<PAGE>

                                                                    Exhibit 10.5


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


                          AMBAC ASSURANCE CORPORATION,
                                 as Note Insurer


                         CAPITAL ONE AUTO FINANCE, INC.,
                                   as Servicer


                         CAPITAL ONE AUTO FINANCE, INC.,
                                  as Transferor


                       CAPITAL ONE AUTO RECEIVABLES, LLC,
                                    as Seller


                     CAPITAL ONE AUTO FINANCE TRUST 2003-A,
                                    as Issuer


                                       and


                              JPMORGAN CHASE BANK,
                              as Indenture Trustee


                               INSURANCE AGREEMENT

                                 $1,125,000,000
                      Capital One Auto Finance Trust 2003-A
                        Asset Backed Notes, Series 2003-A
                        Class A-1 Notes, Class A-2 Notes,
                      Class A-3-A Notes, Class A-3-B Notes,
                     Class A-4-A Notes and Class A-4-B Notes

                            Dated as of June 3, 2003


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

<PAGE>

                               Table of Contents
                               -----------------

<TABLE>
<CAPTION>
                                                                                 Page
                                                                                 ----
<S>                                                                               <C>
I    DEFINITIONS ...............................................................    1

II   REPRESENTATIONS, WARRANTIES AND COVENANTS .................................    9

     Section 2.01. Representation and Warranties of the COAF Companies .........    9
     Section 2.02. Affirmative Covenants of the COAF Companies .................   13
     Section 2.03. Negative Covenants of the COAF Companies ....................   18
     Section 2.04. Representation and Covenants of Indenture Trustee ...........   18
     Section 2.05. Representations, Warranties and Covenants of the Issuer .....   19
     Section 2.06. Representations and Warranties of Ambac .....................   19
     Section 2.07. Covenant of Note Insurer ....................................   20

III  THE POLICIES; REIMBURSEMENT ...............................................   21

     Section 3.01. Issuance of the Policies ....................................   21
     Section 3.02. Payment of Fees and Premium .................................   24
     Section 3.03. Reimbursement and Additional Payment Obligation .............   24
     Section 3.04. Indemnification; Limitation of Liability ....................   26
     Section 3.05. Payment Procedure ...........................................   29
     Section 3.06. Subrogation ........................................... .....   29
     Section 3.07. Reimbursement ...............................................   29

IV   FURTHER AGREEMENTS ........................................................   29

     Section 4.01. Effective Date; Term of the Insurance Agreement .............   29
     Section 4.02. Further Assurances and Corrective Instruments ...............   30
     Section 4.03. Obligations Absolute ........................................   30
     Section 4.04. Assignments; Reinsurance; Third-party Rights ................   31
     Section 4.05. Liability of the Note Insurer ...............................   32
     Section 4.06. No Proceedings ..............................................   32
     Section 4.07. Parties To Join in Enforcement Action .......................   32

V    DEFAULTS; REMEDIES ........................................................   34

     Section 5.01. Defaults ....................................................   34
     Section 5.02. Remedies; No Remedy Exclusive ...............................   34
     Section 5.03. Waivers .....................................................   35

VI   MISCELLANEOUS .............................................................   36

     Section 6.01. Amendments, Etc .............................................   36
     Section 6.02. Notices .....................................................   36
     Section 6.03. Severability ................................................   38
     Section 6.04. Governing Law ...............................................   38
</TABLE>

                                        i

<PAGE>

                                Table of Contents
                                -----------------
                                   (continued)

<TABLE>
<CAPTION>
                                                                                 Page
                                                                                 ----
<S>                                                                               <C>
Section 6.05.      Consent to Jurisdiction .....................................   38
Section 6.06.      Consent of the Note Insurer .................................   39
Section 6.07.      Counterparts ................................................   39
Section 6.08.      Headings ....................................................   39
Section 6.09.      Trial by Jury Waived ........................................   39
Section 6.10.      Limited Liability ...........................................   39
Section 6.11.      Entire Agreement ............................................   40
Section 6.12.      Limitation of Liability .....................................   40
</TABLE>

                                       ii

<PAGE>

                               INSURANCE AGREEMENT

       This INSURANCE AGREEMENT (this "Insurance Agreement") is dated as of June
3, 2003 by and among AMBAC ASSURANCE CORPORATION (the "Note Insurer"), CAPITAL
ONE AUTO FINANCE, INC., in its individual capacity and as the Servicer (the
"Servicer"), CAPITAL ONE AUTO FINANCE, INC., as Transferor (the "Transferor"),
CAPITAL ONE AUTO RECEIVABLES, LLC, as Seller (the "Seller"), CAPITAL ONE AUTO
FINANCE TRUST 2003-A, as Issuer (the "Issuer") and JPMORGAN CHASE BANK in its
capacity as indenture trustee (the "Indenture Trustee").

       WHEREAS, the Indenture Trustee is authenticating $1,125,000,000 principal
amount of the Capital One Auto Finance Trust 2003-A, Asset Backed Notes, Series
2003-A, Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes,
Class A-4-A Notes and Class A-4-B Notes, pursuant to an Indenture as more
specifically defined below. The Notes will be secured by the Trust Property as
defined in the Indenture;

       WHEREAS, the Issuer, Seller, Transferor and Servicer have requested that
the Note Insurer issue its Note Guaranty Insurance Policy (the "Note Policy") to
guarantee payment of Insured Payments (as defined in Note Policy) with respect
to the Class A Notes, upon such terms and conditions as were mutually agreed
upon by the parties and subject to the terms and conditions of the Note Policy
and has asked the Note Insurer to issue an Interest Rate Swap Policy (the "Swap
Policy") and together with the Note Policy, the "Policies") and the Note Insurer
has agreed to insure certain amounts which may be due from the Owner Trustee on
behalf of Capital One Auto Finance Trust 2003-A (the "Issuer") to the Swap
Provider under the Swap Agreement;

       WHEREAS, the parties hereto desire to specify the conditions precedent to
the issuance of the Policies by the Note Insurer, the indemnity and
reimbursement to be provided by the Transferor and the Servicer in respect of
amounts paid by the Note Insurer under the Policies and to provide for certain
other matters;

       WHEREAS, the Note Insurer shall be paid an insurance premium pursuant to
the Indenture, and the details of such premium are set forth herein; and

       WHEREAS, each COAF Company (as defined below) has undertaken certain
obligations in consideration for the Note Insurer's issuance of the Policies;

       NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein contained, the parties hereto agree as follows:

                                        I

                                   DEFINITIONS

       The terms defined in this Article I shall have the meanings provided
herein for all purposes of this Insurance Agreement, unless the context clearly
requires

                                        1

<PAGE>

otherwise, in both singular and plural form, as appropriate. Unless the context
clearly requires otherwise, all capitalized terms used herein and not otherwise
defined in this Article I shall have the meanings assigned to them in the
Transaction Documents (as defined below). All words used herein shall be
construed to be of such gender or number as the circumstances require. This
"Insurance Agreement" shall mean this Insurance Agreement as a whole and as the
same may, from time to time hereafter, be amended, supplemented or modified. The
words "herein," "hereby," "hereof," "hereto," "hereinabove" and "hereinbelow,"
and words of similar import, refer to this Insurance Agreement as a whole and
not to any particular paragraph, clause or other subdivision hereof, unless
otherwise specifically noted.

           "Accelerated Reserve Fund Event" means:

       (i) the occurrence of one or both of the following events:

           (a) as of the Determination Date with respect to any Collection
       Period, the average of the Delinquency Ratios for such Collection Period
       and the two Collection Periods immediately preceding such Collection
       Period is greater than the level specified for such month in the
       following table:

           -------------------------- ---------------------------
           Months after Closing                 Delinquency Ratio
           -------------------------- ---------------------------
           1 to 4                               4.50%
           -------------------------- ---------------------------
           5 to 7                               6.00%
           -------------------------- ---------------------------
           8 to 16                              5.50%
           -------------------------- ---------------------------
           17 to 19                             7.00%
           -------------------------- ---------------------------
           20 to 28                             6.50%
           -------------------------- ---------------------------
           29 to 31                             8.00%
           -------------------------- ---------------------------
           32 to 37                             7.50%
           -------------------------- ---------------------------
           38 and thereafter                    8.50%
           -------------------------- ---------------------------

           provided, that an Accelerated Reserve Fund Event occurring under this
       clause (a) shall be deemed to have been cured if, as of the Determination
       Date with respect to each of any three (3) consecutive Collection Periods
       following the occurrence of an Accelerated Reserve Fund Event pursuant to
       this clause, the average of the Delinquency Ratios for such Collection
       Periods is less than the percentage specified above for the applicable
       Collection Period; or

                                       2

<PAGE>

           (b) as of the Determination Date in any month prior to and including
       the applicable month set forth in the table below, the Cumulative Net
       Charge-Off Ratio exceeds the level specified for such month in such
       table:

           -------------------------- -----------------------
                                          Cumulative Net
           Month After Closing           Charge-Off Ratio
           -------------------------- -----------------------
           1 to 3                        Not Applicable
           -------------------------- -----------------------
           4 to 6                        3.125%
           -------------------------- -----------------------
           7 to 9                        4.625%
           -------------------------- -----------------------
           10 to 12                      6.500%
           -------------------------- -----------------------
           13 to 15                      8.250%
           -------------------------- -----------------------
           16 to 18                      9.875%
           -------------------------- -----------------------
           19 to 21                      11.125%
           -------------------------- -----------------------
           22 to 24                      12.125%
           -------------------------- -----------------------
           25 to 26                      13.125%
           -------------------------- -----------------------
           27 to 29                      13.875%
           -------------------------- -----------------------
           30 and thereafter             14.500%
           -------------------------- -----------------------

           (ii) the occurrence or continuation of an Event of Default which has
not been waived or cured.

           "Business Day" means any day other than (a) a Saturday or a Sunday;
or (b) a day on which commercial banking or federal institutions in New York,
New York, Falls Church, Virginia, Plano, Texas, or in the city in which the
principal trust office of the Indenture Trustee or the principal office of the
Note Insurer, is located are authorized or obligated by law or executive order
to close.

           "Capital One Information" means the information included in the
Prospectus, but excluding the Note Insurer Information and the Underwriter
Information.

           "Class A Notes" means the Capital One Auto Finance Trust 2003-A,
Asset Backed Notes, Series 2003-A, designated as Class A-1 Notes, Class A-2
Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4-A Notes and Class A-4-B
Notes issued in accordance with the provisions of the Indenture.

                                        3

<PAGE>

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

          "COAF Company" means each of the Servicer, the Transferor and the
Seller.

          "Commission" means the Securities and Exchange Commission.

          "Cumulative Net Charge-Off Ratio" means, as of any Determination Date,
the ratio of (i) the Aggregate Receivable Balance of Receivables that became
Defaulted Receivables plus all the Cram Down Losses which occurred during the
period from the initial Cutoff Date through the end of the related Collection
Period reduced by the amount of Defaulted Receivable Recoveries received during
such period which are applied to principal of the Defaulted Receivables to (ii)
the sum of (A) the initial Aggregate Receivable Balance of the Initial
Receivables plus (B) the initial Aggregate Receivable Balance of the Subsequent
Receivables as of their respective Cutoff Dates.

          "Date of Issuance" means the date on which each Policy is issued as
specified therein.

          "Default" means any event which results, or which with the giving of
notice or the lapse of time or both would result, in an Event of Default.

          "Delinquency Ratio" means, as of a Determination Date, the ratio of
(i) the Aggregate Receivable Balance of Receivables that were Delinquent
Receivables at the end of the related Collection Period to (ii) the Aggregate
Receivable Balance of all Receivables as of the first day of such related
Collection Period.

          "Event of Default" means any event of default specified in Section
5.01 of this Insurance Agreement.

          "Fee Letter" means the fee letter dated as of June 3, 2003, from the
Note Insurer to the Owner Trustee, the Servicer, and the Indenture Trustee.

          "Financial Statements" means, with respect to COAF, the balance sheets
and the statements of income, retained earnings and cash flows for the 12-month
period then ended and the notes thereto which have been provided to the Note
Insurer.

          "Indemnification Agreement" means that certain Indemnification
Agreement dated as of June 3, 2003, by and among the Note Insurer, and Deutsche
Bank Securities Inc. and Lehman Brothers Inc. as Representatives of the several
Underwriters (as defined therein).

          "Indenture" means that certain Indenture dated as of June 3, 2003,
between the Issuer and the Indenture Trustee.

          "Insurance Agreement Event of Default" means any of the following:

                                       4

<PAGE>

          (a) any failure (i) to observe or perform any covenant or obligation
     of the Owner Trustee, the Transferor, the Seller, the Issuer or the
     Servicer set forth herein, or in the Indenture, the Servicing Agreement,
     the Contribution Agreement or the Transfer and Assignment Agreement which
     has not been cured within thirty (30) days from the date of receipt by the
     Owner Trustee, the Transferor, the Seller, the Issuer or the Servicer, as
     the case may be, of written notice from the Indenture Trustee or the Note
     Insurer of such breach or default, or (ii) of any Person to deposit into
     the Collection Account, the Revenue Fund or the Reserve Fund all amounts
     required to be deposited therein by the required deposit date;

          (b) any representation, warranty or statement of the Indenture
     Trustee, the Servicer, the Owner Trustee, the Transferor, the Issuer or the
     Seller (other than representations and warranties under Section 3.02(b) of
     the Transfer and Assignment Agreement and the Contribution Agreement)
     contained herein or in the Indenture or in the Servicing Agreement, the
     Contribution Agreement, the Transfer and Assignment Agreement or in any
     report, document or certificate delivered pursuant to the foregoing
     agreements shall prove to be incorrect in any material respect as of the
     time when the same shall have been made and, within thirty (30) days after
     written notice thereof shall have been given to the Trustee and the
     defaulting party (if not the Indenture Trustee) by the Servicer, the Note
     Insurer, the Indenture Trustee or by Noteholders constituting Noteholder
     Approval, the circumstances or condition in respect of which such
     representation, warranty or statement was incorrect shall not have been
     eliminated or otherwise cured or waived by the Note Insurer;

          (c) the cessation of a valid perfected first priority security
     interest in the Receivables or the Accounts in favor of the Indenture
     Trustee which is not cured within three (3) days of receipt of notice
     thereof;

          (d) a payment default by the Issuer, the Servicer or any Affiliate of
     the Servicer in any agreement to which any such Person is a party and under
     which any Indebtedness owing by such Person having a principal amount
     greater than $50,000,000 was created or is governed;

          (e) as of the Determination Date with respect to each Collection
     Period, the three month average of the Delinquency Ratios for such
     Collection Period and the two Collection Periods immediately preceding such
     Collection Period is greater than the level specified for such month in
     such table:

          -------------------------- --------------------------
          Months after Closing       Delinquency Ratio
          -------------------------- --------------------------
          1 to 4                     5.50%
          -------------------------- --------------------------
          5 to 7                     7.00%
          -------------------------- --------------------------
          8 to 16                    6.50%
          -------------------------- --------------------------

                                        5

<PAGE>

          ------------------------- ----------------------
          17 to 19                  8.00%
          ------------------------- ----------------------
          20 to 28                  7.50%
          ------------------------- ----------------------
          29 to 31                  9.00%
          ------------------------- ----------------------
          32 to 37                  8.50%
          ------------------------- ----------------------
          38 and Thereafter         9.50%
          ------------------------- ----------------------

          provided, that an Insurance Agreement Event of Default occurring under
this clause (e) shall be deemed to have been cured if, as of the Determination
Date with respect to each of any three (3) consecutive Collection Periods
following the occurrence of an Insurance Agreement Event of Default pursuant to
this clause (e), the average of the Delinquency Ratios for such Collection
Periods is less than the percentage above for the applicable Collection Period;

          (f) a draw is made on the Note Policy;

          (g) (i) a final judgment for the payment of money in excess of
     $50,000,000 shall have been rendered against the Transferor or any
     Affiliate of the Transferor by a court of competent jurisdiction and the
     Transferor or such Affiliate shall not have either: (1) discharged or
     provided for the discharge of such judgment in accordance with its terms,
     or (2) perfected a timely appeal of such judgment and caused the execution
     thereof to be stayed (by supersedeas or otherwise) during the pendency of
     such appeal or (ii) the Transferor or such Affiliate shall have made
     payments of amounts in excess of $50,000,000 in settlement of any
     litigation;

          (h) as of the Determination Date in any month prior to and including
     the applicable month set forth in the table below, the Cumulative Net
     Charge-Off Ratio exceeds the level specified for such month in such table:

          -------------------------------- ----------------------------
               Months After Closing                Cumulative Net
                                                  Charge-Off Ratio
          -------------------------------- ----------------------------
                      1 to 6                      Not Applicable
          -------------------------------- ----------------------------
                      7 to 9                          5.250%
          -------------------------------- ----------------------------
                     10 to 12                         7.375%
          -------------------------------- ----------------------------
                     13 to 15                         9.500%
          -------------------------------- ----------------------------
                     16 to 18                         11.500%
          -------------------------------- ----------------------------

                                       6

<PAGE>

          -------------------------------- ----------------------------
               Months After Closing                Cumulative Net
                                                  Charge-Off Ratio
          -------------------------------- ----------------------------
                    19 to 21                         12.875%
          ------------------------------- ----------------------------
                    22 to 24                         13.625%
          ------------------------------- ----------------------------
                    25 to 26                         14.500%
          ------------------------------- ----------------------------
                    27 to 30                         15.250%
          ------------------------------- ----------------------------
                31 and Thereafter                    16.000%
          ------------------------------- ----------------------------

          (i) except as permitted by the Servicing Agreement, any assignment by
     the Servicer of its rights and obligations under the Servicing Agreement or
     any attempt to make such an assignment;

          (j) failure to make any payment with respect to the Class A Notes
     pursuant to Section 5.05(c) of the Indenture, which continues unpaid for a
     period of three (3) Business Days;

          (k) Capital One Financial Corporation or one of its subsidiaries shall
     cease to own at least 51% of the voting stock of COAF without the prior
     written consent of the Note Insurer;

          (l) the occurrence of an Event of Servicing Default or Event of
     Default under the Indenture; or

          (m) any Event of Default or Termination Event (as defined in the Swap
     Agreement) occurs under the Swap Agreement.

          "Investment Company Act" means the Investment Company Act of 1940,
including, unless the context otherwise requires, the rules and regulations
thereunder, as amended.

          "Issuer" means Capital One Auto Finance Trust 2003-A.

          "Late Payment Rate" means the rate of interest as it is publicly
announced by Citibank, N.A. at its principal office in New York, New York as its
prime rate (any change in such prime rate of interest to be effective on the
date such change is announced by Citibank, N.A.) plus 3%. The Late Payment Rate
shall be computed on the basis of a year of 365 days calculating the actual
number of days elapsed. In no event shall the Late Payment Rate exceed the
maximum rate permissible under any applicable law limiting interest rates.

          "Material Adverse Change" means, with respect to any event or
circumstance, a material adverse effect on (a) the business, financial
condition, operations

                                        7

<PAGE>

or assets of the Issuer (considered separately) or the Issuer, the Seller, the
Servicer and the Transferor (taken as a whole), (b) the ability of any COAF
Company to perform its obligations under any Transaction Document to which it is
a party, (c) the validity, enforceability of, or collectibility of, amounts
payable by any COAF Company when due under any Transaction Document to which it
is a party, (d) the status, existence, perfection or priority of the interest of
the Issuer or of the Indenture Trustee in the Trust Estate, or (e) the ability
of the Note Insurer to monitor the performance of the Receivables and compliance
of the COAF Companies with the Transaction Documents unless such impediment
results from an action or omission on the part of the Note Insurer.

         "Moody's" means Moody's Investors Service, Inc., a Delaware
corporation, and any successor thereto, and, if such corporation shall for any
reason no longer perform the functions of a securities rating agency, "Moody's"
shall be deemed to refer to any other nationally recognized rating agency
designated by the Note Insurer.

         "Note Insurer Information" means the information relating to the Note
Insurer in the Prospectus Supplement as of the date thereof under the heading
"The Note Guaranty Insurance Policy and the Note Insurer" and the financial
statements of the Note Insurer incorporated by reference into the Prospectus
Supplement.

         "Notes" means the $1,125,000,000 Capital One Auto Finance Trust 2003-A,
Asset Backed Notes, Series 2003-A, Class A-1 Notes, Class A-2 Notes, Class A-3-A
Notes, Class A-3-B Notes, Class A-4-A Notes and Class A-4-B Notes.

         "Owners" means registered holders of Class A Notes.

         "Person" means an individual, joint stock company, trust,
unincorporated association, joint venture, corporation, limited liability
company, business or owner trust, partnership or other organization or entity
(whether governmental or private).

         "Premium" means the premium payable in accordance with Section 3.02 of
this Insurance Agreement.

         "Prospectus" means, collectively, (i) the Preliminary Prospectus
Supplement dated May 14, 2003 to the Prospectus dated May 14, 2003 and (ii) the
Final Prospectus Supplement dated May 16, 2003 to the Prospectus dated May 14,
2003, each relating to the sale of the Class A Notes on the Closing Date.

         "Representative" means Deutsche Bank Securities Inc., as representative
for the Underwriters.

         "Securities Act" means the Securities Act of 1933, including, unless
the context otherwise requires, the rules and regulations thereunder, as amended
from time to time.

                                        8

<PAGE>

         "Securities Exchange Act" means the Securities Exchange Act of 1934,
including, unless the context otherwise requires, the rules and regulations
thereunder, as amended from time to time.

         "S&P" means Standard & Poor's Ratings Services, and any successor
thereto, and, if such corporation shall for any reason no longer perform the
functions of a securities rating agency, "S&P" shall be deemed to refer to any
other nationally recognized rating agency designated by the Note Insurer.

         "Swap Agreement" means the ISDA Master Agreement dated as of June 3,
2003 between the Issuer, and the Swap Provider, the Schedule thereto and the
Confirmations bearing Reference Nos. 348334 and 348349 dated June 3, 2003.

         "Swap Policy" means the Interest Rate Swap Insurance Policy No.
SW0127BE issued by Ambac, which guarantees certain payments due under the Swap
Agreement.

         "Swap Provider" means Lehman Brothers Special Financing Inc. and its
permitted successors and assigns.

         "Term of the Insurance Agreement" shall be determined as provided in
Section 4.01 of this Insurance Agreement.

         "Transaction" means the transactions contemplated by the Transaction
Documents including the transactions described in the Prospectus.

         "Transaction Documents" means this Insurance Agreement, the
Indemnification Agreement, the Prospectus, the Indenture, the Swap Agreement,
the Transfer and Assignment Agreement, the Contribution Agreement, the Servicing
Agreement, the Limited Guaranty, the Underwriting Agreement, the Trust
Agreement, and the Notes.

         "Underwriter Information" means the information furnished by the
Underwriters in writing expressly for use in the Prospectus and included in the
second paragraph (regarding concessions and discounts) and the first sentence of
the ninth paragraph (regarding market making) under the caption "Underwriting"
in the Prospectus Supplement.

         "Underwriting Agreement" has the meaning assigned thereto in the
Indenture.

                                       II

                    REPRESENTATIONS, WARRANTIES AND COVENANTS

         Section 2.01. Representation and Warranties of the COAF Companies. As
of the date hereof and as of the Date of Issuance, each COAF Company represents,
warrants and covenants, each as to those matters relating to itself, as follows:

                                        9

<PAGE>

         (a) Due Organization and Qualification. Each COAF Company is either a
    corporation or a limited liability company and is duly organized, validly
    existing and in good standing under the laws of its respective jurisdiction.
    Each COAF Company is duly qualified to do business, is in good standing and
    has obtained all necessary licenses, permits, charters, registrations and
    approvals (together, "approvals") necessary for the conduct of its business
    as currently conducted and as described in the Prospectus and the
    performance of its obligations under the Transaction Documents, in each
    jurisdiction in which the failure to be so qualified or to obtain such
    approvals would render any Transaction Document unenforceable in any respect
    or would have a material adverse effect upon the Transaction.

         (b) Power and Authority. Each COAF Company has all necessary corporate
    or other power and authority to conduct its business as currently conducted,
    and, as described in the Prospectus and to execute, deliver and perform its
    obligations under the Transaction Documents and to consummate the
    Transaction.

         (c) Due Authorization. The execution, delivery and performance of the
    Transaction Documents by each COAF Company has been duly authorized by all
    necessary corporate and other action and do not require any additional
    approvals or consents, or other action by or any notice to or filing with
    any Person, including, without limitation, any governmental entity or any
    partners or stockholders, which have not previously been obtained or given
    by such COAF Company.

         (d) Noncontravention. Neither the execution and delivery of the
    Transaction Documents by any COAF Company, the consummation of the
    transactions contemplated thereby nor the satisfaction of the terms and
    conditions of the Transaction Documents:

             (i)  conflicts with or results in any breach or violation of any
         provision of the certificate of incorporation or bylaws or other
         organizational document of any COAF Company or any material law, rule,
         regulation, order, writ, judgment, injunction, decree, determination or
         award currently in effect having applicability to any COAF Company or
         any of their material properties, including regulations issued by an
         administrative agency or other governmental authority having
         supervisory powers over any COAF Company;

             (ii) constitutes a default by any COAF Company under or a breach of
         any provision of any material loan agreement, mortgage, indenture or
         other agreement or instrument to which any COAF Company is a party or
         by which any of their respective properties, which are individually or
         in the aggregate material to any COAF Company, is or may be bound or
         affected; or

                                       10

<PAGE>

             (iii) results in or requires the creation of any lien upon or in
         respect of any assets of any COAF Company (other than the liens created
         under the Transaction Documents).

         (e) Legal Proceedings. There is no action, proceeding or investigation
    by or before any court, governmental or administrative agency or arbitrator
    against or affecting any COAF Company or any of its or their subsidiaries,
    or any properties or rights of any COAF Company or any of its or their
    subsidiaries, pending or, to any COAF Company's knowledge after reasonable
    inquiry, threatened, which, in any case, could reasonably be expected to
    result in a Material Adverse Change with respect to any COAF Company.

         (f) Valid and Binding Obligations. The Notes, when executed,
    authenticated and issued in accordance with the Indenture and the
    Transaction Documents (other than the Notes), when executed and delivered by
    each COAF Company party thereto, will constitute the legal, valid and
    binding obligations of the Issuer and the applicable COAF Company or COAF
    Companies, as applicable, enforceable in accordance with their respective
    terms, except as such enforceability may be limited by bankruptcy,
    insolvency, reorganization, moratorium or other similar laws affecting
    creditors' rights generally and general equitable principles and public
    policy considerations as to rights of indemnification for violations of
    federal securities laws.

         (g) Financial Statements. The Servicer and the Transferor hereby
    represent and warrant that (i) the Financial Statements of Capital One
    Financial Corporation, copies of which have been furnished to the Note
    Insurer, (A) are, as of the dates and for the periods referred to therein,
    complete and correct in all material respects, (B) present fairly the
    financial condition and results of operations of COAF as of the dates and
    for the periods indicated and (C) have been prepared in accordance with
    generally accepted accounting principles consistently applied, except as
    noted therein (subject as to interim statements to normal year-end
    adjustments); (ii) since the date of the most recent Financial Statements,
    there has been no Material Adverse Change in respect of COAF; and (iii)
    except as disclosed in the Financial Statements, COAF is not subject to any
    contingent liabilities or commitments that, individually or in the
    aggregate, have a material possibility of causing a Material Adverse Change
    in respect of COAF.

         (h) Compliance With Law, Etc. No practice, procedure or policy
    employed, or proposed to be employed, by any COAF Company in the conduct of
    its business violates any law, regulation, judgment, agreement, order or
    decree applicable to any of them that, if enforced, could reasonably be
    expected to result in a Material Adverse Change with respect to any COAF
    Company.

         (i) Taxes. Each COAF Company and each COAF Company's parent company or
    companies have filed prior to the date hereof all federal and state tax
    returns that are required to be filed and paid all taxes, including any
    assessments received by them that are not being contested in good faith, to
    the extent that such

                                       11

<PAGE>

    taxes have become due, except for any failures to file or pay that,
    individually or in the aggregate, would not result in a Material Adverse
    Change with respect to any COAF Company.

         (j) Accuracy of Information. Neither the Transaction Documents nor
    other information relating to the Receivables or related assets, the
    operations of any COAF Company (including servicing or origination of loans)
    or the financial condition of any COAF Company (collectively, the
    "Documents"), as amended, supplemented or superseded, furnished to the Note
    Insurer by any COAF Company contain any statement of a material fact by any
    COAF Company which was untrue or misleading in any material adverse respect
    when made. No COAF Company has any knowledge of circumstances that could
    reasonably be expected to cause a Material Adverse Change with respect to
    any COAF Company. Since the furnishing of the Documents, there has been no
    change nor any development or event involving a prospective change known to
    any COAF Company that would render any of the Documents untrue or misleading
    in a material respect.

         (k) Compliance With Securities Laws. The offer and sale of the Notes
    comply in all material respects with all requirements of law, including all
    registration requirements of applicable securities laws. Without limitation
    of the foregoing, the Prospectus does not contain any untrue statement of a
    material fact and does not omit to state a material fact necessary to make
    the statements made therein, in light of the circumstances under which they
    were made, not misleading; provided, however, that no representation is made
    with respect to the information in the Prospectus set forth under the
    heading "THE NOTE GUARANTY INSURANCE POLICY AND THE NOTE INSURER" or the
    consolidated financial statements of the Note Insurer incorporated by
    reference in the Prospectus. Neither the offer nor the sale of the Notes has
    been or will be in violation of the Securities Act or any other federal or
    state securities laws. Neither the Issuer nor the Seller is required to be
    registered as an "investment company" under the Investment Company Act.

         (l) Transaction Documents. Each of the representations and warranties
    of each COAF Company contained in the Transaction Documents is true and
    correct in all material respects, and each COAF Company hereby makes each
    such representation and warranty to, and for the benefit of, the Note
    Insurer as if the same were set forth in full herein, provided that the
    remedy for any breach of this paragraph shall be limited to the remedies
    specified in the related Transaction Document.

         (m) Solvency. Each COAF Company is solvent and will not be rendered
    insolvent by the Transaction and, after giving effect to the Transaction, no
    COAF Company will be left with an unreasonably small amount of capital with
    which to engage in its business, nor does any COAF Company intend to incur,
    or believe that it has incurred, debts beyond its ability to pay as they
    mature. No COAF Company contemplates the commencement of insolvency,
    bankruptcy, liquidation or consolidation proceedings or the appointment of a

                                       12

<PAGE>

    receiver, liquidator, conservator, trustee or similar official in respect of
    any COAF Company or any of their assets.

         (n) Organizational Documents. Each COAF Company is in full compliance
    with its organizational documents, including without limitation and as
    applicable, each COAF Company's articles of incorporation, bylaws,
    certificate of formation or limited liability company agreement.

         (o) Corporate Organization.

             (i)  COAF is a corporation organized under the laws of the State of
         Texas. "Capital One Auto Finance, Inc." is the correct legal name of
         COAF indicated on the public records of COAF's jurisdiction of
         organization which shows COAF to be organized.

             (ii) The Seller is a limited liability company organized under the
         laws of the State of Delaware. "Capital One Auto Receivables, LLC" is
         the correct legal name of the Seller indicated on the public records of
         the Seller's jurisdiction of organization which shows the Seller to be
         organized.

       Section 2.02. Affirmative Covenants of the COAF Companies. The COAF
Companies hereby agree that during the Term of the Insurance Agreement, unless
the Note Insurer shall otherwise expressly consent in writing:

         (a) Compliance With Agreements and Applicable Laws. The COAF Companies
    shall not be in default under the Transaction Documents and shall comply
    with all material requirements of any law, rule or regulation applicable to
    each such party. No COAF Company shall agree to any amendment to or
    modification of the terms of any Transaction Documents or its respective
    organizational documents (including without limitation and as applicable its
    articles of incorporation, partnership agreement, bylaws, certificate of
    formation and limited liability company agreement) unless the Note Insurer
    shall have otherwise consented.

         (b) Corporate Existence. Each COAF Company, its successors and assigns,
    shall maintain its corporate or other existence and shall at all times
    continue to be duly organized under the laws of its respective jurisdiction
    of incorporation or formation and duly qualified and duly authorized (as
    described in subsections 2.01(a), (b) and (c) hereof) and shall conduct its
    business in accordance with the terms of its certificate of incorporation
    and bylaws or other formation documents.

         (c) The Servicer To Provide Financial Statements; Accountants' Reports;
    Other Information. The Servicer shall keep or cause to be kept in reasonable
    detail books and records of account of COAF's, and its consolidated
    subsidiaries', assets and business, including, but not limited to, books and
    records

                                       13

<PAGE>

     relating to the Transaction. The Servicer shall furnish or cause to be
     furnished to the Note Insurer:

               (i)   Financial Statements. All reports, Financial Statements,
          Officer's certificates and reviews required to be furnished under
          Section 2.11 of the Servicing Agreement and Section 5.14 of the
          Indenture, including quarterly unaudited financial statements of
          Capital One Financial Corporation and its consolidated subsidiaries
          and audited annual financial statements of Capital One Financial
          Corporation and its consolidated subsidiaries.

               (ii)  Initial and Continuing Reports. On or before the Closing
          Date, the Servicer will provide the Note Insurer a copy of the
          electronic file or other such medium as may be acceptable to the Note
          Issuer to be delivered to the Indenture Trustee setting forth, as to
          each Receivable, the information required on the Schedule of
          Receivables. Thereafter, the Servicer shall deliver to the Indenture
          Trustee and direct the Indenture Trustee to deliver to the Note
          Insurer the report required by Section 2.02(d) of the Servicing
          Agreement.

               (iii) Certain Information. Upon the reasonable request of the
          Note Insurer, the Servicer shall promptly provide copies of any
          requested proxy statements, financial statements, reports and
          registration statements which any COAF Company files with, or delivers
          to, the Commission or any national securities exchange.

               (iv)  Other Information. Promptly upon receipt thereof, copies of
          all schedules, financial statements or other similar reports delivered
          to or by the Servicer pursuant to the terms of the Servicing Agreement
          and, promptly upon request, such other data or reports relating to the
          Transaction as the Note Insurer may reasonably request. The Servicer
          shall provide the Note Insurer a copy of any material amendment to the
          Collection Policy (as defined in the Indenture) prior to adoption.

          The Note Insurer agrees that it and its agents, accountants and
     attorneys shall keep confidential all financial statements, reports and
     other information delivered by the Servicer pursuant to this subSection
     2.02(c) to the extent provided in subSection 2.02(e) hereof.

          (d)  Access to Records; Discussions With Officers and Accountants. On
     an annual basis, or as often as the Note Insurer deems appropriate upon the
     occurrence of a Material Adverse Change or an Insurance Agreement Event of
     Default, each COAF Company shall, upon the reasonable request of the Note
     Insurer, permit the Note Insurer or its authorized agents:

                                       14

<PAGE>

                    (i)   to inspect its books and records as they may relate to
               the Class A Notes, the obligations of such party under the
               Transaction Documents, and the Transaction;

                    (ii)  to discuss the affairs, finances and accounts of each
               COAF Company with the chief operating officer and the chief
               financial officer of such COAF Company, as the case may be; and

                    (iii) with any COAF Company's consent, which consent shall
               not be unreasonably withheld, to discuss the affairs, finances
               and accounts of such COAF Company with such company's independent
               accountants, provided that an officer of such COAF Company shall
               have the right to be present during such discussions; provided,
               however that upon the occurrence of a Material Adverse Change or
               an Insurance Agreement Event of Default, no such consent of the
               COAF Companies will be required but the Note Insurer will provide
               reasonable notice to such COAF Company prior to such discussions
               and such discussions may not create an undue burden on such COAF
               Company's or the accountants' business.

               Such inspections and discussions shall be conducted during normal
          business hours and shall not unreasonably disrupt the business of such
          COAF Company. The books and records of each COAF Company will be
          maintained at the address of such COAF Company designated herein for
          receipt of notices, unless the Servicer shall otherwise advise the
          parties hereto in writing.

               (e)  [Reserved]

               (f)  Notice of Material Events. Each COAF Company shall be
          obligated (which obligation shall be satisfied as to each if performed
          by any of them) promptly to inform the Note Insurer in writing of the
          occurrence of any of the following to the extent any of the following
          relate to it:

                    (i)   the submission of any claim or the initiation or
               threat of any legal process, litigation or administrative or
               judicial investigation, or rule-making or disciplinary proceeding
               by or against any COAF Company that (A) could be required to be
               disclosed to the Commission or to any COAF Company's shareholders
               or (B) could result in a Material Adverse Change with respect to
               any COAF Company, or the promulgation of any proceeding or any
               proposed or final rule which would result in a Material Adverse
               Change with respect to any COAF Company;

                    (ii)  any change in the location of any COAF Company's
               principal offices, jurisdiction of organization, legal name as
               indicated on the public records of any COAF Company's
               jurisdiction of organization which shows any COAF Company to be
               organized, or any change in the location of any COAF Company's
               books and records;

                                       15

<PAGE>

                    (iii) the occurrence of any Default, Event of Default, Event
               of Default under the Indenture; Event of Servicing Default or of
               any Material Adverse Change;

                    (iv)  the commencement of any proceedings by or against any
               COAF Company under any applicable bankruptcy, reorganization,
               liquidation, rehabilitation, insolvency or other similar law now
               or hereafter in effect or of any proceeding in which a receiver,
               liquidator, conservator, trustee or similar official shall have
               been, or may be, appointed or requested for any COAF Company or
               any of its assets; or

                    (v)   the receipt of notice that (A) any COAF Company is
               being placed under regulatory supervision, (B) any license,
               permit, charter, registration or approval necessary for the
               conduct of any COAF Company's business is to be, or may be
               suspended or revoked, or (C) any COAF Company is to cease and
               desist any practice, procedure or policy employed by any COAF
               Company in the conduct of its business, and such cessation may
               result in a Material Adverse Change with respect to any COAF
               Company.

               (g) Financing Statements and Further Assurances. The Servicer
     will cause to be filed all necessary financing statements or other
     instruments, and any amendments or continuation statements relating
     thereto, necessary to be kept and filed in such manner and in such places
     as may be required by law to preserve and protect fully the interest of the
     Indenture Trustee in the Trust Property. Each COAF Company shall, upon the
     request of the Note Insurer, from time to time, execute, acknowledge and
     deliver, or cause to be executed, acknowledged and delivered, within 10
     days of such request, such amendments hereto and such further instruments
     and take such further action as may be reasonably necessary to effectuate
     the intention, performance and provisions of the Transaction Documents. In
     addition, each of the COAF Companies agrees to cooperate with S&P, Fitch,
     and Moody's in connection with any review of the Transaction that may be
     undertaken by S&P, Fitch, and Moody's after the date hereof.

               (h) Maintenance of Licenses. Each COAF Company or any successors
     thereof shall maintain all licenses, permits, charters and registrations
     which are material to the conduct of its business.

               (i) Redemption of Class A Notes. The Servicer shall instruct the
     Indenture Trustee, upon redemption of the Class A Notes pursuant to the
     Transaction Documents, to furnish to the Note Insurer a notice of such
     redemption and, upon a redemption or other payment of all of the Class A
     Notes to surrender the Policies to the Note Insurer for cancellation.

               (j) Disclosure Document. Each Prospectus delivered with respect
     to the Notes shall clearly disclose that the Note Policy is not covered by
     the

                                       16

<PAGE>

     property/casualty insurance security fund specified in Article 76 of the
     New York Insurance Law.

          (k) Third-party Beneficiary. Each COAF Company agrees that the Note
     Insurer shall have all rights of a third-party beneficiary in respect of
     each Transaction Document (other than the Underwriting Agreement) and
     hereby incorporates and restates their representations, warranties and
     covenants as set forth therein for the benefit of the Note Insurer.

          (l) Amendments. The Servicer will provide the Note Insurer with
     written notice of any change or amendment to any Transaction Document as
     currently in effect.

          (m) Maintenance of Trust Property. On or before each April 1,
     beginning in 2004, so long as any of the Notes are outstanding, the
     Servicer shall furnish to the Note Insurer and the Indenture Trustee an
     officers' certificate either stating that such action has been taken with
     respect to the recording, filing, rerecording and refiling of any financing
     statements and continuation statements as is necessary to maintain the
     interest of the Indenture Trustee created by the Indenture with respect to
     the Trust Property and reciting the details of such action or stating that
     no such action is necessary to maintain such interests. Such officers'
     certificate shall also describe the recording, filing, rerecording and
     refiling of any financing statements and continuation statements that will
     be required to maintain the interest of the Indenture Trustee in the Trust
     Property until the date such next officers' certificate is due. The
     Servicer will use its best efforts to cause any necessary recordings or
     filings to be made with respect to the Trust Property.

          (n) Closing Documents. The Servicer shall provide or cause to be
     provided to the Note Insurer an executed original copy of each document
     executed in connection with the Transaction within 30 days after the date
     of closing.

          (o) [Reserved]

          (p) Corporate Formalities. The Seller shall have annual shareholder
     meetings or meetings of members, as applicable, and at least annual board
     of directors meetings as applicable, provided, however, that the members or
     the board of directors may act by unanimous written consent in lieu of such
     meetings. The Seller shall deliver minutes of such annual meetings, or
     written records of any such actions taken by unanimous written consent, to
     the Note Insurer upon the Note Insurer's request. The Seller shall observe
     all corporate or other formalities necessary to preserve its status as a
     separate legal entity. Furthermore, the Seller will at all times operate
     its business in accordance with the provisions of its organizational
     documents and operating agreement relating to bankruptcy remoteness and
     otherwise in material compliance with its organizational documents and
     operating agreement. The Seller shall prepare income and

                                       17

<PAGE>

     franchise tax returns as required by law and shall deliver copies of such
     tax returns to the Note Insurer upon the Note Insurer's request.

         Section 2.03.  Negative Covenants of the COAF Companies. Each COAF
Company hereby agrees that during the Term of the Insurance Agreement, unless
the Note Insurer shall otherwise expressly consent in writing:

           (a) Impairment of Rights. No COAF Company shall take any action, or
     fail to take any action, if such action or failure to take action may
     result in a material adverse change as described in clause (b) of the
     definition of Material Adverse Change with respect to any COAF Company, or
     may interfere with the enforcement of any rights of the Note Insurer under
     or with respect to the Transaction Documents. Each COAF Company shall give
     the Note Insurer written notice of any such action or failure to act on the
     earlier of (i) the date upon which any publicly available filing or release
     is made with respect to such action or failure to act or (ii) promptly
     prior to the date of consummation of such action or failure to act. Each
     COAF Company shall furnish to the Note Insurer all information requested by
     it that is reasonably necessary to determine compliance with this
     paragraph.

           (b) Adverse Selection Procedure. No COAF Company will use any adverse
     selection procedure in selecting Receivables to be transferred to the
     Issuer.

           (c) Waiver, Amendments, Etc. Except in accordance with the
     Transaction Documents, no COAF Company shall waive, modify or amend, or
     consent to any waiver, modification or amendment of, any of the terms,
     provisions or conditions of the Transaction Documents without the consent
     of the Note Insurer.

           (d) Receivables; Policies. Except as otherwise permitted in the
     Servicing Agreement, none of the Servicer or any COAF Company shall alter
     or amend any Receivable, its credit policies, its collection policies or
     its charge-off policies in a manner that materially adversely affects the
     Note Insurer unless the Note Insurer shall have previously given its
     consent, which consent shall not be unreasonably withheld.

           (e) Transaction Documents. No COAF Company will at any time in the
     future deny that the Transaction Documents constitute the legal, valid and
     binding obligations of each COAF Company, as applicable.

         Section 2.04.  Representation and Covenants of Indenture Trustee.

           (a) Representations and Warranties. As of the Date of Issuance, each
     of the representations and warranties of the Indenture Trustee set forth in
     the Transaction Documents are true and correct in all material respects,
     and the Indenture Trustee makes each such representation and warranty to,
     and for the benefit of, the Note Insurer as if the same were set forth in
     full herein.

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<PAGE>

           (b) Compliance and Amendments. The Indenture Trustee shall comply in
     all material respects with the terms and conditions of the Transaction
     Documents to which it is a party, and the Indenture Trustee shall not agree
     to any amendment to or modification of the terms of any of the Transaction
     Documents to which both the Indenture Trustee and the Note Insurer are
     parties unless the Note Insurer shall otherwise consent, provided that such
     consent shall not be required if a Note Insurer Default has occurred and is
     continuing.

         Section 2.05.  Representations, Warranties and Covenants of the Issuer.
The Issuer hereby represents and warrants as follows:

               (i) Representations and Warranties. As of the Date of Issuance,
           each of the representations and warranties of the Issuer set forth in
           the Transaction Documents is true and correct in all material
           respects and the Issuer makes each such representation and warranty
           to, and for the benefit of, the Note Insurer as if the same were set
           forth in full herein.

               (ii) Compliance and Amendments. The Issuer shall comply in all
           material respects with the terms and conditions of the Transaction
           Documents it is a party and, except in accordance with the
           Transaction Documents, the Issuer shall not agree to any amendment to
           or modification of the terms of any of the Transaction Documents to
           which it is a party unless the Note Insurer shall otherwise give its
           prior written consent.

               (iii) Principal Place of Business. The principal place of
           business of the Issuer is located in Wilmington, Delaware.

               (iv) Covenant to Pay Interest. On each Payment Date, the Issuer
           shall pay or cause to be paid to the applicable Class of Class A
           Noteholders, interest in an amount equal to the Class A-1 Note
           Interest, Class A-2 Note Interest, Class A-3-A Note Interest, Class
           A-3-B Note Interest, Class A-4-A Note Interest and Class A-4-B Note
           Interest, as the case may be.

         Section 2.06.  Representations and Warranties of Ambac.

           The Note Insurer represents, warrants and agrees as follows as of the
Closing Date:

           (a) Organization and Licensing. Ambac is a stock insurance
     corporation duly organized, validly existing and in good standing under the
     laws of the State of Wisconsin.

           (b) Corporate Power. The Note Insurer has the corporate power and
     authority to issue the Policy and execute and deliver this Insurance
     Agreement and to perform all of its obligations thereunder and hereunder.

                                       19

<PAGE>

           (c) Authorization; Approvals. All proceedings legally required for
     the execution, delivery and performance of the Policy and this Insurance
     Agreement have been taken and all licenses, orders, consents or other
     authorizations or approvals of the Note Insurer's Board of Directors or
     stockholders or any governmental boards or bodies legally required for the
     enforceability of the Policy and this Insurance Agreement have been
     obtained or are not material to the enforceability of the Policy and this
     Insurance Agreement.

           (d) Enforceability. The Policy, when issued, will constitute, and
     this Insurance Agreement constitutes, legal, valid and binding obligations
     of the Note Insurer, enforceable in accordance with their respective terms,
     subject to insolvency, reorganization, moratorium, receivership and other
     similar laws affecting creditors' rights generally and by general
     principles of equity and subject to principles of public policy limiting
     the right to enforce the indemnification provisions contained therein and
     herein, insofar as such provisions relate to indemnification for
     liabilities arising under federal securities laws.

           (e) No Conflict. The execution by the Note Insurer of the Policy and
     this Insurance Agreement will not, and the performance of the provisions
     thereof and hereof will not, conflict with or result in a breach of any of
     the terms, conditions or provisions of the Restated Articles of
     Incorporation or By Laws of the Note Insurer, or any restriction contained
     in any contract, agreement or instrument to which the Note Insurer is a
     party or by which it is bound; constitute a default under any of the
     foregoing which would materially and adversely affect its ability to
     perform its obligations under the Policy or this Insurance Agreement.

           (f) Exempt from Registration. The Policy, when issued, will be exempt
     from registration under the Securities Act.

           (g) Ambac Information. The Note Insurer Information is true and
     correct in all material respects and does not contain any untrue statement
     of a material fact.

         Section 2.07.  Covenant of Note Insurer.  The Note Insurer hereby
covenants as follows:

           Confidentiality. The Note Insurer agrees that it and its
shareholders, directors, agents, accountants and attorneys shall keep
confidential any matter of which it becomes aware through such inspections or
discussions (unless readily available from public sources), except as may be
otherwise required by regulation, law or court order or requested by appropriate
governmental authorities or as necessary to preserve its rights or security
under or to enforce the Transaction Documents, provided that the foregoing shall
not limit the right of the Note Insurer to make such information available to
its regulators, securities rating agencies, reinsurers, credit and liquidity
providers, counsel and accountants. If the Note Insurer is requested or required
(by oral questions, interrogatories, requests for information or documents
subpoena, civil investigative demand or similar process) to disclose any
information of which it becomes aware

                                       20

<PAGE>

through such inspections or discussions, the Note Insurer will promptly notify
the Transferor or the Servicer of such request(s) so that the Transferor or the
Servicer may seek an appropriate protective order and/or waive the Note
Insurer's compliance with the provisions of this Insurance Agreement. If, in the
absence of a protective order or the receipt of a waiver hereunder, the Note
Insurer is, nonetheless, in the opinion of its counsel, compelled to disclose
such information to any tribunal or else stand liable for contempt or suffer
other censure or significant penalty, the Note Insurer may disclose such
information to such tribunal that the Note Insurer is compelled to disclose,
provided that a copy of all information disclosed is provided to the Transferor
or the Servicer, as the case maybe, promptly upon such disclosure, so long as
the Note Insurer is not prohibited from providing notice to the Transferor or
Servicer by such tribunal.

                                      III

                           THE POLICIES; REIMBURSEMENT

         Section 3.01. Issuance of the Policies. The Note Insurer agrees to
issue the Policies on the Closing Date subject to satisfaction of the conditions
precedent set forth below:

           (a) Payment of Initial Premium and Expenses. The Note Insurer shall
     have been paid, by the Servicer, that portion of a nonrefundable Premium
     payable on the Date of Issuance and the Servicer shall agree to reimburse
     or pay directly other fees and expenses identified in Section 3.02 hereof
     as payable, and the Note Insurer shall have received a fully executed copy
     of the Fee Letter.

           (b) Transaction Documents. The Note Insurer shall have received a
     copy of each of the Transaction Documents, in form and substance
     satisfactory to the Note Insurer, duly authorized, executed and delivered
     by each party thereto.

           (c) Certified Documents and Resolutions. The Note Insurer shall have
     received a copy of (i) the certificate of incorporation, limited liability
     company agreement and bylaws or other organizational documents, as
     applicable, of each COAF Company and (ii) the resolutions of each COAF
     Company's Board of Directors or members or a committee thereof, as
     applicable, authorizing the issuance of the Notes and the execution,
     delivery and performance by each COAF Company of the Transaction Documents
     and the transactions contemplated thereby, certified by the Secretary or an
     Assistant Secretary of each COAF Company (which certificate shall state
     that such certificate of incorporation, bylaws and resolutions or other
     organizational documents are in full force and effect without modification
     on the Date of Issuance).

           (d) Incumbency Certificate. The Note Insurer shall have received a
     certificate of the Secretary or an Assistant Secretary of each COAF Company
     certifying the names and signatures of the officers of such COAF Company
     authorized to execute and deliver the Transaction Documents and that

                                       21

<PAGE>

     shareholder, partner or member (as applicable) consent to the execution and
     delivery of such documents is not necessary.

           (e) Representations and Warranties; Certificate. The representations
     and warranties of each COAF Company set forth or incorporated by reference
     in this Insurance Agreement shall be true and correct as of the Date of
     Issuance as if made on the Date of Issuance, and the Note Insurer shall
     have received a certificate of appropriate officers of each COAF Company to
     that effect.

           (f) Opinions of Counsel.

               (i) In-house counsel for COAF shall have issued its favorable
           opinion, in form and substance acceptable to the Note Insurer and its
           counsel, regarding the corporate existence and authority of COAF, in
           its capacity as Transferor and as Servicer.

               (ii) The law firm of Richards, Layton & Finger shall have issued
           its favorable opinion, in form and substance acceptable to the Note
           Insurer and its counsel, regarding the corporate existence and
           authority of the Seller.

               (iii) The law firm of Richards, Layton & Finger shall have issued
           its favorable opinion, in form and substance acceptable to the Note
           Insurer and its counsel, regarding the corporate existence and
           authority of the Issuer.

               (iv) The law firm of Mayer, Brown, Rowe & Maw shall have
           furnished its favorable opinion in form and substance acceptable to
           the Note Insurer and its counsel, regarding the validity and
           enforceability of the Transaction Documents against COAF, in its
           capacity as Transferor and as Servicer.

               (v) The law firm of Mayer, Brown, Rowe & Maw shall have furnished
           its favorable opinion in form and substance acceptable to the Note
           Insurer and its counsel, regarding the validity and enforceability of
           the Transaction Documents against the Seller and the Issuer.

               (vi) The law firm of Mayer, Brown, Rowe & Maw shall have
           furnished its opinions, in form and substance acceptable to the Note
           Insurer and its counsel, regarding the transfer of the Trust
           Property, certain bankruptcy and non-consolidation issues, security
           interest issues and the tax treatment of the Class A Notes under
           federal tax laws.

               (vii) The Note Insurer shall have received such other opinions of
           counsel, in form and substance acceptable to the Note Insurer and its
           counsel, addressing such other matters as the Note Insurer may
           reasonably request.

                                       22

<PAGE>

     (g)   Approvals, Etc. The Note Insurer shall have received true and correct
copies of all approvals, licenses and consents, if any, including, without
limitation, any required approval of the shareholders of any COAF Company,
required in connection with the Transaction.

     (h)   No Litigation, Etc. No suit, action or other proceeding,
investigation or injunction, or final judgment relating thereto, shall be
pending or threatened before any court or governmental agency in which it is
sought to restrain or prohibit or to obtain damages or other relief in
connection with the Transaction Documents or the consummation of the
Transaction.

     (i)   Legality. No statute, rule, regulation or order shall have been
enacted, entered or deemed applicable by any government or governmental or
administrative agency or court that would make the transactions contemplated by
any of the Transaction Documents illegal or otherwise prevent the consummation
thereof.

     (j)   Satisfaction of Conditions of the Underwriting Agreement. All
conditions in the Underwriting Agreement relating to the Underwriters'
obligation to purchase the Class A Notes shall have been satisfied.

     (k)   Issuance of Ratings. The Note Insurer shall have received
confirmation that the risk secured by the Note Policy constitutes an
investment-grade risk, that the Class A-1 Notes when issued will be rated "A-1+"
by S&P, "F-1" by Fitch, and "Prime 1" by Moody's and that the Class A-2 Notes,
Class A-3-A Notes, Class A-3-B Notes, Class A-4-A Notes and Class A-4-B Notes,
when issued, will be rated "AAA" by S&P, and "Aaa" by Moody's.

     (l)   No Default. No Default or Event of Default shall have occurred.

     (m)   Additional Items. The Note Insurer shall have received such other
documents, instruments, approvals or opinions requested by the Note Insurer as
may be reasonably necessary to effect the Transaction, including, but not
limited to, evidence satisfactory to the Note Insurer that the conditions
precedent, if any, in the Transaction Documents have been satisfied.

     (n)   Underwriting Agreement. The Note Insurer shall have received copies
of each of the documents, and specifically be entitled to rely on each of the
documents, required to be delivered to the Underwriters pursuant to the
Underwriting Agreement.

     (o)   Conform to Documents. The Note Insurer and its counsel shall have
determined that all documents, certificates and opinions to be delivered in
connection with the Class A Notes conform to the terms of the Transaction
Documents.

                                       23

<PAGE>

     (p)   Perfection of Security Interest. All actions required to be taken to
perfect the security interest of the Issuer and the Indenture Trustee in the
Trust Property shall have been performed.

   Section 3.02. Payment of Fees and Premium.

     (a)   Legal and Accounting Fees. The Servicer shall pay or cause to be
paid, on the Date of Issuance, legal fees and disbursements incurred by the Note
Insurer in connection with the issuance of the Policies in accordance with the
terms of the Fee Letter. Any fees of the Note Insurer's auditors payable in
respect of any amendment or supplement to the Prospectus or any other Prospectus
incurred after the Date of Issuance shall be paid by the Servicer on demand.

     (b)   Rating Agency Fees. The Servicer shall promptly pay the initial fees
of the Rating Agencies with respect to the Class A Notes and the transactions
contemplated hereby following receipt of a statement with respect thereto, and
shall pay or cause to be paid any subsequent fees of the Rating Agencies with
respect to, and directly allocable to, the Class A Notes. The Note Insurer shall
not be responsible for any fees or expenses of the Rating Agencies. The fees for
any other rating agency shall be paid by the party requesting such other rating
agency's rating.

     (c)   Premium. In consideration of the issuance by the Note Insurer of the
Policies, the Note Insurer shall be entitled to receive the Premium as and when
due in accordance with the terms of the Fee Letter (i) in the case of Premium
due on or before the Date of Issuance, directly from the Servicer and (ii) in
the case of Premium due after the Date of Issuance, pursuant to the Indenture.
The Premium paid hereunder or under the Indenture shall be nonrefundable without
regard to whether the Note Insurer makes any payment under the Policies or any
other circumstances relating to the Class A Notes or provision being made for
payment of the Class A Notes prior to maturity. The Servicer or the Indenture
Trustee, as the case may be, shall make all payments of Premium to be made by
them by wire transfer to an account designated from time to time by the Note
Insurer by written notice to the Servicer or the Indenture Trustee,
respectively.

   Section 3.03. Reimbursement and Additional Payment Obligation.

     (a)   In accordance with the priorities established in Section 5.05(c) of
the Indenture, the Note Insurer shall be entitled to (i) reimbursement for any
payment made by the Note Insurer under the Policies, which reimbursement shall
be due and payable on the date that any amount is to be paid pursuant to a
Notice (as defined in the Note Policy) or Demand for Payment (as defined in the
Swap Policy), in an amount equal to the amount to be so paid and all amounts
previously paid that remain unreimbursed, together with interest on any and all
amounts remaining unreimbursed (to the extent permitted by law, if in respect of
any unreimbursed amounts representing interest) from the date such amounts
became due until paid in full (after as well as before judgment), at a rate of

                                       24

<PAGE>

interest equal to the Late Payment Rate and (ii) payment or reimbursement of any
other amounts owed to the Note Insurer under this Agreement together with
interest thereon at a rate equal to the Late Payment Rate.

     (b)   The Servicer agrees to pay to the Note Insurer as follows: anything
in Section 3.03(a) to the contrary notwithstanding, the Note Insurer shall be
entitled to reimbursement from the Servicer (i) for payments made under the
Policies arising as a result of the failure by any COAF Company to repurchase
any Receivable required to be repurchased pursuant to Section 2.15 of the
Indenture, Section 7.02 of the Transfer and Assignment Agreement and Section
7.02 of the Contribution Agreement, together with interest on any and all
amounts remaining unreimbursed (to the extent permitted by law, if in respect of
any unreimbursed amounts representing interest) from the date such amounts
became due until paid in full (after as well as before judgment), at a rate of
interest equal to the Late Payment Rate, and (ii) for payments made under the
Policies, arising as a result of the Servicer's failure to deposit into the
Collection Account any amount required to be so deposited pursuant to any
Transaction Document, together with interest on any and all amounts remaining
unreimbursed (to the extent permitted by law, if in respect to any unreimbursed
amounts representing interest) from the date such amounts became due until paid
in full (after as well as before judgment), at a rate of interest equal to the
Late Payment Rate.

     (c)   The Servicer and the Issuer agree to pay to the Note Insurer as
follows: any and all charges, fees, costs and expenses that the Note Insurer may
reasonably pay or incur, including, but not limited to, attorneys' and
accountants' fees and expenses, in connection with (i) any accounts established
to facilitate payments under the Policies to the extent the Note Insurer has not
been immediately reimbursed on the date that any amount is paid by the Note
Insurer under the Policies, (ii) the enforcement, defense or preservation of any
rights in respect of any of the Transaction Documents, including, without
limitation, instituting, defending, monitoring or participating in any
litigation or proceeding (including, without limitation, any insolvency or
bankruptcy proceeding in respect of any Transaction participant or any affiliate
thereof) relating to any of the Transaction Documents, any party to any of the
Transaction Documents, in its capacity as such a party, or the Transaction,
(iii) any action, proceeding or investigation affecting the Issuer, the Trust
Property or the rights or obligations of the Note Insurer under the Policies or
the Transaction Documents, including (without limitation) any judgment or
settlement entered into affecting the Note Insurer or the Note Insurer's
interests, (iv) any consent, amendment, waiver or other action with respect to,
or related to, any Transaction Document, whether or not executed or completed or
(v) preparation of bound volumes of the Transaction Documents; costs and
expenses shall include a reasonable allocation of compensation and overhead
attributable to the time of employees of the Note Insurer spent in connection
with the actions described in clause (ii) above ("Reimbursable Amounts").
Reimbursable Amounts due to the Note Insurer shall bear interest at a rate equal
to the Late Payment Rate. In the event that the

                                       25

<PAGE>

Servicer fails to pay to the Note Insurer any Reimbursable Amounts, the Note
Insurer shall be entitled to reimbursement of such amount together with interest
thereon from Section 5.05 of the Indenture. In addition, the Note Insurer
reserves the right to charge a reasonable fee as a condition to executing any
waiver, consent or amendment proposed in respect of any of the Transaction
Documents.

     (d)   Servicer agrees to pay to the Note Insurer as follows: interest on
any and all amounts described in subclauses (b), (c) and (e) of this Section
3.03 from the date payable or paid by such party until payment thereof in full,
and interest on any and all amounts described in Section 3.02 from the date due
until payment thereof in full, in each case, payable to the Note Insurer at the
Late Payment Rate per annum.

     (e)   The Servicer agrees to pay to the Note Insurer as follows: any
payments made by the Note Insurer on behalf of, or advanced to, the Servicer or
the Transferor, respectively, including, without limitation, any amounts payable
by the Servicer or Transferor pursuant to the Notes or any other Transaction
Documents.

     (f)   [Reserved]

     (g)   All such amounts are to be immediately due and payable without
demand.

     (h)   Notwithstanding any other provisions of this Agreement, none of the
terms and provisions of this Agreement shall ever be construed to create a
contract to pay to the Note Insurer for the use, forbearance or detention of
money, interest in excess of the maximum amount of interest permitted to be
charged by the Note Insurer to any of the COAF Companies under applicable state
or federal law from time to time in effect, and none of the COAF Companies shall
ever be required to pay interest in excess of such maximum amount. If, for any
reason, interest is paid hereunder in excess of such maximum amount, then
promptly upon any determination that such excess has been paid the Note Insurer
will, at its option, either refund such excess to the payor thereof or apply
such excess to the principal owing by such payor hereunder.

   Section 3.04. Indemnification; Limitation of Liability.

     (a)   In addition to any and all rights of indemnification or any other
rights of the Note Insurer pursuant hereto or under law or equity, the Servicer,
the Issuer and the Transferor and any successor thereto agree to pay, and to
protect, indemnify and save harmless, the Note Insurer and its officers,
directors, shareholders, employees, agents and each person, if any, who controls
the Note Insurer within the meaning of either Section 15 of the Securities Act
or Section 20 of the Securities Exchange Act (the "Ambac Indemnified Parties")
from and against any and all claims, losses, liabilities (including penalties),
actions, suits, judgments, demands, damages, costs or reasonable expenses
(including, without

                                       26

<PAGE>

limitation, reasonable fees and expenses of attorneys, consultants and auditors
and reasonable costs of investigations) or obligations whatsoever paid by the
Ambac Indemnified Parties (herein collectively referred to as "Liabilities") of
any nature arising out of or relating to the transactions contemplated by the
Transaction Documents by reason of:

           (i)    to the extent not covered by the Indemnification Agreement any
     act or omission of any COAF Company in connection with the offering,
     issuance, sale or delivery of the Notes other than by reason of false or
     misleading Note Insurer Information;

           (ii)   any untrue statement or alleged untrue statement of a material
     fact contained in any of the Capital One Information or any omission or
     alleged omission to state therein a material fact required to be stated
     therein or necessary to make the statements therein, in light of the
     circumstances under which they were made, not misleading;

           (iii)  the misfeasance or malfeasance of, or negligence or theft
     committed by, any director, officer, employee or agent of any COAF Company;

           (iv)   the violation by any COAF Company of any federal or state
     securities, banking or antitrust laws, rules or regulations in connection
     with the issuance, offer and sale of the Notes or the transactions
     contemplated by the Transaction Documents;

           (v)    the violation by any COAF Company of any federal or state
     laws, rules or regulations relating to the Transaction or the origination
     of the Receivables, including, without limitation, any consumer protection,
     lending and disclosure laws or any laws with respect to the maximum amount
     of interest permitted to be received on account of any loan of money or
     with respect to the Receivables;

           (vi)   the breach by the Servicer, the Issuer or the Transferor of
     any of its obligations under this Insurance Agreement or any of the other
     Transaction Documents;

           (vii)  the breach by the Servicer, the Issuer or the Transferor of
     any representation or warranty on the part of the Servicer, the Issuer or
     the Transferor contained in this Insurance Agreement or any of the other
     Transaction Documents or in any certificate or report furnished or
     delivered to the Note Insurer thereunder; and

           (viii) any claim, counterclaim, rescission, setoff or defense
     asserted by an obligor relating to the goods and services provided in
     connection with any Receivable or Financed Vehicle.

                                       27

<PAGE>

          This indemnity provision shall survive the termination of this
     Insurance Agreement and shall survive until the statute of limitations has
     run on any causes of action which arise from one of these reasons and until
     all suits filed as a result thereof have been finally concluded.

          (b)  In addition to any and all rights of indemnification or any other
     rights of the Servicer, the Issuer and the Transferor pursuant hereto or
     under law or equity, the Note Insurer agrees to pay, and to protect,
     indemnify and save harmless, the Servicer, the Issuer and the Transferor
     and their respective officers, directors, shareholders, employees, agents
     and each person, if any, who controls the Servicer, the Issuer or the
     Transferor within the meaning of either Section 15 of the Securities Act or
     Section 20 of the Securities Exchange Act (the "Capital One Indemnified
     Parties") from and against any and all claims, losses, liabilities
     (including penalties), actions, suits, judgments, demands, damages, costs
     or reasonable expenses (including, without limitation, reasonable fees and
     expenses of attorneys, consultants and auditors and reasonable costs of
     investigations) or obligations whatsoever paid by the Capital One
     Indemnified Parties (herein collectively referred to as "Liabilities") of
     any nature arising out of or relating to the transactions contemplated by
     the Transaction Documents by reason of:

               (i)  any untrue statement or alleged untrue statement of a
          material fact contained in any of the Note Insurer Information or any
          omission or alleged omission to state therein a material fact required
          to be stated therein or necessary to make the statements therein, in
          light of the circumstances under which they were made, not misleading;
          or

               (ii) a breach of any of the representations, warranties or
          agreements of Ambac contained in Section 2.06 hereof.

          (c)  Any party which proposes to assert the right to be indemnified
     under this Section 3.04 will, promptly after receipt of notice of
     commencement of any action, suit or proceeding against such party in
     respect of which a claim is to be made against the indemnifying party under
     this Section 3.04(c), notify the indemnifying party of the commencement of
     such action, suit or proceeding, enclosing a copy of all papers served. In
     case any action, suit or proceeding shall be brought against any
     indemnified party and it shall notify the indemnifying party of the
     commencement thereof, the indemnifying party shall be entitled to
     participate in, and, to the extent that it shall wish, to assume the
     defense thereof, with counsel satisfactory to such indemnified party, and
     after notice from the indemnifying party to such indemnified party of its
     election so to assume the defense thereof, the indemnifying party shall not
     be liable to such indemnified party for any legal or other expenses other
     than reasonable costs of investigation subsequently incurred by such
     indemnified party in connection with the defense thereof. The indemnified
     party shall have the right to employ its counsel in any such action the
     defense of which is assumed by the indemnifying party in accordance with
     the terms of this subsection (c), but the fees and expenses of such counsel
     shall be at the expense of such indemnified party unless the employment

                                       28

<PAGE>

     of counsel by such indemnified party has been authorized by the
     indemnifying party. The indemnifying party shall not be liable for any
     settlement of any action or claim effected without its consent.

          Section 3.05. Payment Procedure. In the event of any payment by the
Note Insurer, the Indenture Trustee and the Servicer agree to accept the voucher
or other evidence of payment as prima facie evidence of the propriety thereof
and the liability therefor to the Note Insurer. All payments to be made to the
Note Insurer under this Insurance Agreement shall be made to the Note Insurer in
lawful currency of the United States of America in immediately available funds
at the notice address for the Note Insurer as specified in the Indenture on the
date when due or as the Note Insurer shall otherwise direct by written notice to
the other parties hereto. In the event that the date of any payment to the Note
Insurer or the expiration of any time period hereunder occurs on a day which is
not a Business Day, then such payment or expiration of time period shall be made
or occur on the next succeeding Business Day with the same force and effect as
if such payment was made or time period expired on the scheduled date of payment
or expiration date. Payments to be made to the Note Insurer under this Insurance
Agreement shall bear interest at the Late Payment Rate from the date when due to
the date paid.

          Section 3.06. Subrogation. The parties hereto acknowledge that, to the
extent of any payment made by the Note Insurer pursuant to the Policies, the
Note Insurer shall be fully subrogated to the extent of such payment plus
interest thereon at the Late Payment Rate, to the rights of the Noteholders to
any moneys paid or payable in respect of the Notes under the Transaction
Documents or otherwise subject to applicable law. The parties hereto agree to
such subrogation and further agree to execute such instruments and to take such
actions as, in the sole and reasonable judgment of the Note Insurer, are
necessary to evidence such subrogation and to perfect the rights of the Note
Insurer to receive any such moneys paid or payable in respect of the Notes,
under the Transaction Documents or otherwise.

          Section 3.07. Reimbursement. The parties hereto acknowledge that, to
the extent of any payment made by the Note Insurer pursuant to the Policies, the
Note Insurer has the right to be reimbursed such amounts plus interest thereon
at the Late Payment Rate, all in accordance with Section 5.05(c) of the
Indenture and in accordance with the priorities set forth therein for
reimbursement of the Note Insurer.

                                       IV

                               FURTHER AGREEMENTS

          Section 4.01. Effective Date; Term of the Insurance Agreement. This
Insurance Agreement shall take effect on the Date of Issuance and shall remain
in effect until the later of (a) such time as the Note Insurer is no longer
subject to a claim under the Policies and the Policies shall have been
surrendered to the Note Insurer for cancellation and (b) all amounts payable to
the Note Insurer by any COAF Company or from any other source under the
Transaction Documents and all amounts payable under the Class

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<PAGE>

A Notes have been paid in full; provided, however, that the provisions of
Sections 3.03 and 3.04 hereof shall survive any termination of this Insurance
Agreement.

        Section 4.02. Further Assurances and Corrective Instruments.

          (a)  Excepting at such times as a default in payment under the
     Policies shall exist or shall have occurred, none of the COAF Companies or
     the Indenture Trustee shall grant any waiver of rights under any of the
     Transaction Documents to which any of them is a party without the prior
     written consent of the Note Insurer, and any such waiver without the
     written consent of the Note Insurer shall be null and void and of no force
     or effect.

          (b)  To the extent permitted by law, the COAF Companies agree that
     they will, from time to time, execute, acknowledge and deliver, or cause to
     be executed, acknowledged and delivered, such supplements hereto and such
     further instruments as the Note Insurer may request and as may be required
     in the Note Insurer's judgment to effectuate the intention of or facilitate
     the performance of this Insurance Agreement.

        Section 4.03. Obligations Absolute.

          (a)  The obligations of the COAF Companies hereunder shall be absolute
     and unconditional and shall be paid or performed strictly in accordance
     with this Insurance Agreement under all circumstances irrespective of:

               (i)   any lack of validity or enforceability of, or any amendment
          or other modifications of, or waiver, with respect to any of the
          Transaction Documents, the Class A Notes or either Policy;

               (ii)  any exchange or release of any other obligations hereunder;

               (iii) the existence of any claim, setoff, defense, reduction,
          abatement or other right that any of the COAF Companies may have at
          any time against the Note Insurer or any other Person;

               (iv)  any document presented in connection with the Policies
          proving to be forged, fraudulent, invalid or insufficient in any
          respect or any statement therein being untrue or inaccurate in any
          respect;

               (v)   any payment by the Note Insurer under the Policies against
          presentation of a certificate or other document that does not strictly
          comply with terms of the Policies;

               (vi)  any failure of any of the COAF Companies to receive the
          proceeds from the sale of the Notes; or

                                       30

<PAGE>

               (vii) any breach by any of the COAF Companies of any
          representation, warranty or covenant contained in any of the
          Transaction Documents.

          (b)  Each of the COAF Companies and any and all others who are now or
     may become liable for all or part of the obligations of any of the COAF
     Companies under this Insurance Agreement agree to be bound by this
     Insurance Agreement and (i) to the extent permitted by law, waive and
     renounce any and all redemption and exemption rights and the benefit of all
     valuation and appraisement privileges against the indebtedness and
     obligations evidenced by any Transaction Document or by any extension or
     renewal thereof; (ii) waive presentment and demand for payment, notices of
     nonpayment and of dishonor, protest of dishonor and notice of protest;
     (iii) waive all notices in connection with the delivery and acceptance
     hereof and all other notices in connection with the performance, default or
     enforcement of any payment hereunder, except as required by the Transaction
     Documents; (iv) waive all rights of abatement, diminution, postponement or
     deduction, or any defense other than payment, or to any right of setoff or
     recoupment arising out of any breach under any of the Transaction
     Documents, by any party thereto or any beneficiary thereof, or out of any
     obligation at any time owing to any of the COAF Companies; (v) agree that
     its liabilities hereunder shall, except as otherwise expressly provided in
     this Section 4.03, be unconditional and without regard to any setoff,
     counterclaim or the liability of any other Person for the payment hereof;
     (vi) agree that any consent, waiver or forbearance hereunder with respect
     to an event shall operate only for such event and not for any subsequent
     event; (vii) consent to any and all extensions of time that may be granted
     by the Note Insurer with respect to any payment hereunder or other
     provisions hereof and to the release of any security at any time given for
     any payment hereunder, or any part thereof, with or without substitution,
     and to the release of any Person or entity liable for any such payment; and
     (viii) consent to the addition of any and all other makers, endorsers,
     guarantors and other obligors for any payment hereunder, and to the
     acceptance of any and all other security for any payment hereunder, and
     agree that the addition of any such obligors or security shall not affect
     the liability of the parties hereto for any payment hereunder.

          (c)  Nothing herein shall be construed as prohibiting any COAF Company
     from pursuing any rights or remedies it may have against any other Person
     in a separate legal proceeding.

        Section 4.04. Assignments; Reinsurance; Third-party Rights.

          (a)  This Insurance Agreement shall be a continuing obligation of the
     parties hereto and shall be binding upon and inure to the benefit of the
     parties hereto and their respective successors and permitted assigns. No
     COAF Company may assign its rights under this Insurance Agreement, or
     delegate any of its duties hereunder, without the prior written consent of
     the Note Insurer.

                                       31

<PAGE>

          (b)  The Note Insurer shall have the right to give participations in
     its rights under this Insurance Agreement and to enter into contracts of
     reinsurance with respect to the Policies upon such terms and conditions as
     the Note Insurer may in its discretion determine; provided, however, that
     no such participation or reinsurance agreement or arrangement shall relieve
     the Note Insurer of any of its obligations hereunder or under the Policies.

          (c)  In addition, the Note Insurer shall be entitled to assign or
     pledge to any bank or other lender providing liquidity or credit with
     respect to the Transaction or the obligations of the Note Insurer in
     connection therewith any rights of the Note Insurer under the Transaction
     Documents or with respect to any real or personal property or other
     interests pledged to the Note Insurer, or in which the Note Insurer has a
     security interest, in connection with the Transaction.

          (d)  Except as provided herein with respect to participants and
     reinsurers, nothing in this Insurance Agreement shall confer any right,
     remedy or claim, express or implied, upon any Person, including,
     particularly, any Owner, other than the Note Insurer against any COAF
     Company, and all the terms, covenants, conditions, promises and agreements
     contained herein shall be for the sole and exclusive benefit of the parties
     hereto and their successors and permitted assigns. Neither the Indenture
     Trustee, the Issuer nor any Owner shall have any right to payment from any
     Premiums paid or payable hereunder or under the Indenture or from any other
     amounts paid by any COAF Company pursuant to Section 3.02, 3.03 or 3.04
     hereof.

        Section 4.05. Liability of the Note Insurer. Neither the Note Insurer
nor any of its officers, directors or employees shall be liable or responsible
for (a) the use that may be made of the Policies by the Indenture Trustee, or
the Swap Provider, as applicable, or for any acts or omissions of the Indenture
Trustee in connection therewith; or (b) the validity, sufficiency, accuracy or
genuineness of documents delivered to the Note Insurer in connection with any
claim under the Policies, or of any signatures thereon, even if such documents
or signatures should in fact prove to be in any or all respects invalid,
insufficient, fraudulent or forged (unless the Note Insurer shall have actual
knowledge thereof). In furtherance and not in limitation of the foregoing, the
Note Insurer may accept documents that appear on their face to be in order,
without responsibility for further investigation.

        Section 4.06. No Proceedings. So long as this Insurance Agreement is in
effect, and for one year and one day following its termination, each party
hereto agrees that it will not file any involuntary petition or otherwise
institute any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceeding or other proceedings under any federal or state bankruptcy or similar
law against the Seller or the Issuer. The parties hereto agree that this Section
4.06 shall survive termination of this Insurance Agreement.

        Section 4.07. Parties To Join in Enforcement Action.

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<PAGE>

       (a) To the extent necessary to enforce any right of the Note Insurer in
or remedy of the Note Insurer under any Receivable or related asset, the
Indenture Trustee, the Issuer and each COAF Company agree to join in any action
initiated by the Indenture Trustee or the Note Insurer for the protection of
such right or exercise of such remedy.

       (b) In the event of any court proceeding (x) with respect to which a COAF
Company is a party (including, without limitation, an insolvency or bankruptcy
proceeding in respect of any COAF Company) which affects the Trust Property, the
Policies or the obligations of the Note Insurer under the Transaction Documents,
and (y) with respect to which such COAF Company fails to defend or answer, the
Note Insurer shall have the right to direct, assume or otherwise participate in
the defense thereof. In such event, the Note Insurer shall, following written
notice to the Indenture Trustee, have the exclusive-right to determine, in its
sole discretion, the actions necessary to preserve and protect the Trust
Property. All costs and expenses of the Note Insurer in connection with such
action, proceeding or investigation, (including, without limitation, any
judgment or settlement entered into or paid by the Note Insurer), shall be
included in the Reimbursement Obligations.

       (c) The Indenture Trustee shall cooperate with, and take such action as
directed by, the Note Insurer, including (without limitation) entering into such
agreements and settlements as the Note Insurer in its sole discretion shall
direct with respect to such court proceeding. The Indenture Trustee shall not be
liable to the Note Insurer for any such action that conforms to the direction of
the Note Insurer. The Indenture Trustee's reasonable out-of-pocket costs and
expenses (including attorneys' fees and expenses) with respect to any such
action shall be reimbursed pursuant to Section 5.05 of the Indenture; provided,
however, that if such costs and expenses are not so reimbursed on the Payment
Date immediately following the date incurred, then the Note Insurer shall
reimburse the Indenture Trustee for such costs and expenses within 60 days of
such nonpayment.

       (d) The Indenture Trustee hereby agrees to provide to the Note Insurer
prompt written notice of any action, proceeding or investigation that names the
Owner Trustee or the Issuer as a party or that could adversely affect the Trust
Property or the rights or obligations of the Note Insurer hereunder or under the
Policies or the other Transaction Documents, including (without limitation) any
insolvency or bankruptcy proceeding in respect of the Servicer, the Transferor,
the Depositor or any affiliate thereof.

       (e) Notwithstanding anything contained herein or in any of the other
Transaction Documents to the contrary, the Indenture Trustee shall not, without
the Note Insurer's prior written consent or unless directed by the Note Insurer,
undertake or join any litigation or agree to any settlement of any action,
proceeding or investigation affecting the Owner Trustee, the Issuer or the Trust
Property or the rights or obligations of the Note Insurer hereunder or under the
Policies or the other Transaction Documents.

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<PAGE>

                                       V
                               DEFAULTS; REMEDIES

              Section 5.01. Defaults. The occurrence of any of the following
events shall constitute an Event of Default hereunder:

              (a) An Insurance Agreement Event of Default shall occur and be
       continuing;

              (b) (i) Any COAF Company shall fail to pay when due any amount
       payable by such COAF Company hereunder or (ii) a legislative body has
       enacted any law that declares or a court of competent jurisdiction shall
       find or rule that any of the Transaction Documents are not valid and
       binding on any COAF Company;

              (c) A decree or order of a court or agency or supervisory
       authority having jurisdiction in the premises in an involuntary case
       under any present or future federal or state bankruptcy, insolvency or
       similar law or the appointment of a conservator or receiver or liquidator
       or other similar official in any insolvency, readjustment of debt,
       marshalling of assets and liabilities or similar proceedings, or for the
       winding-up or liquidation of its affairs, shall have been entered against
       any COAF Company and such decree or order shall have remained in force
       undischarged or unstayed for a period of 90 consecutive days;

              (d) Any COAF Company shall consent to the appointment of a
       conservator or receiver or liquidator or other similar official in any
       insolvency, readjustment of debt, marshalling of assets and liabilities
       or similar proceedings of or relating to any COAF Company or of or
       relating to all or substantially all of the property of any of them; or

              (e) Any COAF Company shall admit in writing its inability to pay
       its debts generally as they become due, file a petition to take advantage
       of or otherwise voluntarily commence a case or proceeding under any
       applicable bankruptcy, insolvency, reorganization or other similar
       statute, make an assignment for the benefit of its creditors or
       voluntarily suspend payment of its obligations.

              Section 5.02. Remedies; No Remedy Exclusive.

              (a) Upon the occurrence of an Event of Default, the Note Insurer
       may exercise any one or more of the rights and remedies set forth below:

                  (i) declare all indebtedness of every type or description then
              owed by any COAF Company to the Note Insurer pursuant to the
              Transaction Documents to be immediately due and payable, and the
              same shall thereupon be immediately due and payable provided,
              however, that any such payment by the Seller or the Issuer shall
              be paid in accordance

                                       34

<PAGE>

              with Section 5.05(c) of the Indenture and, to the extent
              additional funds are available, as set forth in Section 14.20 of
              the Indenture;

                  (ii) exercise any rights and remedies under the Transaction
              Documents in accordance with the terms of the Transaction
              Documents or direct the Indenture Trustee to exercise such
              remedies in accordance with the terms of the Transaction
              Documents; or

                  (iii) take whatever action at law or in equity as may appear
              necessary or desirable in its judgment to collect the amounts then
              due under this Insurance Agreement or the Transaction Documents or
              to enforce performance and observance of any obligation, agreement
              or covenant of any COAF Company under this Insurance Agreement or
              the Transaction Documents.

              (b) Unless otherwise expressly provided, no remedy herein
       conferred upon or reserved is intended to be exclusive of any other
       available remedy, but each remedy shall be cumulative and shall be in
       addition to other remedies given under this Insurance Agreement, the
       Transaction Documents or existing at law or in equity. No delay or
       omission to exercise any right or power accruing under this Insurance
       Agreement or the Transaction Documents upon the happening of any event
       set forth in Section 5.01 hereof shall impair any such right or power or
       shall be construed to be a waiver thereof, but any such right and power
       may be exercised from time to time and as often as may be deemed
       expedient. In order to entitle the Note Insurer to exercise any remedy
       reserved to the Note Insurer in this Article, it shall not be necessary
       to give any notice, other than such notice as may be required in this
       Article.

              (c) Each party to this Insurance Agreement hereby agrees that, in
       addition to any other rights or remedies existing in its favor, it shall
       be entitled to specific performance and/or injunctive relief in order to
       enforce any of its rights or any obligation owed to it under the
       Transaction Documents.

              Section 5.03. Waivers.

              (a) No failure by the Note Insurer to exercise, and no delay by
       the Note Insurer in exercising, any right hereunder shall operate as a
       waiver thereof. The exercise by the Note Insurer of any right hereunder
       shall not preclude the exercise of any other right, and the remedies
       provided herein to the Note Insurer are declared in every case to be
       cumulative and not exclusive of any remedies provided by law or equity.

              (b) The Note Insurer shall have the right, to be exercised in its
       complete discretion, to waive any Event of Default hereunder, by a
       writing setting forth the terms, conditions and extent of such waiver
       signed by the Note Insurer and delivered to the Servicer. Unless such
       writing expressly provides to the contrary, any waiver so granted shall
       extend only to the specific event or

                                       35

<PAGE>

       occurrence which gave rise to the Event of Default so waived and not to
       any other similar event or occurrence which occurs subsequent to the date
       of such waiver.

                                       VI

                                  MISCELLANEOUS

              Section 6.01. Amendments, Etc. This Insurance Agreement may be
       amended, modified or terminated only by written instrument or written
       instruments signed by the parties hereto. The Servicer agrees to promptly
       provide a copy of any amendment to this Insurance Agreement to the
       Indenture Trustee and the Rating Agencies. No act or course of dealing
       shall be deemed to constitute an amendment, modification or termination
       hereof.

              Section 6.02. Notices. All demands, notices and other
       communications to be given hereunder shall be in writing (except as
       otherwise specifically provided herein) and shall be mailed by registered
       mail or personally delivered or telecopied to the recipient as follows:

              (a)    To the Note Insurer:

                     Ambac Assurance Corporation
                     One State Street Plaza
                     New York, New York 10004
                     Attention:    Structured Finance Department- ABS
                     Facsimile:    (212) 208-3547
                     Confirmation: (212) 668-0340
                     Michael Babick
                     Vice President
                     Telephone: (212) 208-3407
                     Facsimile: (212) 363-1459

              (b)    To the Servicer:

                     Capital One Auto Finance, Inc.
                     1680 Capital One Drive
                     McLean, Virginia 22102
                     Attention: Director of Securitization
                     Facsimile: (703) 720-2121
                     Confirmation: (703)-720-1000

                     With a copy to Legal Department
                     Facsimile: (703) 720-2121
                     Confirmation: (703) 875-1000

                                       36

<PAGE>

              (c)    To the Transferor:

                     Capital One Auto Finance, Inc.
                     1680 Capital One Drive
                     McLean, Virginia 22102
                     Attention: Director of Securitization
                     Facsimile: (703) 720-2121
                     Confirmation: (703)-720-1000

                     With a copy to Legal Department
                     Facsimile: (703) 720-2121
                     Confirmation: (703)-720-1000

              (d)    To the Seller:

                     Capital One Auto Receivables, LLC
                     1680 Capital One Drive
                     McLean, Virginia 22102
                     Attention: Director of Securitization
                     Facsimile: (703) 720-2121
                     Confirmation: (703)-720-1000

                     With a copy to Legal Department
                     Facsimile: (703) 720-2121
                     Confirmation: (703)-720-1000

              (e)    To the Indenture Trustee:

                     JPMorgan Chase Bank
                     4 New York Plaza, 6th Floor
                     New York, New York 10004-2413
                     Attention:  Institutional Trust Services-Capital One
                     Auto Finance 2003-A
                     Facsimile: (212) 623-5932
                     Confirmation: (212) 623-5379

              (f)    To the Issuer:

                     Capital One Auto Finance Trust 2003-A
                     c/o Wilmington Trust Company
                     Rodney Square North
                     North Market Street
                     Wilmington, DE 19890
                     Attention: Corporate Trust Administration-Capital
                                One Auto Finance Trust 2003-A
                     Facsimile: (302) 651-8653
                     Confirmation: (302) 651-8882

                                       37

<PAGE>

                  (g) To the Representative of the Underwriters:

                      Deutsche Bank Securities Inc.
                      M/S NYC60-1900
                      60 Wall Street, 19th Floor
                      New York, NY  10005
                      Attention:  Structured Products Group
                      Facsimile:  ________________
                      Confirmation:  _____________

                  A party may specify an additional or different address or
addresses by writing mailed or delivered to the other parties as aforesaid. All
such notices and other communications shall be effective upon receipt.

                Section 6.03. Severability. In the event that any provision of
this Insurance Agreement shall be held invalid or unenforceable by any court of
competent jurisdiction, the parties hereto agree that such holding shall not
invalidate or render unenforceable any other provision hereof. The parties
hereto further agree that the holding by any court of competent jurisdiction
that any remedy pursued by any party hereto is unavailable or unenforceable
shall not affect in any way the ability of such party to pursue any other remedy
available to it.

                Section 6.04. Governing Law. This Insurance Agreement shall be
governed by and construed in accordance with the laws of the State of New York.

                Section 6.05. Consent to Jurisdiction.

                  (a) The parties hereto hereby irrevocably submit to the
        jurisdiction of the United States District Court for the Southern
        District of New York and any court in the State of New York located in
        the City and County of New York, and any appellate court from any
        thereof, in any action, suit or proceeding brought against it and to or
        in connection with any of the Transaction Documents or the transactions
        contemplated thereunder or for recognition or enforcement of any
        judgment, and the parties hereto hereby irrevocably and unconditionally
        agree that all claims in respect of any such action or proceeding may be
        heard or determined in such New York state court or, to the extent
        permitted by taw, in such federal court. The parties hereto agree that a
        final judgment in any such action, suit or proceeding shall be
        conclusive and may be enforced in other jurisdictions by suit on the
        judgment or in any other manner provided by law. To the extent permitted
        by applicable law, the parties hereto hereby waive and agree not to
        assert by way of motion, as a defense or otherwise in any such suit,
        action or proceeding, any claim that it is not personally subject to the
        jurisdiction of such courts, that the suit, action or proceeding is
        brought in an inconvenient forum, that the venue of the suit, action or
        proceeding is improper or that the related documents or the subject
        matter thereof may not be litigated in or by such courts.

                                       38

<PAGE>

                  (b) To the extent permitted by applicable law, the parties
        hereto shall not seek and hereby waive the right to any review of the
        judgment of any such court by any court of any other nation or
        jurisdiction which may be called upon to grant an enforcement of such
        judgment.

                  (c) Nothing contained in this Insurance Agreement shall limit
        or affect the Note Insurer's right to serve process in any other manner
        permitted by law or to start legal proceedings relating to any of the
        Transaction Documents against any COAF Company or its or their property
        in the courts of any jurisdiction.

                Section 6.06. Consent of the Note Insurer. In the event that the
consent of the Note Insurer is required under any of the Transaction Documents,
the determination whether to grant or withhold such consent shall be made by the
Note Insurer in its sole discretion without any implied duty towards any other
Person, except as otherwise expressly provided therein.

                Section 6.07. Counterparts. This Insurance Agreement may be
executed in counterparts by the parties hereto, and all such counterparts shall
constitute one and the same instrument.

                Section 6.08. Headings. The headings of Articles and Sections
and the Table of Contents contained in this Insurance Agreement are provided for
convenience only. They form no part of this Insurance Agreement and shall not
affect its construction or interpretation. Unless otherwise indicated, all
references to Articles and Sections in this Insurance Agreement refer to the
corresponding Articles and Sections of this Insurance Agreement.

                Section 6.09. Trial by Jury Waived. Each party hereto hereby
waives, to the fullest extent permitted by law, any right to a trial by jury in
respect of any litigation arising directly or indirectly out of, under or in
connection with any of the Transaction Documents or any of the transactions
contemplated thereunder. Each party hereto (a) certifies that no representative,
agent or attorney of any party hereto has represented, expressly or otherwise,
that it would not, in the event of litigation, seek to enforce the foregoing
waiver and (b) acknowledges that it has been induced to enter into the
Transaction Documents to which it is a party by, among other things, this
waiver.

                Section 6.10. Limited Liability. No recourse under any
Transaction Document shall be had against, and no personal liability shall
attach to, any officer, employee, director, affiliate or shareholder of any
party hereto, as such, by the enforcement of any assessment or by any legal or
equitable proceeding, by virtue of any statute or otherwise in respect of any of
the Transaction Documents, the Notes or the Policies, it being expressly agreed
and understood that each Transaction Document is solely a corporate obligation
of each party hereto, and that any and all personal liability, either at common
law or in equity, or by statute or constitution, of every such officer,
employee, director, affiliate or shareholder for breaches by any party hereto of
any obligations under any Transaction Document is hereby expressly waived as a
condition of and in consideration for the execution and delivery of this
Insurance Agreement.

                                       39

<PAGE>

                Section 6.11. Entire Agreement. This Insurance Agreement and the
Policies set forth the entire agreement between the parties with respect to the
subject matter thereof, and this Insurance Agreement supersedes and replaces any
agreement or understanding that may have existed between the parties prior to
the date hereof in respect of such subject matter.

                Section 6.12. Limitation of Liability. It is expressly
understood and agreed by and among the parties hereto (i) that this Insurance
Agreement is executed and delivered by Wilmington Trust Company, not in its
individual capacity but solely as Owner Trustee under the Amended and Restated
Trust Agreement dated as of June 3, 2003 with Capital One Auto Receivables, LLC
(the "Trust Agreement") in the exercise of the power and authority conferred and
vested in it as such Owner Trustee, (ii) each of the representations,
undertakings and agreements made herein by the Issuer are not personal
representations, undertakings and agreements of Wilmington Trust Company, but
are binding only on the Issuer, (iii) nothing contained herein shall be
construed as creating any liability on Wilmington Trust Company, individual or
personally, to perform any covenant of the Issuer either expressed or implied
contained herein, all such liability, if any, being expressly waived by the
parties hereto and by any person claiming by, through or under any such party,
and (iv) under no circumstances shall Wilmington Trust Company be personally
liable for the payment of any indebtedness or expense of the Issuer or be liable
for the breach or failure of any obligation, representation, warranty or
covenant made or undertaken by the Issuer under this Insurance Agreement.

      [Remainder of page intentionally left blank; signature page follows]

                                       40

<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have executed this
Insurance Agreement, all as of the day and year first above mentioned.

                                 AMBAC ASSURANCE CORPORATION,
                                 as Note Insurer

                                 By Michael Babick
                                    --------------------------------------------
                                 Name:  Michael Babick
                                 Title: First Vice President

                                 CAPITAL ONE AUTO FINANCE, INC.,
                                 as Servicer and Transferor


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


                                 CAPITAL ONE AUTO RECEIVABLES, LLC, as Seller


                                 By: Albert A. Ciafre
                                     -------------------------------------------
                                 Name:  Albert A. Ciafre
                                 Title: Assistant Vice President


                                 CAPITAL ONE AUTO FINANCE TRUST 2003-A

                                 By: WILMINGTON TRUST COMPANY, not in its
                                     individual capacity but solely in its
                                     capacity as Owner Trustee

                                 By: Anita E. Dallago
                                     -------------------------------------------
                                     Name:  Anita E. Dallago
                                     Title: Senior Financial Services Officer


Capital One Auto Finance Trust 2003-A
Insurance Agreement Signature Page

<PAGE>

                                 JP MORGAN CHASE BANK,
                                 as Indenture Trustee


                                 By: Patricia M.F. Russo
                                     ---------------------------------------
                                 Name:  Patricia M.F. Russo
                                 Title: Vice President


Capital One Auto Finance Trust 2003-A
Insurance Agreement Signature Page