The Class A-3-B Swap Transaction Confirmation dated as of August 4, 2006



 Exhibit 10.7 
 SWAP TRANSACTION CONFIRMATION 
  

			
	 Date:
	  	August 4, 2006
		
	 To:
	  	 Capital One Auto Finance Trust 2006-B (“Counterparty”)
 c/o Wilmington Trust Company, as Owner Trustee
 Rodney Square North
 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:
	  	 Deutsche Bank AG, New York Branch (“Deutsche Bank”)

		
	 Ref. No.
	  	 N497676N


 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 August 4, 2006 (the “Indenture”)
between Counterparty and JPMorgan Chase Bank, N.A., 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 442,500,000. 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).
		
	 Term:
	  	
	 Trade Date:
	  	July 27, 2006
	 Effective Date:
	  	August 4, 2006
	 Termination Date:
	  	The earlier of (i) the February 2011 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:
 Period End Dates:
	  	 Counterparty
 Monthly on the 15th of each month, commencing September 15, 2006, through and including the Termination Date; No
adjustment.

	 Payment Dates:
	  	Monthly on the 15th of each month, commencing
September 15, 2006, through and including the Termination Date.
		
	 Business Day Convention:
	  	Following
		
	 Business Day:
	  	New York
		
	 Fixed Rate:
	  	5.458
		
	 Fixed Rate Day Count
 Fraction:
	  	30/360
		
	 Floating Amounts:
	  	
		
	 Floating Rate Payer:
	  	Deutsche Bank
	 Period End Dates:
	  	Monthly on the 15th of each month, commencing
September 15, 2006, through and including the Termination Date, subject to adjustment in accordance with the Following Business Day Convention.

  


					
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 Class A-3-B Notes











			
	Payment Dates:	  	Monthly on the 15th of each month, commencing
September 15, 2006, through and including the Termination
		
	Business Day Convention:	  	Date.
		
	Business Day:	  	Following
		
	Floating Rate Option:	  	New York
		
	Designated Maturity:	  	USD-LIBOR-BBA
		  	1 Month, except in respect of the initial Calculation Period in respect of which Linear Interpolation shall apply.
		
	Spread:	  	
		
	Floating Rate Day Count	  	Plus 0 basis points.
		
	Fraction:	  	Actual/360
		
	Reset Dates:	  	The first day of each Calculation Period.
		
	Compounding:	  	Inapplicable
		
	Payments of Floating Amounts:	  	Deutsche Bank 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 Deutsche Bank 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 Deutsche Bank fails to make such payment and such failure constitutes an Event of Default under the Agreement.

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

			
	 Calculation Agent:
	  	Deutsche Bank
		
	 Payments to Deutsche Bank:
	  	 Deutsche Bank AG, New York Branch
 ABA No: 026003780
 Account Name: Deutsche Bank AG, New York Branch
 Account #:
100440170004

		
	 Payments to Counterparty:
	  	 The Chase Manhattan Bank N.A.
 JPMorgan Chase Bank
 4 New York Plaza
 New York, New York 10004
 ABA: 021000021
 Ref: Capital One 2006-B
 Account #507947541
 Attn: Maria Inoa


  


					
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 Class A-3-B Notes










 4. Documentation 
 This Confirmation supplements, forms a part of, and is subject to, the 1992 ISDA Master Agreement dated as of August 4, 2006 (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. Limitation of Liability: 
 Notwithstanding anything contained herein to the contrary, in executing this Confirmation on behalf of Counterparty, Wilmington Trust Company (the “Trustee”), is acting solely in its capacity as owner
trustee of Counterparty and not in its individual capacity, and in no event shall Wilmington Trust Company, in its individual capacity, have any liability for the representations, warranties, covenants, agreements or other obligations of
Counterparty hereunder, for which recourse shall be had solely to the assets of Counterparty, except as otherwise expressly provided in the Trust Agreement. 
 6. 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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 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,

	
	DEUTSCHE BANK AG, NEW YORK BRANCH
		
	 By:
	 	 /s/ Cloris Eng

	 Name:
	 	Cloris Eng
	 Title:
	 	Authorized Signatory
		
	 By:
	 	 /s/ Diane Anderson

	Name:	 	Diane Anderson
	Title:	 	Authorized Signatory


  

			
	Accepted and confirmed as of the date first above written:
	
	CAPITAL ONE AUTO FINANCE TRUST 2006-B
		
	By:	 	WILMINGTON TRUST COMPANY, not in its individual capacity but solely in its capacity as Owner Trustee
		
	By:	 	 /s/ W. Chris Sponenberg

	Name:	 	W. Chris Sponenberg
	Title:	 	Vice President

  


					
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 Class A-3-B Notes