE>   2
                                TABLE OF CONTENTS
<Table>
<Caption>

                                                                                                               Page
                                                                                                               ----
<S>                   <C>                                                                                      <C>
ARTICLE I             CERTAIN DEFINITIONS........................................................................1

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

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

         Section 2.02          The Closing.......................................................................5

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

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

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

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

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

ARTICLE IV            CONDITIONS................................................................................18

         Section 4.01          Conditions to Obligation of the Purchaser........................................18

         Section 4.02          Conditions to Obligation of the Transferor.......................................20

ARTICLE V             COVENANTS OF THE TRANSFEROR...............................................................21

         Section 5.01          Protection of Right, Title and Interest..........................................21

         Section 5.02          Other Liens or Interests.........................................................21

         Section 5.03          Principal Executive Office.......................................................22

         Section 5.04          Transfer Taxes...................................................................22

         Section 5.05          Costs and Expenses...............................................................22

         Section 5.06          No Waiver........................................................................22

         Section 5.07          Location of Servicer Files.......................................................22

         Section 5.08          [Reserved].......................................................................22

         Section 5.09          Assignment of Receivables........................................................22

         Section 5.10          Transferor's Records.............................................................22

         Section 5.11          [Reserved].......................................................................23

         Section 5.12          Cooperation by Transferor........................................................23

         Section 5.13          Assignment of Additional Receivables.............................................23

         Section 5.14          Notice of Breach.................................................................24

ARTICLE VI            [RESERVED]................................................................................24

ARTICLE VII           MISCELLANEOUS PROVISIONS..................................................................24

         Section 7.01          Obligations of Transferor........................................................24
</Table>

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<PAGE>   3
<Table>
<Caption>

                                                                                                              Page
                                                                                                              ----
<S>                            <C>                                                                             <C>
         Section 7.02          Repurchase Events................................................................24

         Section 7.03          Purchaser's Assignment of Repurchased Receivables................................25

         Section 7.04          Subsequent Transfer and Pledge...................................................25

         Section 7.05          Amendment........................................................................26

         Section 7.06          Waivers..........................................................................26

         Section 7.07          Notices..........................................................................26

         Section 7.08          Costs and Expenses...............................................................27

         Section 7.09          Representations..................................................................27

         Section 7.10          Confidential Information.........................................................27

         Section 7.11          Headings and Cross-References....................................................27

         Section 7.12          Governing Law....................................................................27

         Section 7.13          Counterparts.....................................................................27

         Section 7.14          No Bankruptcy Petition Against the Owner Trustee or the Purchaser................27

         Section 7.15          Third Party Beneficiaries........................................................27


         SCHEDULE I            Perfection Representations .....................................................I-1


         EXHIBIT A             ASSIGNMENT......................................................................A-1

         EXHIBIT B             SAMPLE RECEIVABLES - FORMS......................................................B-1

         EXHIBIT C             [RESERVED]......................................................................C-1

         EXHIBIT D             FORM OF CERTIFICATE OF DELIVERY.................................................D-1

         EXHIBIT E             FORM OF DEALER'S AGREEMENT......................................................E-1
</Table>

                                       ii

<PAGE>   4
                        TRANSFER AND ASSIGNMENT AGREEMENT


         This TRANSFER AND ASSIGNMENT AGREEMENT is made as of July 26, 2001, 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 2001-A, 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 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 "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 July 26, 2001.


<PAGE>   5
         "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.

         "Funding Reviews" means the procedures specified in Section 2.04 hereof
performed by the Review Firm (a) prior to the Closing Date with respect to the
Initial Receivables to be included in the Receivables Pool as of the Closing
Date and (b) within fourteen (14) Business Days following the final Funding Date
with respect to the Subsequent Receivables included in the Receivables Pool as
of each of the Funding Dates if a subsequent Funding Review is requested by the
Note Insurer.

         "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 Well Fargo Bank Minnesota, National
Association, 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 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.

         "Review Firm" means a firm of independent certified public accountants
or other third-party acceptable to the Note Insurer and engaged by the
Transferor to perform the Funding Reviews.



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<PAGE>   6
         "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.

                                   ARTICLE II

                   ASSIGNMENT AND ACQUISITION OF RECEIVABLES

         Section 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, a 100% interest in (i) all
         right, title and interest of the Transferor in and to 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 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



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<PAGE>   7
         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 98% of 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 2% of
         the Receivables Purchase Price.

                  (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, a 100% interest in (i) all right, title and interest of
         the Transferor 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
         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 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 98% of 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 2% of the
         Receivables Purchase Price.

                  (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




                                       4
<PAGE>   8
         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.

         Section 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 & Platt, 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 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 and the
Note Insurer, and (d) the Class A Notes, and the Class B Notes will be issued.

         Section 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 Purchaser will transfer and assign all of its right, title and interest
in and to the Subsequent Receivables and other Trust Property to the Owner
Trustee, (b) the Purchaser will absolutely assign all of its right, title and
interest in and to the Initial Receivable 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 Insurer.

         Section 2.04  [RESERVED].

                                  ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

         Section 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 and
         thereof; 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



                                       5
<PAGE>   9
         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 and 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 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.

         Section 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


                                       6
<PAGE>   10
                  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 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 thereof 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, or the
                  performance of the Transferor's obligations hereunder, require
                  the consent or approval of, the giving of notice to,




                                       7
<PAGE>   11
                  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.

                           (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 therefore.

                           (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. "Summit Acceptance Corporation" and
                  "Capital One Auto Finance, Inc." are the only trade names
                  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."

                           (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



                                       8
<PAGE>   12
                  Transferor 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 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 in so far 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) 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) 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, in favor of the applicable Referral
                  Originator in the related Financed Vehicle which has been
                  validly assigned by such Referral Originator to the
                  Transferor, in each case which


                                       9
<PAGE>   13
                  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 at the time it was originated or made and
                  on the Closing Date or Funding Date, as the case may be, 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>   14
                           (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, each Receivable
                  was secured by a first priority security interest in the
                  related Financed Vehicle (1) in favor of the Transferor as
                  secured party, (2) in the case of a Referral Receivable, in
                  favor of the Referral Originator thereof which security
                  interest has been validly assigned by such Referral Originator
                  to the Transferor or (3) 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 have
                  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 have 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 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



                                       11
<PAGE>   15
                  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 the related Dealer to
                  furnish 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.

                           (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 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.




                                       12
<PAGE>   16
                           (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 October 26, 2007. As of
                  the Closing Date or Funding Dates, as the case may be, (i) the
                  aggregate Receivable Balance which relates to Receivables
                  originated under the lowest two tiers of the Credit Policy is
                  no more than 30% of the Aggregate Receivable Balance, (ii) the
                  aggregate Receivable Balance which relate to Receivables with
                  an original term of greater than 60 payments is no more than
                  60% of the Aggregate Receivable Balance, (iii) the aggregate
                  Receivable Balance which relates to Receivables with an
                  original term of greater than 60 payments and which were
                  originated under the two lowest tiers of the Credit Policy is
                  no more than 25% of the aggregate Receivable Balance of
                  Receivables with an original term of greater than 60 payments
                  and (iv) the aggregate Receivable Balance which relate to
                  Receivables with an original term of greater than 66 payments
                  is no more than 60% of the aggregate Receivable Balance of
                  Receivables with an original term of greater than 60 payments.

                           (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 8.25% or higher.

                           (xxiii) Outstanding Receivable Balance; Down Payment.
                  Receivables constituting no more than 1% of the Receivables
                  Pool each have an outstanding balance of $3,000 or less; the
                  Receivables constituting the remainder of 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 "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.



                                       13
<PAGE>   17
                           (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 28% of the Aggregate Receivable Balance.

                           (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.


                                       14
<PAGE>   18
                           (xxxvi) No Litigation. None of the Receivables has
                  been in litigation or restructured.

                           (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. 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>   19
                           (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) Receivables Pool. The inclusion of any
                  Receivable in the Receivables Pool after the Closing Date will
                  not (a) reduce the weighted average Contract Rate of the
                  Receivables included in the Receivables Pool to less than
                  17.25%, (b) increase the weighted average remaining term to
                  maturity of the Receivables included in the Receivables Pool
                  to greater than 63 months, (c) increase the average Loan to
                  Value Ratio of Receivables included in the Receivables Pool as
                  of a Funding Date to greater than 115%, (d) cause the
                  aggregate Receivable Balances of all Referral Receivables to
                  exceed 5% of the Aggregate Receivable Balance, or (e) in the
                  case of the inclusion of a Subsequent Receivable in the
                  Receivables Pool, result in a material reduction in the
                  overall credit quality of the Receivables Pool.

                           (xlvii) Parties. As of the date of origination, the
                  parties to the Receivables were the related Dealer 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 and 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 and 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




                                       16
<PAGE>   20
                  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 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

         Section 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



                                       17
<PAGE>   21
         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 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, executed 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 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



                                       18
<PAGE>   22
                  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;
         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 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 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.

         Section 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:

         Section 5.01     PROTECTION OF RIGHT, TITLE AND INTEREST.




                                       19
<PAGE>   23
                  (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 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
         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 Transferor
         makes any change in its name, identity 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 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.

         Section 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.

         Section 5.03 PRINCIPAL  EXECUTIVE  OFFICE.  Since its inception,  the
Transferor has maintained its principal executive office in the State of Texas.

         Section 5.04 TRANSFER TAXES. In the event that the Purchaser, 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, Owner Trustee, Issuer or the Indenture Trustee, or upon the
Transferor's otherwise being given notice thereof by the Purchaser, Owner
Trustee, Issuer or the Indenture Trustee, the Transferor shall pay, and
otherwise indemnify and hold the Purchaser, Owner Trustee, Issuer, the Indenture
Trustee 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
Indenture Trustee, the Owner Trustee, the Issuer, the Purchaser and Note Insurer
shall have no obligation to pay such Transfer Taxes).

         Section 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



                                       20
<PAGE>   24
absolute assignment to the Purchaser of the Transferor's right, title and
interest in and to the Receivables.

         Section 5.06 NO WAIVER. The Transferor 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 Custodian's principal
executive office or such other office of the Custodian as specified in the
Indenture.

         Section 5.08 [RESERVED].

         Section 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.

         Section 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.

         Section 5.11 [RESERVED].

         Section 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 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 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



                                       21
<PAGE>   25
         (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 to the Indenture Trustee on
         behalf of the Noteholders 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.

         Section 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, and any such
Person may enforce its legal or equitable rights, remedies or claims hereunder.

         Section 5.14 NOTICE OF BREACH. The Purchaser and the Transferor shall
notify the Indenture Trustee, the Owner Trustee, the Note Insurer 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

         Section 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.

         Section 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 origination of such Receivable on or before sixty (60) days
         after the due date of such Scheduled 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 Indenture, the Indenture Trustee has no
         obligation to review



                                       22
<PAGE>   26
         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 or the
         Noteholders.

         Section 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.



                                       23
<PAGE>   27
         Section 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 and the Note Insurer. The Transferor hereby consents to
such assignments and Grants.

         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 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. 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.

         Section 7.06 WAIVERS. No failure or delay on the part of the Purchaser
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 Transferor:

         8000 Jones Branch Drive
         McLean, Virginia 22102
         Attention: Director of Securitization

         Copy to: Legal Department

         If to the Purchaser:

         8000 Jones Branch Drive
         McLean, Virginia 22102
         Attention: Director of Securitization

         Copy to: Legal Department

         With a Copy to:



                                       24
<PAGE>   28
         Mayer, Brown & Platt
         190 S. LaSalle Street
         Chicago, Illinois 60603
         Attention: Stuart M. Litwin

         Section 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.

         Section 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.

         Section 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.

         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 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.

         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



                                       25
<PAGE>   29
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 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. The Indenture Trustee 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 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>   30
         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: /s/ Jeffery Elswick
                                         -------------------------------------
                                          Name: Jeffery Elswick
                                          Title: Manager of Securitization

                                      CAPITAL ONE AUTO RECEIVABLES, LLC,
                                          as Purchaser

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



                                      S-1
<PAGE>   31
                                   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:

         1. The Transfer and Assignment Agreement creates a valid and continuing
security interest (as defined in UCC Section 9-102) in the Receivables 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 constitute "tangible chattel paper" within the
meaning of UCC Section 9-102.

         3. The Transferor 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 Transferor 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 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 Receivables
from the Transferor 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 Transferor, the Seller, nor the Servicer has authorized
the filing of, or is aware of any financing statements against either the
Transferor, 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 contribution of Receivables by
the Transferor to the Seller under the Transfer and Assignment Agreement, (ii)
relating to the sale of Receivables by the Seller to the Owner Trustee under the
Contribution Agreement, (iii)


                                      I-1
<PAGE>   32
relating to the security interest granted to the Indenture Trustee hereunder, or
(iv) that has been terminated.

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

         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 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>   33
                                   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 July 26, 2001 (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), on and 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 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 shall have the
meaning assigned to them in the Transfer and Assignment Agreement.


                                      A-1
<PAGE>   34
         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: ____________________________________
                                          Name:
                                          Title:


                                      S-1

<PAGE>   35


                                   EXHIBIT B

                           SAMPLE RECEIVABLES - FORMS

                         [On file with the Registrant.]


                                      B-1
<PAGE>   36


                                   EXHIBIT C

                                   [RESERVED]


                                      C-1
<PAGE>   37
                                   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 Wells Fargo Bank Minnesota, National Association, as
indenture trustee ("Indenture Trustee") pursuant to the terms of that certain
Indenture dated as of July 26, 2001 by and between Capital One, Wilmington Trust
Company no in its individual capacity but solely as Owner Trustee for Capital
One Auto Finance Trust 2001-A 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 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:  ___________________________


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<PAGE>   38


                                   EXHIBIT E

                           FORM OF DEALER'S AGREEMENT

                         [On file with the Registrant.]

                                      E-1