THIS CERTIFIES THAT is the registered owner of a % nonassessable, fully-paid, Percentage Interest in CAPITAL ONE PRIME AUTO RECEIVABLES TRUST 2019-2, a Delaware statutory trust (the Issuer) formed by CAPITAL ONE AUTO RECEIVABLES, LLC, a Delaware limited liability company, as depositor (the Depositor).
The Issuer was created pursuant to a Trust Agreement dated as of August 7, 2019 (as amended and restated as of September 18, 2019, the Trust Agreement), between the Depositor, and BNY Mellon Trust of Delaware, as owner trustee (the Owner Trustee), a summary of certain of the pertinent provisions of which is set forth below. To the extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in Appendix A to the Sale Agreement, dated as of September 18, 2019, between the Depositor and the Issuer, as the same may be amended or supplemented from time to time.
This Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. The provisions and conditions of the Trust Agreement are hereby incorporated by reference as though set forth in their entirety herein.
The Holder of this Certificate acknowledges and agrees that its rights to receive distributions in respect of this Certificate are subordinated to the rights of the Noteholders as described in the Indenture and the Trust Agreement, as applicable.
THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
By accepting this Certificate, the Certificateholder hereby covenants and agrees that prior to the date which is one year and one day after payment in full of all obligations of each Bankruptcy Remote Party in respect of all securities issued by the Bankruptcy Remote Parties such Person shall not commence, join or institute against, with any other Person, any proceeding against such Bankruptcy Remote Party under any bankruptcy, reorganization, liquidation or insolvency law or statute now or hereafter in effect in any jurisdiction.
By accepting and holding this Certificate (or any interest herein), the holder hereof, and any fiduciary acting on behalf of a holder, shall be deemed to have represented and warranted that it is not acquiring this Certificate (or any interest herein) on behalf of or with any assets of, (i) an employee benefit plan as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (ERISA), which is subject to Title I of ERISA, (ii) a plan as described by Section 4975(e)(1) of the U.S. Internal Revenue Code of 1986, as amended (the Code), which is subject to Section 4975 of the Code, (iii) any entity deemed to hold the plan
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COPAR 2019-2 Amended and Restated