Item 1B. Unresolved Staff Comments.
Not applicable.
Substitute information provided in accordance with General Instruction J to Form 10-K:
Item 1112(b) of Regulation AB. Significant Obligors of Pool Assets (Financial Information).
No single obligor represents 10% or more of the pool assets held by Capital One Prime Auto Receivables Trust 2006-2 (the “Issuing Entity”).
Item 1114(b)(2) of Regulation AB. Credit Enhancement and Other Support, Except for Certain Derivatives Instruments (Information Regarding Significant Enhancement Providers).
Not applicable.
Item 1115(b) of Regulation AB. Certain Derivatives Instruments (Financial Information).
Not applicable.
Item 1117 of Regulation AB. Legal Proceedings.
There are no material legal or governmental proceedings pending against Capital One Auto Finance, Inc. (“COAF”), Capital One Auto Receivables, LLC (the “Depositor”), Capital One, National Association (“CONA”), the Issuing Entity, The Bank of New York, as Indenture Trustee, or Wilmington Trust Company, as Owner Trustee, or of which any property of the foregoing is the subject. COAF and CONA are currently parties to various legal proceedings arising from time to time in the ordinary course of their businesses, some of which purport to be class actions. Based on information currently available, it is the opinion of COAF and CONA that the eventual outcome of any currently pending legal proceeding, individually or in the aggregate, will not have a material adverse effect on their ability to perform their obligations in relation to the receivables. No assurance, however, can be given that the final outcome of these legal proceedings, if unfavorable, either individually or in the aggregate, would not have a material adverse impact on COAF or CONA. Any such unfavorable outcome could adversely affect the ability of COAF or CONA to perform their respective obligations with respect to the receivables and potentially lead to the replacement of COAF with a successor servicer.
PART II
The following items have been omitted in accordance with General Instruction J to Form 10-K:
(A)
Item 5:
Item 5:
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
(B)
Item 6:
Item 6:
Selected Financial Data
(C)
Item 7:
Item 7:
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(D)
Item 7A:
Item 7A:
Quantitative and Qualitative Disclosures about Market Risk
(E)
Item 8:
Item 8:
Financial Statements and Supplementary Data
(F)
Item 9:
Item 9:
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
(G)
Item 9A:
Item 9A:
Controls and Procedures
Item 9B.
Item 9B. Other Information.
None.
PART III
The following items have been omitted in accordance with General Instruction J to Form 10-K:
(A) Item 10:
Item 15. Exhibits And Financial Statement Schedules.
(a)(1) Not Applicable.
(a)(2) Not Applicable.
(a)(3) Not Applicable.
(b) Exhibits.
The exhibits listed below are either included or incorporated by reference as indicated:
Exhibit 3.1
Amended and Restated Limited Liability Company Agreement of the Registrant dated as of July 26, 2001 (incorporated by reference from Exhibit 3.1 filed with Form 8-K of the Registrant, file no. 333-54736, filed on August 6, 2001).**
Exhibit 4.1
Amended and Restated Trust Agreement dated October 12, 2006 between the Registrant and Wilmington Trust Company, in its capacity as owner trustee.*
Exhibit 4.2
Indenture dated October 12, 2006 between the Issuing Entity and The Bank of New York, as the indenture trustee (the “Indenture Trustee”) (including forms of Notes).*
Exhibit 10.1
Purchase Agreement dated October 12, 2006 between the Registrant and COAF.*
Exhibit 10.2
Sale and Servicing Agreement dated October 12, 2006 between the Registrant, the Issuing Entity, and the Indenture Trustee.*
Exhibit 10.3
Administration Agreement dated October 12, 2006 among the Trust, COAF, as the administrator, and the Indenture Trustee.*
Exhibit 31.1
Certification of Capital One Auto Finance, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 33.1
Report on Assessment of Compliance with Servicing Criteria for Asset Backed Securities of Capital One Auto Finance, Inc.
Exhibit 33.2
Report on Assessment of Compliance with SEC Regulation AB Criteria by First Data Resources, Inc. and its affiliate REMITCO LLC.
Exhibit 33.3
Report on Assessment of Compliance with Applicable Servicing Criteria for Asset Backed Securities of FDI Computer Consulting, Inc.
Exhibit 33.4
Report on Assessment of Compliance with Applicable Servicing Criteria for Asset-Backed Securities of The Bank of New York.
Exhibit 34.1
Attestation Report of Independent Registered Public Accounting Firm on Assessment of Compliance with Servicing Criteria for Asset-Backed Securities relating to Capital One Auto Finance, Inc.
Exhibit 34.2
Attestation Report of Independent Registered Public Accounting Firm on Assessment of Compliance with SEC Regulation AB Criteria by First Data Resources, Inc. and its affiliate REMITCO LLC.
Exhibit 34.3
Attestation Report of Independent Registered Public Accounting Firm on Assessment of Compliance with Applicable Servicing Criteria for Asset-Backed Securities relating to FDI Computer Consulting, Inc.
Exhibit 34.4
Attestation Report of Independent Registered Public Accounting Firm on Assessment of Compliance with Applicable Servicing Criteria for Asset-Backed Securities relating to The Bank of New York.
Exhibit 35.1
Servicing Compliance Statement of Capital One Auto Finance, Inc.
Exhibit 35.2
Servicing Compliance Statement of Capital One, National Association.
(c) Not Applicable.
* Incorporated by reference from the Form 8-K of the Registrant and the Issuing Entity filed on October 16, 2006.
** Incorporated by reference from Exhibit 3.1 filed with Form 8-K of the Registrant, file no. 333-54736, on August 6, 2001.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: March 30, 2007
EXHIBIT INDEX
Exhibit
Number
Description
Exhibit 3.1
Amended and Restated Limited Liability Company Agreement of the Registrant dated as of July 26, 2001.**
Exhibit 4.1
Amended and Restated Trust Agreement dated October 12, 2006 between the Registrant and Wilmington Trust Company, in its capacity as owner trustee.*
Exhibit 4.2
Indenture dated October 12, 2006 between the Issuing Entity and The Bank of New York, as the indenture trustee (the “Indenture Trustee”) (including forms of Notes).*
Exhibit 10.1
Purchase Agreement dated October 12, 2006 between the Registrant and COAF.*
Exhibit 10.2
Sale and Servicing Agreement dated October 12, 2006 between the Registrant, the Issuing Entity, and the Indenture Trustee.*
Exhibit 10.3
Administration Agreement dated October 12, 2006 among the Trust, COAF, as the administrator, and the Indenture Trustee.*
Exhibit 31.1
Certification of Capital One Auto Finance, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 33.1
Report on Assessment of Compliance with Servicing Criteria for Asset Backed Securities of Capital One Auto Finance, Inc.
Exhibit 33.2
Report on Assessment of Compliance with SEC Regulation AB Criteria by First Data Resources, Inc. and its affiliate REMITCO LLC.
Exhibit 33.3
Report on Assessment of Compliance with Applicable Servicing Criteria for Asset Backed Securities of FDI Computer Consulting, Inc.
Exhibit 33.4
Report on Assessment of Compliance with Applicable Servicing Criteria for Asset-Backed Securities of The Bank of New York.
Exhibit 34.1
Attestation Report of Independent Registered Public Accounting Firm on Assessment of Compliance with Servicing Criteria for Asset-Backed Securities relating to Capital One Auto Finance, Inc.
Exhibit 34.2
Attestation Report of Independent Registered Public Accounting Firm on Assessment of Compliance with SEC Regulation AB Criteria by First Data Resources, Inc. and its affiliate REMITCO LLC.
Exhibit 34.3
Attestation Report of Independent Registered Public Accounting Firm on Assessment of Compliance with Applicable Servicing Criteria for Asset-Backed Securities relating to FDI Computer Consulting, Inc.
Exhibit 34.4
Attestation Report of Independent Registered Public Accounting Firm on Assessment of Compliance with Applicable Servicing Criteria for Asset-Backed Securities relating to The Bank of New York.
Exhibit 35.1
Servicing Compliance Statement of Capital One Auto Finance, Inc.
Exhibit 35.2
Servicing Compliance Statement of Capital One, National Association.
* Incorporated by reference from the Form 8-K of the Registrant and the Issuing Entity filed on October 16, 2006.
** Incorporated by reference from Exhibit 3.1 filed with Form 8-K of the Registrant, file no. 333-54736, on August 6, 2001.