payment of the Notes. The provisions of Section 8 and Section 9 of this Agreement shall survive the termination or cancellation of this Agreement and will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of the Underwriters, the Seller or the Bank or any of their respective officers or directors or any controlling person.
Section 11. Notices. All communications hereunder shall be in writing and effective only on receipt, and, if to the Representatives or the Underwriters, will be mailed or delivered to the address for the Representatives set forth on the first page hereof, and (a) if to the Seller, will be mailed or delivered to Capital One Auto Receivables, LLC, 1600 Capital One Drive, Room 27907B, McLean, Virginia 22102, Attention: Assistant Vice President, with a copy to Capital One, National Association, 1680 Capital One Drive, McLean, Virginia 22102, Attention: Chief Counsel, CAST or (b) if to the Bank, will be mailed or delivered to Capital One, National Association, 1680 Capital One Drive, McLean, Virginia 22102, Attention: Vice President, Treasury Capital Markets, with a copy to Capital One, National Association, 1680 Capital One Drive, McLean, Virginia 22102, Attention: Chief Counsel, CAST.
Section 12. Applicable Law and Consent to Jurisdiction; Entire Agreement.
(a) This Agreement will be governed by and construed in accordance with the law of the State of New York. This Agreement supersedes all prior agreements and understandings relating to the subject matter hereof.
(b) EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK COUNTY, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY SUCH PERSON PURSUANT TO THIS AGREEMENT AND EACH PARTY HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM.
(c) Each party to this Agreement hereby irrevocably and unconditionally waives all right of trial by jury in any action, proceeding or counterclaim based on, or arising out of, under or in connection with this Agreement or any matter arising hereunder or thereunder.
Section 13. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers, directors and controlling persons referred to in Section 9 hereof, and their successors and assigns, and no other person will have any right or obligation hereunder.
Section 14. Waivers; Headings. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against whom enforcement of the change, waiver, discharge or termination is sought. The headings in this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.