Material Agreement Form 8 K

Capital One, National Association ("CONA") and Capital One Auto Receivables, LLC ("COAR") entered into a Purchase Agreement (the "Purchase Agreement"), dated as of November 26, 2024 (the "Closing Date"), pursuant to which CONA transferred to COAR certain motor vehicle retail installment sales contracts relating to certain new and used automobiles, light-duty trucks, SUVs and vans (the "Receivables") and related property. Capital One Prime Auto Receivables Trust 2024-1 (the "Issuer"), a Delaware statutory trust, was established by a Trust Agreement, dated as of September 25, 2024, which was amended and restated by an Amended and Restated Trust Agreement, dated as of the Closing Date (the "Amended and Restated Trust Agreement") by and between COAR and BNY Mellon Trust of Delaware, as owner trustee, and acknowledged and agreed to by Wilmington Trust, National Association, as certificate registrar and certificate paying agent. On the Closing Date, the Issuer entered into a Sale Agreement, dated as of the Closing Date (the "Sale Agreement"), with COAR, as seller, pursuant to which the Receivables and related property were transferred to the Issuer. On the Closing Date, the Issuer entered into a Servicing Agreement, dated as of the Closing Date (the "Servicing Agreement"), with CONA, as servicer, and Wilmington Trust, National Association, as indenture trustee (the "Indenture Trustee"), pursuant to which CONA agreed to act as servicer for the Receivables. On the Closing Date, the Issuer, CONA, as sponsor and servicer, and Clayton Fixed Income Services LLC, as asset representations reviewer, entered into an Asset Representations Review Agreement, dated as of the Closing Date (the "Asset Representations Review Agreement"), relating to the review of certain representations relating to the Receivables after satisfaction of certain conditions. Also, on the Closing Date, the Issuer entered into an Indenture, dated as of the Closing Date (the "Indenture"), by and between the Issuer and the Indenture Trustee. Pursuant to the Indenture, the Issuer caused the issuance of the following notes: the Class A-1 4.622% Auto Loan Asset Backed Notes, the Class A-2a 4.61% Auto Loan Asset Backed Notes, the Class A-2b SOFR Rate + 0.32% Auto Loan Asset Backed Notes, the Class A-3 4.62% Auto Loan Asset Backed Notes, the Class A-4 4.66% Auto Loan Asset Backed Notes, the Class B 4.89% Auto Loan Asset Backed Notes, the Class C 5.09% Auto Loan Asset Backed Notes and the Class D 5.43% Auto Loan Asset Backed Notes (collectively, the "Notes"). Also pursuant to the Indenture, the Issuer granted a security interest in the Receivables and other related property to secure the Notes. Also on the Closing Date, the Issuer, CONA, as administrator, and the Indenture Trustee entered into an Administration Agreement, dated as of the Closing Date (the "Administration Agreement"), relating to the provision by CONA of certain administration services on behalf of the Issuer. $299,060,000 of the Class A-2a Auto Loan Asset Backed Notes, $74,860,000 of the Class A-2b Auto Loan Asset Backed Notes, $373,920,000 of the Class A-3 Auto Loan Asset Backed Notes and $62,160,000 of the Class A-4 Auto Loan Asset Backed Notes (collectively, the "Publicly Registered Notes") were sold to J.P. Morgan Securities LLC, BofA Securities, Inc., Wells Fargo Securities, LLC, Academy Securities, Inc., CastleOak Securities, L.P., R. Seelaus & Co., LLC and Siebert Williams Shank & Co., LLC (together, the "Underwriters") pursuant to an Underwriting Agreement dated November 19, 2024, by and among CONA, COAR and J.P. Morgan Securities LLC, BofA Securities, Inc. and Wells Fargo Securities, LLC, each on behalf of itself and as representative of the Underwriters. The Publicly Registered Notes have been registered pursuant to the Securities Act of 1933, as amended (the "Act"), under a Registration Statement on Form SF-3 (Commission File No. 333-260710).

Attached as Exhibit 4.1 is the Indenture, as Exhibit 10.1 is the Purchase Agreement, as Exhibit 10.2 is the Asset Representations Review Agreement, as Exhibit 10.3 is the Sale Agreement, as Exhibit 10.4 is the Servicing Agreement, as Exhibit 10.5 is the Second Amended and Restated Trust Agreement and as Exhibit 10.6 is the Administration Agreement.