The Class A-3-B Swap Transaction Confirmation dated as of October 11, 2007



 Exhibit 10.8 
 SWAP TRANSACTION CONFIRMATION 
  

			
	Date:	  	October 11, 2007
		
	To:	  	 Capital One Auto Finance Trust 2007-C (“Counterparty”)
 c/o Wilmington Trust Company, as Owner Trustee
 1100 North Market Street
 Wilmington, DE 19890-0001
 Attention: Jeanne Oller
 Telephone: (302) 636-6188
 Facsimile: (302) 636-4140
  
 With a copy to:
 Capital One Auto Finance, Inc.
 1680 Capital One Drive
 McLean, Virginia 22102
 Attention: Director of Securitization
 Telephone: (703) 720-1000
 Facsimile: (703) 720-2121

		
	From:	  	Barclays Bank PLC (“Barclays”)
		
	External ID:	  	1987679B/1988604B

 Dear Sir: 
 The
purpose of this letter (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between us on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a
“Confirmation” as referred to in the ISDA Master Agreement specified below. 
 1. The definitions and provisions contained in (i) the 2000
ISDA Definitions (the “ISDA Definitions”), as published by the International Swaps and Derivatives Association, Inc., and (ii) the Indenture dated as of October 11, 2007 (the “Indenture”) between Counterparty and
Deutsche Bank Trust Company Americas, as Indenture Trustee relating to the issuance by Counterparty of certain debt obligations, are incorporated into this Confirmation. In the event of any inconsistency between the ISDA Definitions and this
Confirmation, this Confirmation will govern. In the event of any inconsistency between the ISDA Definitions and the Indenture, the Indenture will govern. References herein to a “Transaction” shall be deemed to be references to a “Swap
Transaction” for purposes of the ISDA Definitions. Capitalized terms used but not defined herein have the meanings ascribed to them in the Indenture. 
  


					
		  		  	 Trust Swap Confirmation
 Class A-3-B Notes










 2. The terms of the particular Transaction to which the Confirmation relates are as follows: 
  

			
	Transaction Type:	  	Interest Rate Swap
		
	Currency for Payments:	  	U.S. Dollars
		
	Notional Amount:	  	For the initial Calculation Period, the Notional Amount shall be equal to USD 192,000,000. For each subsequent Calculation Period, the Notional Amount shall be equal to the Note Balance of the
Class A-3-B Notes on the first day of such Calculation Period. With respect to any Payment Date, the Note Balance of the Class A-3-B Notes will be determined using the Servicer’s Certificate for the related Determination Date (giving effect to
any reductions of the Note Balance of the Class A-3-B Notes reflected in such Servicer’s Certificate).
		
	Calculation Periods:	  	For each Payment Date, the period from and including the immediately preceding Payment Date to, but excluding, such Payment Date (without regard to any Business Day adjustment in respect of
Payment Dates, in the case of Fixed Rate Calculation Periods), during the Term of this Transaction, except that (a) the initial Calculation Period will commence on, and include, the Effective Date, and (b) the final Calculation Period will end
on, but exclude, the Termination Date (without regard to any Business Day adjustment in the case of the final Fixed Rate Calculation Period).
		
	Term:	  	
		
	 Trade Date:
	  	October 11, 2007
		
	 Effective Date:
	  	October 11, 2007
		
	 Termination Date:
	  	The earlier of (i) the April 2012 Payment Date and (ii) the date on which the Note Balance of the Class A-3-B Notes is reduced to zero.
		
	Fixed Amounts:	  	
		
	 Fixed Rate Payer:
	  	Counterparty
		
	 Period End Dates:
	  	Monthly on the 15th of each month, commencing November 15, 2007, through and including the
Termination Date; No adjustment.
		
	 Payment Dates:
	  	Monthly on the 15th of each month, commencing November 15, 2007, through and including the
Termination Date.

  


					
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 Class A-3-B Notes











			
		
	 Business Day Convention:
	  	Following
		
	 Business Day:
	  	New York
		
	 Fixed Rate:
	  	4.6225%
		
	 Fixed Rate Day Count Fraction:
	  	30/360
		
	Floating Amounts:	  	
		
	 Floating Rate Payer:
	  	Barclays
		
	 Period End Dates:
	  	Monthly on the 15th of each month, commencing November 15, 2007, through and including the
Termination Date, subject to adjustment in accordance with the Following Business Day Convention.
		
	 Payment Dates:
	  	Monthly on the 15th of each month, commencing November 15, 2007, through and including the
Termination Date.
		
	 Business Day Convention:
	  	Following
		
	 Business Day:
	  	New York
		
	 Floating Rate Option:
	  	USD-LIBOR-BBA
		
	 Designated Maturity:
	  	1 Month, except in respect of the initial Calculation Period in respect of which Linear Interpolation shall apply based upon a Designated Maturity of 1 month and a Designated Maturity of 2
months.
		
	 Spread:
	  	Plus 0 basis points.
		
	 Floating Rate Day Count Fraction:
	  	Actual/360
		
	 Reset Dates:
	  	The first day of each Calculation Period.
		
	 Compounding:
	  	Inapplicable
		
	 Payments of Floating Amounts:
	  	Barclays agrees that it will use commercially reasonable efforts to make any Floating Amount payments by 12:00 pm (New York City time) on any relevant Floating Amount Payment Date,
provided, however, Counterparty agrees that any failure by Barclays to make any such payment by 12:00 pm (New York City time) on any relevant Floating Amount Payment Date shall not constitute an Event of Default under the Agreement unless and
until Barclays fails to make such payment and such failure constitutes an Event of Default under the Agreement.

  


					
		  	Page 3 of 5	  	 Trust Swap Confirmation
 Class A-3-B Notes










 3. The additional provisions of this Confirmation are as follows: 
  

			
		
	Calculation Agent:	  	Barclays
		
	Payments to Barclays:	  	 Correspondent: BARCLAYS BANK PLC NEW YORK
 FEED:
026002574
 Beneficiary: BARCLAYS SWAPS
 Beneficiary Account:
050-01922-8

		
	Payments to Counterparty:	  	 Deutsche Bank Trust Company Americas
 ABA: 021-001-033

 A/C: 01419647-CTAS
 Ref: CTOL 61643 COLL ACCOUNT
  
 Attn: Jhasmin Khan


 4. Documentation 
 This Confirmation supplements, forms a part of, and is subject to, the 1992 ISDA Master Agreement dated as of October 11, 2007 (including the Schedule thereto) as amended and supplemented from time to time (the “Agreement”)
between you and us. All provisions contained in the Agreement govern this Confirmation except as expressly modified herein. Unless otherwise provided in the Agreement, this Confirmation is governed by the laws of the State of New York. 

5. Calculation of Market Quotation or Loss following a designation of an Early Termination Date: 
 Upon designation of an Early Termination Date with respect to this Transaction, the relevant party in calculating the Market Quotation or Loss, as appropriate, for this Transaction shall take into account the
anticipated amortization of the Note Balance of the Class A-3-B Notes for all Calculation Periods that would otherwise have ended on Payment Dates that would otherwise have fallen after such Early Termination Date. 
  


					
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 Class A-3-B Notes










 Please confirm that the foregoing correctly sets forth the terms of our agreement by executing a copy of this
Confirmation and returning it to us. 
  

			
	Very truly yours,
	
	BARCLAYS BANK PLC
		
	By:	 	/s/ Gary Brink
	Name:	 	Gary Brink
	Title:	 	Manager – Global Transaction Documentation and Management


 Accepted and confirmed as of the date first above written: 
  

			
	CAPITAL ONE AUTO FINANCE TRUST 2007-C
		
	By:	 	WILMINGTON TRUST COMPANY, not in its individual capacity but solely in its capacity as Owner Trustee
		
	By:	 	/s/ J. Christopher Murphy
	Name:	 	J. Christopher Murphy
	Title:	 	Financial Services Officer

  


					
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 Class A-3-B Notes