Filed Pursuant to Rule 424(b)(5)
Registration Nos. 333-226529 and 333-226529-04

PROSPECTUS

 

 

$1,250,000,000

Capital One Prime Auto Receivables Trust 2021-1

Issuing Entity

Central Index Key Number: 0001885053

 

Capital One Auto Receivables, LLC Depositor   Central Index Key Number: 0001133438		Capital One, National Association Sponsor and Servicer   Central Index Key Number: 0000047288

 

Capital One Prime Auto Receivables Trust 2021-1 will issue the following asset-backed notes:

 

			Initial Note Balance(1)				Offered Amount			Interest Rate		Final Scheduled Payment Date		Price to Public(2)			Underwriting Discount				Proceeds to the Depositor
Class A-1 Notes			$278,000,000				$264,100,000			0.13428%		November 15, 2022		100.00000%			0.100%				99.90000%
Class A-2 Notes			$466,200,000				$442,890,000			0.32%		February 18, 2025		99.99050%			0.190%				99.80050%
Class A-3 Notes			$466,200,000				$442,890,000			0.77%		September 15, 2026		99.99811%			0.230%				99.76811%
Class A-4 Notes			$105,390,000				$100,120,000			1.04%		April 15, 2027		99.96553%			0.300%				99.66553%
Class B Notes(3)			$13,565,000				$0			1.29%		April 15, 2027
Class C Notes(3)			$13,564,000				$0			1.43%		May 17, 2027
Class D Notes(3)			$13,564,000				$0			1.68%		March 15, 2028
Total			$1,356,483,000				$1,250,000,000							$1,249,915,043.47		$	2,424,598.00			$	1,247,490,445.47

 

(1)

Not less than 5% of each class of notes will be retained by the sponsor or one or more majority-owned affiliates of the sponsor (which for EU risk retention purposes and UK risk retention purposes will be a wholly-owned special purpose subsidiary of CONA) to satisfy the credit risk retention obligations of the sponsor as described under “The Sponsor—U.S. Credit Risk Retention” and “The Sponsor—Securitization Regulations” in this prospectus.

(2)	Plus accrued interest, if any, from the closing date.

(3)	The Class B notes, the Class C notes and the Class D notes are not being offered hereby and will be retained by the sponsor or another majority-owned affiliate of the sponsor, but will be entitled to certain payments as described herein.

 

•

The notes are payable solely from the assets of the issuing entity, which consist primarily of receivables which are motor vehicle retail installment sale contracts that are secured by new and used automobiles, light-duty trucks, SUVs and vans, and funds on deposit in the reserve account.

•

The issuing entity will pay interest on and principal of the notes on the 15th day of each month, or, if the 15th is not a business day, the next business day, starting on November 15, 2021.

•

Credit enhancement for the notes will consist of (i) a reserve account with an initial deposit of approximately $3,391,209.99, (ii) excess interest on the receivables, (iii) overcollateralization, and (iv) in the case of the Class A notes, Class B notes and Class C notes, the subordination of certain payments to the noteholders of less senior classes of notes.

•

The issuing entity will also issue non-interest bearing certificates representing the equity interest in the issuing entity, which initially will be issued to the depositor and are not being offered hereby.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these notes or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The issuing entity is being structured so as not to constitute a “covered fund” as defined in the regulations implementing Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, commonly known as the “Volcker Rule.”

 

J.P. Morgan		Barclays		BofA Securities

 

Academy Securities		Capital One Securities		Credit Suisse		RBC Capital Markets

The date of this prospectus is October 19, 2021

TABLE OF CONTENTS

Prospectus

 

WHERE TO FIND INFORMATION IN THIS PROSPECTUS			v
REPORTS TO NOTEHOLDERS			vi
NOTICE TO INVESTORS: THE UNITED KINGDOM			vii
NOTICE TO INVESTORS: EUROPEAN ECONOMIC AREA			viii
SUMMARY OF STRUCTURE AND FLOW OF FUNDS			ix
SUMMARY OF TERMS			1
THE PARTIES			1
THE OFFERED NOTES			2
THE CERTIFICATES			2
INTEREST AND PRINCIPAL			2
EVENTS OF DEFAULT			5
ISSUING ENTITY PROPERTY			5
STATISTICAL INFORMATION			6
PRIORITY OF PAYMENTS			7
CREDIT ENHANCEMENT			8
TAX STATUS			9
CERTAIN CONSIDERATIONS FOR ERISA AND OTHER U.S. BENEFIT PLANS			10
MONEY MARKET INVESTMENT			10
FDIC RULE			10
U.S. CREDIT RISK RETENTION			10
SECURITIZATION REGULATIONS			10
CERTAIN VOLCKER RULE CONSIDERATIONS			11
RATINGS			11
REGISTRATION UNDER THE SECURITIES ACT			12
CONFLICTS OF INTEREST			12
SUMMARY OF RISK FACTORS			13
RISK FACTORS			15
USE OF PROCEEDS			31
THE ISSUING ENTITY			31
Limited Purpose and Limited Assets			31
Capitalization and Liabilities of the Issuing Entity			32
The Issuing Entity Property			32
THE TRUSTEES			33
The Owner Trustee			33
Resignation or Removal of the Owner Trustee			34
The Indenture Trustee			34
Role of the Owner Trustee and Indenture Trustee			34
THE DEPOSITOR			35
THE SPONSOR			35
U.S. Credit Risk Retention			36
Securitization Regulations			36
THE ORIGINATOR			38
Underwriting			39
Tangible and Electronic Contracting			40

 

i

THE SERVICER			41
Servicing			42
Customer service			42
Collections			42
Extensions and Modifications			42
Loss Mitigation			43
Physical Damage and Liability Insurance			43
Prior Securitization Transactions			43
THE ASSET REPRESENTATIONS REVIEWER			43
AFFILIATIONS AND CERTAIN RELATIONSHIPS			45
THE RECEIVABLES POOL			45
Exceptions to Underwriting Criteria			45
Criteria Applicable to Selection of Receivables			45
Asset Level Information			47
Pool Stratifications			48
Delinquencies, Repossessions and Net Credit Losses			54
Delinquency Experience Regarding the Pool of Receivables			57
Static Pool Data			58
Review of the Receivables Pool			58
Repurchases and Replacements			59
MATURITY AND PREPAYMENT CONSIDERATIONS			59
THE NOTES			80
General			80
Delivery of Notes			80
Book-Entry Registration and Tax Documentation Procedures			80
Definitive Notes			82
Notes Owned by Transaction Parties			82
Access to Noteholder Lists			82
Statements to Noteholders			83
Payments of Interest			84
Payments of Principal			85
THE TRANSFER AGREEMENTS, THE SERVICING AGREEMENT, THE ADMINISTRATION AGREEMENT AND THE ASSET REPRESENTATIONS REVIEW AGREEMENT			87
Sale and Assignment of Receivables and Related Security Interests			87
Representations and Warranties			87
Asset Representations Review			88
Dispute Resolution			91
Administration Agreement			94
Amendment Provisions			94
The Accounts			95
The Collection Account			95
Principal Distribution Account			96
Reserve Account			96
Permitted Investments			96
Priority of Payments			97
Credit and Cash Flow Enhancement			98
Overcollateralization			98
Excess Interest			98
Optional Redemption			99
Fees and Expenses			99
Hired Agency Fees			100
Indemnification of the Indenture Trustee and the Owner Trustee			100

 

ii

Collection and Other Servicing Procedures			101
Servicing Compensation and Expenses			101
Modifications of Receivables and Extensions of Receivables Final Payment Dates			101
Realization Upon Defaulted Receivables			104
Servicer Replacement Events			104
Resignation, Removal or Replacement of the Servicer			105
Waiver of Past Servicer Replacement Events			106
Evidence as to Compliance			106
THE INDENTURE			107
Material Covenants			107
Noteholder Communication; List of Noteholders			107
Annual Compliance Statement			108
Indenture Trustee’s Annual Report			108
Documents by Indenture Trustee to Noteholders			109
Satisfaction and Discharge of Indenture			109
Resignation or Removal of the Indenture Trustee			109
Events of Default			109
Rights Upon Event of Default			110
Priority of Payments Will Change Upon Events of Default that Result in Acceleration			111
Amendment Provisions			112
FDIC Rule Covenant			113
MATERIAL LEGAL ASPECTS OF THE RECEIVABLES			114
Rights in the Receivables			114
Security Interests in the Financed Vehicles			115
Repossession			117
Notice of Sale; Redemption Rights			117
Deficiency Judgments and Excess Proceeds			117
Consumer Protection Laws			118
Consumer Financial Protection Bureau			119
Certain Matters Relating to Insolvency			120
FDIC Rule			120
Certain Regulatory Matters			123
Dodd-Frank Orderly Liquidation Framework			123
Servicemembers Civil Relief Act			126
Other Limitations			126
LEGAL INVESTMENT			127
Money Market Investment			127
Certain Volcker Rule Considerations			127
Requirements for Certain EU and UK Regulated Persons and Affiliates			127
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES			132
Characterization of the Issuing Entity and the Offered Notes			133
Certain Tax Considerations of Holding the Offered Notes			134
STATE AND LOCAL TAX CONSEQUENCES			138
REPORTABLE TRANSACTIONS			138
CERTAIN CONSIDERATIONS FOR ERISA AND OTHER U.S. BENEFIT PLANS			138
UNDERWRITING			141
Conflicts of Interest			142
Offering Restrictions			143
United Kingdom – Prohibition on Offers to UK Retail Investors			143
United Kingdom – Other Regulatory Restrictions			143

 

iii

European Economic Area			144
FORWARD-LOOKING STATEMENTS			144
LEGAL PROCEEDINGS			144
LEGAL MATTERS			145
GLOSSARY			146
INDEX			149
APPENDIX A – STATIC POOL INFORMATION REGARDING CERTAIN VINTAGE RECEIVABLES POOLS			A-1
APPENDIX B – STATIC POOL INFORMATION REGARDING PRIOR SECURITIZED POOLS			B-1

 

iv

WHERE TO FIND INFORMATION IN THIS PROSPECTUS

This prospectus provides information about the issuing entity, Capital One Prime Auto Receivables Trust 2021-1, including terms and conditions that apply to the notes to be offered by this prospectus.

In this prospectus, the terms “we,” “us,” and “our” refer to Capital One Auto Receivables, LLC, the depositor.

We have not authorized anyone to provide any information other than that contained or incorporated by reference in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. If you receive any other information, you should not rely on it. We are not offering the notes in any jurisdiction where the offer is not permitted. We do not claim that the information in this prospectus is accurate on any date other than the date stated on the cover.

We have started with two introductory sections in this prospectus describing the notes and the issuing entity in abbreviated form, followed by a more complete description of the terms of the offering of the notes. The introductory sections are:

 

•

Summary of Terms—provides important information concerning the amounts and the payment terms of each class of notes and gives a brief introduction to the key structural features of the issuing entity; and

 

•

Risk Factors—describes briefly some of the risks to investors in the notes.

We include cross-references in this prospectus to captions in these materials where you can find additional related information. You can find the page numbers on which these captions are located under the Table of Contents in this prospectus. You can also find a listing of the pages where the principal terms are defined under “Index” beginning on page 149 of this prospectus.

If you have received a copy of this prospectus in electronic format, and if the legal prospectus delivery period has not expired, you may obtain at no cost a paper copy of this prospectus from the depositor or from the underwriters upon request.

 

v

REPORTS TO NOTEHOLDERS

After the notes are issued, unaudited monthly reports containing information concerning the issuing entity, the notes and the receivables will be prepared by Capital One, National Association (“CONA”), as the servicer, and sent on behalf of the issuing entity to the indenture trustee, which will forward the same to Cede & Co. (“Cede”), as nominee of The Depository Trust Company (“DTC”).

The indenture trustee will also make such reports (and, at its option, any additional files containing the same information in an alternative format) available to noteholders each month via its website, which is presently located at http://www.wilmingtontrustconnect.com. Assistance in using this website may be obtained by calling the indenture trustee’s customer service desk at (866) 829-1928. The indenture trustee will notify the noteholders in writing of any changes in the address or means of access to the website where the reports are accessible.

The reports do not constitute financial statements prepared in accordance with generally accepted accounting principles. CONA, the depositor and the issuing entity do not intend to send any of their financial reports to the beneficial owners of the notes. The issuing entity will file with the Securities and Exchange Commission (the “SEC”) all required annual reports on Form 10-K, distribution reports on Form 10-D and current reports on Form 8-K. Those reports will be filed with the SEC under the name “Capital One Prime Auto Receivables Trust 2021-1” and file number 333-226529-04. The issuing entity incorporates by reference any current reports on Form 8-K filed after the date of this prospectus by or on behalf of the issuing entity before the termination of the offering of the notes, but not any information that is furnished but that is not deemed filed. The issuing entity’s annual reports on Form 10-K, distribution reports on Form 10-D and current reports on Form 8-K, and amendments to those reports filed with, or otherwise furnished to, the SEC will not be made available on CONA’s website because those reports are made available to the public on the SEC website as described below.

The depositor has filed with the SEC a Registration Statement (333-226529) on Form SF-3 that includes this prospectus and certain amendments and exhibits under the Securities Act of 1933, as amended, relating to the offering of the notes described herein. This prospectus does not contain all of the information in the Registration Statement. The SEC maintains a website (http://www.sec.gov) that contains reports, registration statements, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

 

vi

NOTICE TO INVESTORS: THE UNITED KINGDOM

PROHIBITION ON SALES TO UK RETAIL INVESTORS

THE NOTES ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY UK RETAIL INVESTOR IN THE UNITED KINGDOM (“UK”). FOR THESE PURPOSES, A “UK RETAIL INVESTOR” MEANS A PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT, AS DEFINED IN POINT (8) OF ARTICLE 2 OF COMMISSION DELEGATED REGULATION (EU) 2017/565 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED, THE “EUWA”); OR (II) A CUSTOMER WITHIN THE MEANING OF THE PROVISIONS OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED (THE “FSMA”) AND ANY RULES OR REGULATIONS MADE UNDER THE FSMA (SUCH RULES AND REGULATIONS AS AMENDED) TO IMPLEMENT DIRECTIVE (EU) 2016/97 (AS AMENDED), WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT, AS DEFINED IN POINT (8) OF ARTICLE 2(1) OF REGULATION (EU) NO 600/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUWA, AND AS AMENDED; OR (III) NOT A QUALIFIED INVESTOR (A “UK QUALIFIED INVESTOR”) AS DEFINED IN ARTICLE 2 OF REGULATION (EU) 2017/1129 (AS AMENDED), AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUWA, AND AS AMENDED (THE “UK PROSPECTUS REGULATION”). CONSEQUENTLY NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014 (AS AMENDED), AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUWA, AND AS AMENDED (THE “UK PRIIPS REGULATION”) FOR OFFERING OR SELLING THE NOTES OR OTHERWISE MAKING THEM AVAILABLE TO UK RETAIL INVESTORS IN THE UK HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE NOTES OR OTHERWISE MAKING THEM AVAILABLE TO ANY UK RETAIL INVESTOR IN THE UK MAY BE UNLAWFUL UNDER THE UK PRIIPS REGULATION.

OTHER UK OFFERING RESTRICTIONS

THIS PROSPECTUS IS NOT A PROSPECTUS FOR THE PURPOSE OF THE UK PROSPECTUS REGULATION. THIS PROSPECTUS HAS BEEN PREPARED ON THE BASIS THAT ANY OFFERS OF NOTES IN THE UK WILL BE MADE ONLY TO A UK QUALIFIED INVESTOR. ACCORDINGLY, ANY PERSON MAKING OR INTENDING TO MAKE AN OFFER IN THE UK OF NOTES WHICH ARE THE SUBJECT OF THE OFFERING CONTEMPLATED IN THIS PROSPECTUS MAY ONLY DO SO TO ONE OR MORE UK QUALIFIED INVESTORS. NONE OF THE ISSUING ENTITY, THE DEPOSITOR OR ANY OF THE UNDERWRITERS HAS AUTHORIZED, NOR DO THEY AUTHORIZE, THE MAKING OF ANY OFFER OF NOTES IN THE UK OTHER THAN TO UK QUALIFIED INVESTORS.

THE CLASS A-1 NOTES HAVE NOT BEEN AND WILL NOT BE OFFERED IN THE UK OR TO UK PERSONS AND NO PROCEEDS OF ANY CLASS A-1 NOTES WILL BE RECEIVED IN THE UK.

OTHER UK REGULATORY RESTRICTIONS

THE NOTES MUST NOT BE OFFERED OR SOLD AND THIS PROSPECTUS AND ANY OTHER DOCUMENT IN CONNECTION WITH THIS PROSPECTUS AND ISSUANCE OF THE NOTES MUST NOT BE COMMUNICATED OR CAUSED TO BE COMMUNICATED IN THE UK EXCEPT TO PERSONS HAVING PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND QUALIFYING AS INVESTMENT PROFESSIONALS UNDER ARTICLE 19 (INVESTMENT PROFESSIONALS) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE “ORDER”), OR TO PERSONS WHO FALL WITHIN ARTICLE 49(2)(A)-(D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER OR WHO OTHERWISE FALL WITHIN AN EXEMPTION SET FORTH IN SUCH ORDER SUCH THAT SECTION 21(1) OF THE FSMA DOES NOT APPLY TO THE ISSUING ENTITY OR ARE PERSONS TO WHOM THIS PROSPECTUS OR ANY OTHER SUCH DOCUMENT MAY OTHERWISE LAWFULLY BE

 

vii

COMMUNICATED OR CAUSED TO BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”). IN THE UK, ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS PROSPECTUS RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. NEITHER THIS PROSPECTUS NOR THE NOTES ARE OR WILL BE AVAILABLE IN THE UK TO PERSONS WHO ARE NOT RELEVANT PERSONS AND THIS PROSPECTUS MUST NOT BE ACTED ON OR RELIED ON BY PERSONS IN THE UK WHO ARE NOT RELEVANT PERSONS. THE COMMUNICATION OF THIS PROSPECTUS TO ANY PERSON IN THE UK WHO IS NOT A RELEVANT PERSON IS UNAUTHORIZED AND MAY CONTRAVENE THE FSMA.

NOTICE TO INVESTORS: EUROPEAN ECONOMIC AREA

PROHIBITION ON SALES TO EU RETAIL INVESTORS

THE NOTES ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY EU RETAIL INVESTOR IN THE EUROPEAN ECONOMIC AREA (THE “EEA”). FOR THESE PURPOSES, AN “EU RETAIL INVESTOR” MEANS A PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1) OF DIRECTIVE 2014/65/EU (AS AMENDED, “MIFID II”); OR (II) A CUSTOMER WITHIN THE MEANING OF DIRECTIVE (EU) 2016/97 (AS AMENDED), WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II; OR (III) NOT A QUALIFIED INVESTOR (AN “EU QUALIFIED INVESTOR”) AS DEFINED IN ARTICLE 2 OF REGULATION (EU) 2017/1129 (AS AMENDED) (THE “EU PROSPECTUS REGULATION”). CONSEQUENTLY, NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014 (AS AMENDED, THE “EU PRIIPS REGULATION”) FOR OFFERING OR SELLING THE NOTES OR OTHERWISE MAKING THEM AVAILABLE TO EU RETAIL INVESTORS IN THE EEA HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE NOTES OR OTHERWISE MAKING THEM AVAILABLE TO ANY EU RETAIL INVESTOR IN THE EEA MAY BE UNLAWFUL UNDER THE EU PRIIPS REGULATION.

OTHER EEA OFFERING RESTRICTIONS

THIS PROSPECTUS IS NOT A PROSPECTUS FOR THE PURPOSE OF THE EU PROSPECTUS REGULATION. THIS PROSPECTUS HAS BEEN PREPARED ON THE BASIS THAT ANY OFFERS OF NOTES IN THE EEA WILL BE MADE ONLY TO AN EU QUALIFIED INVESTOR. ACCORDINGLY, ANY PERSON MAKING OR INTENDING TO MAKE AN OFFER IN THE EEA OF NOTES WHICH ARE THE SUBJECT OF THE OFFERING CONTEMPLATED IN THIS PROSPECTUS MAY ONLY DO SO TO ONE OR MORE EU QUALIFIED INVESTORS. NONE OF THE ISSUING ENTITY, THE DEPOSITOR OR ANY OF THE UNDERWRITERS HAS AUTHORIZED, NOR DO THEY AUTHORIZE, THE MAKING OF ANY OFFER OF NOTES IN THE EEA OTHER THAN TO EU QUALIFIED INVESTORS.

 

viii

SUMMARY OF STRUCTURE AND FLOW OF FUNDS

This structural summary briefly describes certain major structural components, the relationship among the parties, the flow of funds prior to an acceleration after an event of default and certain other material features of the transaction. This structural summary does not contain all of the information that you need to consider in making your investment decision. You should carefully read this entire prospectus to understand all the terms of this offering.

Structural Diagram

 

 

(1)	Neither the certificates, which represent an equity interest in the issuing entity, nor the Class B notes, the Class C notes or the Class D notes are being offered hereby.

(2)

Not less than 5% of each class of notes and the certificates will be retained by CONA (which for EU risk retention purposes and UK risk retention purposes will be a wholly-owned special purpose subsidiary of CONA) or one or more majority-owned affiliates of CONA to satisfy the credit risk retention obligations of CONA described under “The Sponsor—U.S. Credit Risk Retention” and “—Securitization Regulations” in this prospectus.

 

ix

Flow of Funds

 

 

x

SUMMARY OF TERMS

This summary provides an overview of selected information from this prospectus and does not contain all of the information that you need to consider in making your investment decision. This summary provides an overview of certain information to aid your understanding. You should carefully read this entire prospectus to understand all of the terms of this offering.

 

 

1

 

2

 

3

 

4

 

5

 

6

 

7

 

8

 

9

 

10

 

11

 

12

SUMMARY OF RISK FACTORS

The notes are subject to certain risks that you should consider before making a decision to purchase any notes. This summary is included to provide an overview of the potential risks. It does not contain all of the information regarding the risks that you should consider in making your decision to purchase any notes. To understand these risks fully, you should read “Risk Factors” below.

Risks Related to the Characteristics, Servicing and Performance of the Receivables. The notes are subject to risks relating to the characteristics, servicing and performance of the receivables, which could result in delays in payment or losses on your notes.

 

•

The global Coronavirus outbreak could result in delays in payment or losses on your notes.

 

•

Adverse economic conditions, regardless of reason, civil unrest or natural disasters in states with significant concentrations of obligors could have a more pronounced effect on the performance of the receivables and could result in delays in payments or losses on your notes.

 

•

To the extent the receivables pool includes receivables with annual percentage rates that are less than the interest rates on the notes, you may suffer a loss on your notes.

 

•

The outstanding principal balance of a receivable may be greater than the value of the related financed vehicle, which may increase the amount and severity of loss on the receivable and may result in losses on your notes.

 

•

A vehicle recall may result in delays in payments or losses on your notes.

 

•

The servicer’s discretion over the servicing of the receivables may impact the amount and timing of funds available to make payments on the notes.

 

•

Credit scores and historical loss experience may not accurately predict the likelihood of delinquencies, defaults and losses on the receivables and therefore losses on your notes.

 

•

Recent and future economic developments may adversely affect the performance and market value of your notes.

 

•

The return on your notes could be reduced by the impact of the Servicemember’s Civil Relief Act.

 

•

Failure to comply with consumer protection or other laws may be unenforceable, which may result in losses on your notes.

 

•

If an obligor seeks protection under bankruptcy or debtor relief laws, a court could reduce or discharge the obligor’s obligations to repay amounts due and you may experience a reduced return on your notes.

Risks Related to the Limited Nature of the Issuing Entity’s Assets. The issuing entity has limited assets, and delays in payment or losses on your notes could arise from shortfalls or delays in amounts available to make payments on the notes.

 

•

Only the assets of the issuing entity are available for repayment of your notes. If these assets are insufficient, you may suffer losses on your notes.

 

•

If the receivables are sold following an indenture event of default, the proceeds from the sale of the receivables may not be sufficient to pay the aggregate note balance of your notes.

 

•

Repurchase obligations are limited, and do not protect the issuing entity from all risks that could impact the performance of the receivables and the sponsor or servicer may not be financially in a position to fund its repurchase obligations, and you could suffer a loss.

 

•

Interest of other persons in the receivables and financed vehicles could be superior to the interests of the issuing entity, including because the issuing entity or CONA may not have a perfected security interest in the financed vehicles or in the receivables, which may affect the issuing entity’s ability to receive payments on the receivables or liquidation proceeds with respect to the financed vehicles.

Risks Related to the Servicer and Other Transaction Parties. Adverse events affecting the servicer or other transaction parties could result in losses on your notes or reduce the market value or liquidity of your notes.

 

•

Adverse events with respect to CONA, its affiliates or a third-party service provider, including due to natural disasters, public health emergencies, economic developments and/or regulatory or other actions, could adversely affect the timing or amount of payments on your notes or may reduce the market value and/or liquidity of your notes. Interruptions or losses in the sponsor’s operational, technological and organizational infrastructure, including a security breach or cyber-attack, may increase the risk of loss on your notes.

 

13

•

Federal financial reform and other measures, including legislation and other actions undertaken in response to the COVID-19 pandemic, could have a significant impact on the servicer, the sponsor, the administrator, the depositor or the issuing entity and could adversely affect the timing and amount of payments on your notes.

 

•

FDIC receivership or conservatorship of CONA could result in delays in payments or losses on your notes.

 

•

A bankruptcy of the depositor could result in delays or a reduction in payments on your notes.

 

•

You may suffer losses on your notes if the servicer holds collections and commingles them with its own funds.

 

•

You may experience loss or delays in payments on your notes resulting from delays in the transfer of servicing due to the servicing fee structure.

 

•

Federal tax legislative proposals could impact your investment.

Risks Related to the Issuance of Multiple Class of Notes or Retention of Notes. The issuing entity has issued multiple class of notes, and your notes may be more sensitive to losses, be affected by conflicts of interest between classes and have reduced liquidity or voting power because of retention.

 

•

Classes of notes with a higher sequential numerical class designation will generally be subordinated with respect to principal payments to notes with a lower numerical designation and are exposed to a greater risk of loss.

 

•

Holders of more senior classes of notes will make certain decisions for certain matters, but will have different interests than holders of more junior classes of notes, so there may be a conflict of interest.

 

•

The failure to pay interest on a subordinated class of notes or principal of a note generally will not result in an event of default until the applicable final scheduled payment date or redemption date for the related class of notes.

 

•

The market value, liquidity and voting power of your notes may be adversely impacted by retention of notes by the depositor or its affiliates.

Risks Related to Certain Features of the Notes and Financial Market Disruptions. Certain features of the notes and financial market disruptions may adversely affect the return on your notes or the market value and liquidity of your notes.

 

•

The ratings on the notes may be withdrawn or lowered, the notes may receive an unsolicited rating or the rating agencies may be perceived as having a conflict of interest, which could adversely affect the market value of your notes and/or limit your ability to resell the notes.

 

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Prepayments, repurchases, events of default or optional redemption of the notes may affect the weighted average life of, and return on, the notes.

 

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Financial market disruptions and the absence of a secondary market for the notes may make it difficult for you to sell your notes and/or obtain your desired price.

 

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If your notes are in book-entry form, you will only be able to exercise your rights as a noteholder indirectly through DTC, Clearstream and Euroclear and their participating organizations, which may also impact the liquidity of your notes and delay your receipt of payments.

 

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RISK FACTORS

An investment in the notes involves significant risks. Before you decide to invest, we recommend that you carefully consider the following risk factors.

RISKS RELATED TO THE CHARACTERISTICS, SERVICING AND PERFORMANCE OF THE RECEIVABLES.

Adverse events arising from the global Coronavirus outbreak could result in delays in payment or losses on your notes

An outbreak of Coronavirus Disease 2019 (“COVID-19”) has spread throughout the world, including in the United States. The outbreak has led, and will likely continue to lead, to disruptions in global financial markets and the economies of many nations and is resulting in adverse impacts on the economy of the United States (which include a general curtailment of business activity and a significant increase in unemployment) and the global economy in general. The long-term impacts of the social, economic and financial disruptions caused by the outbreak of COVID-19 are unknown. The United States economy has experienced a recession as a result of the outbreak of COVID-19 and it is unclear if or when the economy will fully recover or how many obligors have been and will continue to be adversely affected by the outbreak and related efforts by the federal government and state governments to slow the spread of COVID-19 throughout the nation or whether such efforts will be successful in preventing a resurgence of COVID-19. It is likely that a higher percentage of obligors will seek protection under bankruptcy or debtor relief laws as a result of the financial and economic disruptions related to the outbreak of COVID-19 than is reflected in the sponsor’s historical experience. See “—Risks related to the characteristics, servicing and performance of the receivables–Credit scores and historical loss experience may not accurately predict the likelihood of delinquencies, defaults and losses on the receivables.” If an obligor were to seek protection under federal or state bankruptcy or debtor relief laws, a court could reduce or discharge completely the obligor’s obligation to repay amounts due on its receivable. As a result, that receivable would be written off as uncollectible and you could suffer a loss if no funds are available from collections or from amounts on deposit in the reserve account to cover losses on the receivables.

It is unclear how many obligors have been and will continue to be adversely affected by the outbreak of COVID-19 and the related economic uncertainty, each of which could have a negative impact on the ability of obligors to make timely payments on the receivables and may result in losses on your notes. Further, certain governmental authorities, including federal, state or local governments, could enact, and in some cases already have enacted, laws, regulations, executive orders or other guidance that allow obligors to forgo making scheduled payments for some period of time, require modifications to the receivables (e.g., waiving accrued interest), or preclude creditors from exercising certain rights or taking certain actions with respect to collateral, including repossession or liquidation of the financed vehicles. The servicer has the discretion to implement a range of actions with respect to obligors affected by the outbreak or who are experiencing financial hardship, including the discretion to extend or modify the payment schedule of a receivable or to temporarily suspend involuntary repossession activity consistent with the servicer’s customary servicing practices. Across the nation, servicers of motor vehicle receivables, including CONA, experienced a sharp increase in requests for extensions and modifications related to COVID-19 and a significant number of such extensions and modifications have been granted, including by CONA. Although such extensions and modifications were granted by CONA across all segments of its serviced portfolio, extensions and modifications related to COVID-19 were infrequently requested by obligors of receivables classified as “prime” by CONA and which were considered eligible for securitization in the COPAR program based on CONA’s internal scoring model compared with the number of extensions and modifications requested by other obligors of receivables serviced by CONA. Any receivable for which the servicer’s records as of the cut-off date indicate that the related obligor received an extension or modification related to COVID-19 will be excluded from the receivables pool transferred to the issuing entity on the closing date. Although such extensions and modifications were rare for CONA’s “prime” portfolio, there may be a future sharp increase in requests from obligors for extensions and modifications related to COVID-19 or general financial hardship.

Because a pandemic such as COVID-19 has not occurred in recent years, and is impacting obligors nationwide, historical loss experience may not accurately predict the performance of the receivables in the receivables pool. Further, the COVID-19 pandemic and related effects on the United States economy, global financial markets, and the business or operations of the sponsor or the servicer may also have the effect of heightening many of the other risks described in this “Risk Factors” section, such as those related to the ability of obligors to make timely payments on the receivables, used vehicle values, the performance, market value, credit ratings and secondary market liquidity of your notes, and risks of geographic concentration of the obligors.

 

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All of the foregoing could have a negative impact on the performance of the receivables or the liquidity and market value of your notes and, as a result, you may experience delays in payments or losses on your notes.

The geographic concentration of the obligors in the receivables pool and varying economic circumstances may increase the risk of losses or reduce the return on your notes

The concentration of the receivables in specific geographic areas may increase the risk of loss. A deterioration in economic conditions regardless of reason, or a natural disaster or civil unrest, in the states where obligors reside may adversely affect the ability and willingness of obligors to meet their payment obligations under the receivables and may consequently adversely affect the delinquency, default, loss and repossession experience of the issuing entity with respect to the receivables of the obligors in such states. See “—Risks related to the characteristics, servicing and performance of the receivables—Recent and future economic developments may adversely affect the performance of the receivables and may result in reduced or delayed payments on your notes.” As a result, you may experience payment delays and losses on your notes. An improvement in economic conditions could result in prepayments by the obligors of their payment obligations under the receivables. As a result, you may receive principal payments of your notes earlier than anticipated. No prediction can be made as to the effect of an economic downturn or economic growth on the rate of delinquencies, prepayments and/or losses on the receivables. See “—Risks related to certain features of the notes and financial market disruptions—Returns on your investments may be reduced by prepayments on the receivables, events of default, optional redemption of the notes or repurchases of receivables from the issuing entity.”

As of the cut-off date, based on the billing addresses of the obligors, approximately 13.38%, 12.88% and 9.13% of the principal balance of the receivables in the receivables pool were located in Texas, California and Florida, respectively.

No other state accounts for more than 5.00% of the principal balance of the receivables in the receivables pool as of the cut-off date. Because of the concentration of the obligors in certain states, any adverse economic factors, natural disasters or civil unrest in those states may have a greater effect on the performance of the receivables than if the concentration did not exist, which may result in a greater risk of losses on your notes.

You may suffer losses due to receivables with low contract rates

The receivables in the receivables pool will include receivables that have contract rates that are less than the interest rates on your notes. Interest paid on the higher contract rate receivables compensates for the lower contract rate receivables to the extent such interest is paid by the issuing entity as principal on your notes and overcollateralization is created. Excessive prepayments on the higher contract rate receivables may adversely impact your notes by reducing the interest payments available.

The rate of depreciation of a financed vehicle could exceed the amortization of the outstanding principal amount of the related receivable, which may result in losses on the receivables

The value of any financed vehicle may be less than the outstanding principal balance of the related receivable. For example, new vehicles normally experience an immediate decline in value after purchase because they are no longer considered to be new. As a result, it is highly likely that the principal balance of a receivable will exceed the value of the related financed vehicle during the early years of a receivable’s term. The lack of any significant equity in their vehicles may make it more likely that those obligors will default in their payment obligations if their personal financial conditions change. A default during the earlier years of a receivable’s term is more likely to result in losses because the proceeds of repossession of the related financed vehicle are less likely to pay the full amount of interest and principal owed on that receivable. Further, the frequency and amount of losses may be greater for receivables with longer terms because these receivables tend to have a somewhat greater frequency of delinquencies and defaults and because the slower rate of amortization of the principal balance of a longer term receivable may result in a longer period during which the value of the related financed vehicle is less than the remaining principal balance of the receivable. See “The Receivables Pool—Pool Stratifications” in this prospectus for the percentage of receivables with original terms greater than 72 months. None of the receivables will have an original term greater than 75 months.

Additionally, although the frequency of delinquencies and defaults tends to be greater for receivables secured by used vehicles, loss severity tends to be greater with respect to receivables secured by new vehicles because of the

 

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higher rate of depreciation described above and the decline in used vehicle prices. Similarly, receivables with a higher loan-to-value ratio tend to have a higher severity of loss. Furthermore, specific makes, models and vehicle types may experience a higher rate of depreciation and a greater than anticipated decline in used vehicle prices under certain market conditions including, but not limited to, the discontinuation of a brand by a manufacturer, material vehicle recalls or the termination of dealer franchises by a manufacturer.

The pricing of used vehicles is affected by the supply and demand for those vehicles, which, in turn, is affected by consumer tastes, economic factors (including the price of gasoline), the introduction and pricing of new vehicle models and other factors, including the impact of vehicle recalls or the discontinuation of vehicle models or brands. Decisions by a manufacturer with respect to new vehicle production, pricing and incentives may affect used vehicle prices, particularly those for the same or similar models. If programs are implemented by the United States government to stimulate the sale of new vehicles, this may have the effect of further reducing the values of used vehicles, resulting in increased losses that may result in losses on your notes. Further, the insolvency of a manufacturer may negatively affect used vehicle prices for vehicles manufactured by that company. An increase in the supply or a decrease in the demand for used vehicles may impact the resale value of the financed vehicles securing the receivables. Decreases in the value of those vehicles may, in turn, reduce the incentive of obligors to make payments on the receivables and decrease the proceeds realized by the issuing entity from repossessions of financed vehicles. Additionally, the COVID-19 pandemic and the related economic and financial disruptions have affected both the supply and demand of new and used vehicles, and has affected repossession activity and the market and process for the sale of repossessed vehicles. Further, constraints in production and supply chain factors, including a shortage of key components necessary to manufacture new vehicles or to repair and maintain used vehicles, may temporarily inflate used vehicle prices. As new vehicle supply was reduced, used vehicles saw an

increase in demand. As a result of the foregoing, the delinquency, repossession and credit loss figures, shown in the tables appearing under “The Receivables Pool—Delinquencies, Repossessions and Net Credit Losses” in this prospectus, might be a less reliable indicator of the rates of delinquencies, repossessions and losses that could occur on the receivables than would otherwise be the case.

You may experience delays in payments or losses on your notes resulting from a vehicle recall

Obligors on receivables related to financed vehicles affected by a vehicle recall may be more likely to be delinquent in, or default on, payments on their receivables. Significant increases in the inventory of used motor vehicles subject to a recall may also depress the prices at which repossessed motor vehicles may be sold or delay the timing of those sales. If the default rate on the receivables increases and the price at which the related vehicles may be sold declines or if a recall delays the timing of sales, you may experience losses with respect to your notes. If any of these events materially affect collections on the receivables, you may experience delays in payments or losses on your notes.

The servicer’s discretion over the servicing of the receivables may impact the amount and timing of funds available to make payments on the notes

Although the servicer is obligated to service the receivables in accordance with its customary servicing practices, the servicer has broad discretion in servicing the receivables, including the ability to grant payment extensions and to determine the timing and method of collection and liquidation procedures, subject to certain limitations regarding permitted modifications. The servicer, in its own discretion, may permit an extension on, or a deferral of, payments due or halt repossession activity on a case-by-case basis or more broadly in accordance with its customary servicing practices, for example, in connection with a natural disaster or a public health emergency affecting a large group of obligors. In addition, the servicer may from time to time offer obligors a temporary reduction in payment and/or an opportunity to defer payments. See “The Servicer—Servicing” in this prospectus. Although CONA granted a significant number of extensions and modifications related to the COVID-19 outbreak across its serviced portfolio generally, extensions and modifications related to COVID-19 were infrequently requested by obligors of receivables classified as “prime” by CONA and which were considered eligible for securitization in the COPAR program based on CONA’s internal scoring model compared with the number of extensions and modifications requested by other obligors of receivables serviced by CONA. CONA also temporarily suspended involuntary repossession activities nationwide. Although such extensions and modifications were not frequently requested by obligors included in CONA’s “prime” portfolio and the servicer has resumed involuntary repossessions and other collections activity where permitted by local law, the frequency of extensions and modifications may increase in the future and the servicer may again elect (or be required) to suspend repossession activity in the future. See “—Risks related to the characteristics, servicing and performance of the receivables —Adverse events arising from the global Coronavirus outbreak could result in delays in payment or losses on your notes.” Payment deferrals or extensions or delays in

 

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initiating repossession activity may extend the maturity of the receivables, increase the weighted average life of a class of notes and reduce the yield on your notes. However, the servicer must purchase the receivable from the issuing entity if any payment deferral of a receivable extends the term of the receivable beyond the last day of the collection period preceding the final scheduled payment date for the Class D notes.

In addition, the servicer’s customary servicing practices may change from time to time and those changes could reduce collections on the receivables. Although the servicer’s customary servicing practices at any time will apply to all receivables serviced by the servicer, without regard to whether a receivable has been sold to the issuing entity, the servicer is not obligated to maximize collections from receivables. Consequently, the manner in which the servicer exercises its servicing discretion or changes its customary practices could have an impact on the amount and timing of collections on the receivables, which may impact the amount and timing of funds available to make payments on the notes.

Credit scores and historical loss experience may not accurately predict the likelihood of delinquencies, defaults and losses on the receivables

Information regarding credit scores for the obligors under the receivables in the receivables pool as of the cut-off date obtained at the time of acquisition from the originating dealer of their contracts is presented in “The Receivables Pool” in this prospectus. A credit score purports only to be a measurement of the relative degree of risk a borrower represents to a lender, i.e., that a borrower with a higher score is statistically expected to be less likely to default on its payment obligations than a borrower with a lower score. Neither the sponsor nor any other party makes any representations or warranties as to any obligor’s current credit score or actual performance of any motor vehicle receivable or that a particular credit score should be relied upon as a basis for an expectation that a receivable will be paid in accordance with its terms.

Historical loss and delinquency information set forth in this prospectus under “The Receivables Pool” was affected by several variables, including general economic conditions and market interest rates, that may differ in the immediate future, and may differ in the longer term future. Consequently, the net loss experience calculated and presented in this prospectus with respect to the sponsor’s managed portfolio of motor vehicle retail installment sale contracts categorized as “prime” and which are considered eligible for securitization in the Capital One Prime Auto Receivables (“COPAR”) program based on CONA’s internal scoring model may not reflect actual experience with respect to the receivables in the receivables pool. The sponsor has experienced variability (including increases) in delinquencies and repossessions on its motor vehicle receivables portfolio, which variability may continue (including as a result of the COVID-19 outbreak). Additionally, the prices of used vehicles, including the prices at which the servicer is able to sell repossessed vehicles, are variable, and declines in used vehicle prices will result in increased credit losses on defaulted receivables. In addition, future delinquency rates, rates of repossession, recovery rates on repossessed vehicles or loss experience of the servicer with respect to the receivables may be better or worse than that set forth in the static pool information and historical delinquency and loss information contained in this prospectus.

The CARES Act (as defined below) provided for the creation of the Federal Pandemic Unemployment Compensation program, which provided an additional $600 per week to individuals collecting traditional unemployment compensation. This benefit was available for weeks of unemployment ending on or before July 31, 2020. The president of the United States has since authorized a similar benefit, at a reduced level, as well as a deferral of certain payroll tax collections through the end of 2020. The CARES Act also provided for $953 billion in business loans through the Paycheck Protection Program. In addition, the Appropriations Act (as defined below) restored the Federal Pandemic Unemployment Compensation program, which provides an additional $300 per week to individuals collecting traditional unemployment compensation. This benefit was available for weeks of unemployment beginning after December 26, 2020 and ending on March 14, 2021. On March 11, 2021, the president of the United States signed the American Rescue Plan Act of 2021 (the “American Rescue Plan Act”), which includes a $1.9 trillion economic stimulus package. The American Rescue Plan Act builds upon the CARES Act and the Appropriations Act by extending unemployment benefits through September 6, 2021 (though some states have already discontinued, and other states may discontinue, the additional federal unemployment benefits ahead of this date), providing stimulus checks to certain individuals and families up to $1,400 per adult and eligible dependent, making the Paycheck Protection Program more accessible to businesses and nonprofits, adding $7.25 billion of additional funding to the Paycheck Protection Program and providing additional relief to state and local communities. It is not known how many obligors of the receivables may have been receiving, or may in the future receive, any such additional unemployment benefits, or what the effect of any future reduction of such benefits may

 

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be on the ability of the obligors to meet their payment obligations under the receivables and, consequently, what impact such benefits have had on recent historical loss and delinquency information and static pool experience or what impact such benefits may have on the loss and delinquency performance of the receivables in the receivables pool.

In addition, the servicer’s customary servicing practices have changed over time and may change from time to time in the future (including as a result of the COVID-19 outbreak), and those changes could reduce collections on the receivables. As a result, the delinquency and credit loss experience presented in this prospectus with respect to the sponsor’s managed portfolio of “prime” auto receivables or the static pool information may not reflect actual experience with respect to the receivables. If the performance of the receivables is worse than expected, the timing and amount of payments on the notes could be adversely affected.

Recent and future economic developments may adversely affect the performance of the receivables and may result in reduced or delayed payments on your notes

A deterioration in economic conditions and certain economic factors, such as reduced business activity, unemployment, interest rates, housing prices, energy prices (including the price of gasoline), increased consumer indebtedness (including of obligors on the receivables), lack of available credit, the rate of inflation and consumer perceptions of the economy, as well as other factors, such as terrorist events, civil unrest, public health emergencies, extreme weather conditions or significant changes in the political environment and/or public policy, including increased state, local or federal taxation, could adversely affect the ability and willingness of obligors to meet their payment obligations under the receivables. The issuing entity’s ability to make payments on the notes could be adversely affected if obligors were unable to make timely payments or if the servicer elected to, or was required to, implement forbearance programs in connection with obligors suffering a hardship (including hardships related to the COVID-19 pandemic).

The United States experienced a recession as a result of the outbreak and the outlook for the U.S. economy remains uncertain, which may adversely affect the performance of the receivables and the performance and market value of your notes. See “—Risks related to the characteristics, servicing and performance of the receivables —Adverse events arising from the global Coronavirus outbreak could result in delays in payment or losses on your notes.” Periods of economic slowdown or recession are often characterized by high unemployment (including temporary unemployment as a result of government shutdown) and diminished availability of credit, generally resulting in increases in delinquencies, defaults, repossessions and losses on automobile loans. Further, these periods of economic slowdown may also be accompanied by decreased consumer demand for light-duty trucks, SUVs or other vehicles and declining values of automobiles securing outstanding retail installment sale contracts, which weakens collateral coverage and increases the amount of a loss in the event of default by an obligor. Significant increases in the inventory of used automobiles during periods of economic slowdown or recession may also depress the prices at which repossessed automobiles may be sold or delay the timing of these sales.

All of these factors could result in losses on your notes. If an economic downturn is experienced for a prolonged period of time, delinquencies and losses on your notes could increase, which could result in losses on your notes. An improvement in economic conditions could result in prepayments by the obligors of their payment obligations under the receivables, either because obligors elect to make payments more frequently or in larger-than-required amounts or because obligors sell the financed vehicles more frequently in connection with the purchase of new vehicles. As a result, you may receive principal payments of your notes earlier than anticipated, which may reduce your return on your notes.

The application of the Servicemembers Civil Relief Act may lead to delays in payment or losses on your notes

The Servicemembers Civil Relief Act, as amended, and similar state legislation may limit the interest payable on a receivable during an obligor’s period of active military duty. This legislation, together with the servicer’s policies developed to comply with such legislation as well as provide additional benefits to active military personnel and, in some circumstances, their family members and certain other related parties (even where not required by law), could adversely affect the ability of the servicer to collect full amounts of interest on a receivable as well as limit the ability to repossess the financed vehicle related to an affected receivable during and for a certain time after the obligor’s period of active military duty. This legislation and the servicer’s policies may result in delays and losses in payments to holders of the notes. See “Material Legal Aspects of the Receivables—Servicemembers Civil Relief Act” in this prospectus.

 

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Failure to comply with consumer protection laws may result in losses on your investment

Federal and state consumer protection laws regulate the creation, collection and enforcement of consumer contracts such as the receivables. These laws impose specific statutory liabilities upon creditors who fail to comply with the provisions of these laws. Additionally, the CARES Act includes various provisions, such as new requirements affecting credit reporting, designed to protect consumers. Although the liability of the issuing entity to the obligor for violations of applicable federal and state consumer laws may be limited, these laws may make an assignee of a receivable, such as the issuing entity, liable to the obligor for any violation by the lender. Under certain circumstances, the liability of the issuing entity to the obligor for violations of applicable federal and state consumer protection laws may be limited by the applicable law. In some cases, this liability could affect an assignee’s ability to enforce its rights related to secured loans such as the receivables. The sponsor may be obligated to repurchase from the issuing entity any receivable that fails to comply with these legal requirements. If the sponsor fails to repurchase that receivable, or to the extent that a court holds the issuing entity liable for violating consumer protection laws regardless of such a repurchase, you might experience delays or reductions in payments on your notes. For a discussion of federal and state consumer protection laws which may affect the receivables, you should refer to “Material Legal Aspects of the Receivables—Consumer Protection Laws” in this prospectus.

Changes to federal or state bankruptcy or debtor relief laws may impede collection efforts or alter timing and amount of collections, which may result in acceleration of or reduction in payment on your notes

If an obligor sought protection under federal or state bankruptcy or debtor relief laws, a court could reduce or completely discharge the obligor’s obligations to repay amounts due on its receivable. As a result, that receivable would be written off as uncollectible. If no funds are available from collections or amounts on deposit in the reserve account to cover the applicable default amount or if you receive payments of principal earlier than anticipated, you may experience a reduced return on your notes or a reduction in payment on your notes.

RISKS RELATED TO THE LIMITED NATURE OF THE ISSUING ENTITY’S ASSETS.

You must rely for repayment only upon the issuing entity’s assets, which may not be sufficient to make full payments on your notes

Your notes are secured solely by the assets of the issuing entity. The sponsor, the servicer and the depositor are not obligated to make any payments to you on your notes and do not guarantee payments on the receivables. Further, neither the notes nor the receivables will be insured or guaranteed by the United States or any governmental entity. Distributions on any class of notes will depend on the amount and timing of payments and other collections in respect of the receivables and any credit enhancement for the notes and distributions from the reserve account. These amounts may not be sufficient to make full and timely distributions on your notes. If delinquencies and losses on the receivables create shortfalls which exceed the available credit enhancement, you may experience delays in payments due to you and you could suffer a loss.

You may experience a loss or a delay in receiving payments, or a prepayment, on the notes if the assets of the issuing entity are liquidated

If an event of default under the indenture occurs and the notes are accelerated, the indenture trustee may liquidate the assets of the issuing entity as described under “The Indenture—Rights Upon Event of Default.” As a result:

 

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you may suffer losses on your notes if the assets of the issuing entity are insufficient to pay the amounts owed on your notes;

 

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payments on your notes may be delayed until more senior classes of notes are repaid or until the liquidation of the assets is completed; and

 

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your notes may be repaid earlier than scheduled.

The issuing entity cannot predict the length of time that will be required for liquidation of the assets of the issuing entity to be completed. In addition, liquidation proceeds may not be sufficient to repay the notes in full. Even if liquidation proceeds are sufficient to repay the notes in full, any liquidation that causes the outstanding note balance of the notes to be paid before the related final scheduled payment date will involve the prepayment risks described

 

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above under “—Risks related to certain features of the notes and financial market disruptions—Returns on your investments may be reduced by prepayments on the receivables, events of default, optional redemption of the notes or repurchases of receivables from the issuing entity.”

Repurchase obligations are limited, and do not protect the issuing entity from all risks that may impact the performance of the receivables

The sponsor will make limited representations and warranties regarding the characteristics of the receivables to be transferred to the depositor, which will then transfer the receivables and assign the sponsor’s representations to the issuing entity. The sponsor will be obligated to repurchase from the issuing entity (as assignee of the depositor) a receivable if there is a breach of the representations or warranties regarding the eligibility of such receivable (and such breach is not cured and materially and adversely affects the interest of the issuing entity, the noteholders or the certificateholders in such receivable). Additionally, CONA, as servicer, will be obligated to repurchase from the issuing entity a receivable if the servicer makes certain modifications to the receivable or if the servicer breaches certain servicing covenants (and such breach is not cured and materially and adversely affects the interest of the issuing entity, the noteholders or the certificateholders in such receivable). However, the representations and warranties made by the sponsor are not a guarantee of performance and do not protect the issuing entity from all risks that could impact the performance of the receivables, including the risks related to the outbreak of COVID-19. Further, the representations and warranties are made as of the cut-off date or closing date, as applicable, and are not ongoing representations or warranties with respect to the eligibility of the receivables. While the sponsor or servicer may be obligated to repurchase a receivable, the sponsor may not be financially in a position to fund its repurchase obligation and you could suffer a loss. See “The Transfer Agreements, the Servicing Agreement, the Administration Agreement and the Asset Representations Review Agreement —Representations and Warranties” and “The Transfer Agreements, the Servicing Agreement, the Administration Agreement and the Asset Representations Review Agreement—Modifications of Receivables and Extensions of Receivables Final Payment Dates.”

Interests of other persons in the receivables and financed vehicles could be superior to the issuing entity’s interests, which may result in losses on the receivables and reduced payments on your notes

Upon the acquisition of a receivable from a dealer, CONA takes a security interest in the financed vehicle by placing a lien on the title to the financed vehicle. In connection with the sale of receivables to the depositor, CONA will assign its security interests in the financed vehicles to the depositor, who will further assign them to the issuing entity. Although the receivables will be transferred to the issuing entity and pledged to the indenture trustee, the lien certificates or certificates of title relating to the financed vehicles securing the receivables will not be amended or reissued to identify the issuing entity as the new secured party. In the absence of an amendment or reissuance, the issuing entity may not have a perfected security interest in the financed vehicles securing the receivables in some states. Additionally, the issuing entity could lose the priority of its security interest in a financed vehicle due to, among other things, liens for repairs or storage of a financed vehicle or for unpaid taxes of an obligor. None of the servicer, the sponsor, or any other person will have any obligation to purchase or repurchase a receivable if liens for repairs or storage of a financed vehicle or for unpaid taxes of an obligor result in the loss of the priority of the security interest in the financed vehicle after the issuance of notes by the issuing entity.

The sponsor or the servicer may be required to repurchase or purchase, as applicable, any receivable sold to the issuing entity as to which it failed to obtain or maintain a perfected security interest in the financed vehicle securing the receivable. All of these purchases and repurchases are limited to breaches that materially and adversely affect the interests of the issuing entity, the noteholders or the certificateholders in the related receivable and are subject to the expiration of a cure period. If the issuing entity has failed to obtain or maintain a perfected security interest in a financed vehicle, its security interest would be subordinate to, among others, a bankruptcy trustee of the obligor, a subsequent purchaser of the financed vehicle or a holder of a perfected security interest in the financed vehicle or a bankruptcy trustee of such holder. The servicer may not be able to repossess and liquidate a financed vehicle if the security interest in that vehicle created by the receivable is not perfected at the time of repossession, which could result in higher losses on defaulted receivables and reduced collections available to make payments on your notes. In addition, generally, no action will be taken to perfect the rights of the issuing entity in proceeds of any insurance policies covering individual financed vehicles or obligors. Therefore, the rights of a third party with an interest in the proceeds could prevail against the rights of the issuing entity prior to the time the proceeds are deposited by the servicer into an account controlled by the trustee for the notes. See “Material Legal Aspects of the Receivables—Security Interests in the Financed Vehicles” in this prospectus.

 

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The servicer will maintain possession of the original contracts for each of the receivables in tangible form or “control” of the authoritative copies of the contracts in electronic form, and the original contracts and authoritative copies of electronic contracts will not be segregated or marked as belonging to the issuing entity. If the servicer sells or pledges the receivables and delivers the original contracts for the receivables to another party or permits another party to obtain control of the authoritative copies of the electronic contracts, in violation of its contractual obligations under the transaction documents, this party could acquire an interest in the receivable which may have priority over the issuing entity’s interest. The servicer could also lose possession or control of the contracts through fraud, forgery, negligence or error, or as a result of a computer virus or a hacker’s actions or otherwise (especially in a circumstance where the contracts are held in electronic form). Furthermore, if the servicer becomes the subject of an insolvency or receivership proceeding, competing claims to ownership or security interests in the receivables could arise. These claims, even if unsuccessful, could result in delays in payments on the notes. If successful, these claims could result in losses or delays in payment to you or an acceleration of the repayment of the notes.

As a result of any of the above events, the issuing entity may not have a perfected security interest in the financed vehicles or in the receivables. The possibility that the issuing entity may not have a perfected security interest in the financed vehicles or the receivables may affect the issuing entity’s ability to receive payments on the receivables or liquidation proceeds with respect to the financed vehicles. Therefore, you may be subject to delays in payment and may incur losses on your notes.

RISKS RELATED TO THE SERVICER AND OTHER TRANSACTION PARTIES.

The sponsor faces risks related to its operational, technological and organizational infrastructure, including risks arising from the theft, loss or misuse of information (including as a result of a cyber-attack), which could adversely affect the liquidity or market value of your notes and the timing and amount of payments on your notes

Similar to other large financial institutions, the sponsor is exposed to operational risk that can manifest itself in many ways, such as errors in execution or inadequate processes, inaccurate models, faulty or disabled technological infrastructure and fraud by employees or persons outside of the company. In addition, the sponsor is heavily dependent on the security, capability and continuous availability of the technology systems that it uses to manage its internal financial and other systems, monitor risk and compliance with regulatory requirements, provide services to its customers, develop and offer new products and communicate with stakeholders.

If the sponsor does not maintain the necessary operational, technological and organizational infrastructure to operate its business, including to maintain the security of that infrastructure, the sponsor’s business and reputation could be materially adversely affected, which could adversely affect the liquidity or market value of your notes. The sponsor is also subject to disruptions to its operating systems arising from events that are wholly or partially beyond its control, which may include, computer viruses, electrical or telecommunications outages, design flaws in foundational components or platforms, availability and quality of vulnerability patches from key vendors, cyber-attacks (including Distributed Denial of Service (“DDOS”) attacks and other attacks on its infrastructure), natural disasters, public health emergencies (including COVID-19 or similar outbreaks), other damage to property or physical assets, or events arising from local or larger scale politics, including terrorist acts and civil unrest. The sponsor also relies on the business infrastructure and systems of third parties with which it does business and to whom it outsources the operation, maintenance and development of its information technology and communications systems.

On July 29, 2019, the sponsor’s direct parent, the Corporation, announced that on March 22, 2019 and March 23, 2019, an outside individual gained unauthorized access to its systems. This individual obtained certain types of personal information relating to people who had applied for the Corporation’s credit card products and to the Corporation’s credit card customers (the “Cybersecurity Incident”). The Corporation may incur significant costs in connection with the Cybersecurity Incident and any future cybersecurity incidents, including infrastructure investments or remediation efforts. Technologies, systems, networks and devices of the sponsor or its employees, service providers or other third parties with whom the sponsor interacts may continue to be the subject of attempted unauthorized access, mishandling or misuse of information, DDOS attacks, computer viruses, website defacement, hacking, malware, ransomware, phishing or other forms of social engineering, and other forms of cyber-attacks designed to obtain confidential information, destroy data, disrupt or degrade service, sabotage systems or cause other damage, and other events. These threats, such as the Cybersecurity Incident, may derive from error, fraud or malice on the part of the sponsor’s employees, insiders or third parties or may result from accidental technological

 

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failure. In addition, the sponsor’s customers access its products and services using computers, smartphones, tablets and other mobile devices that are beyond the sponsor’s security control systems.

The methods and techniques employed by perpetrators of fraud and others to attack, disable, degrade or sabotage platforms, systems and applications change frequently, are increasingly sophisticated and often are not fully recognized or understood until after they have occurred, and some techniques could occur and persist for an extended period of time before being detected. For example, although the Corporation immediately fixed the configuration vulnerability that was exploited in the Cybersecurity Incident once it discovered the unauthorized access, a period of time elapsed between the occurrence of the unauthorized access and the time when the Corporation discovered it. The sponsor will likely face an increasing number of attempted cyber-attacks as it expands its mobile and other internet-based products and services, as well as its usage of mobile and cloud technologies and as the sponsor provides more of these services to a greater number of retail clients.

A disruption or breach, including as a result of a cyber-attack such as the Cybersecurity Incident, or media reports of perceived security vulnerabilities at the sponsor or at the sponsor’s third-party service providers, could result in significant legal and financial exposure, regulatory intervention, litigation and remediation costs, supervisory liability, damage to the sponsor’s reputation or loss of confidence in the security of the sponsor’s systems, products and services, which could adversely affect its business and adversely affect the market value or liquidity of your notes. If future cyber-attacks are successful or if obligors are unable to access their accounts online for other reasons, it could adversely impact the sponsor’s ability to service customer accounts or loans (including the receivables), complete financial transactions for obligors or customers or otherwise operate any of the sponsor’s businesses or services. In addition, a breach or attack affecting one of the sponsor’s third-party service providers or partners could harm its business and adversely affect the servicing of the receivables even if the sponsor does not control the service that is attacked, which could adversely affect the timing and amount of payments on your notes.

Federal financial regulatory reform could have a significant impact on the servicer, the sponsor, the administrator, the depositor or the issuing entity and could adversely affect the timing and amount of payments on your notes

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) created a framework, known as the “Orderly Liquidation Authority” (“OLA”), for the liquidation of certain bank holding companies and certain of their subsidiaries in the event such a company is in default or in danger of default and the resolution of such a company under other applicable law would have serious adverse effects on financial stability in the United States, and created the Bureau of Consumer Financial Protection, known as the Consumer Financial Protection Bureau (the “CFPB”), an agency responsible for, among other things, administering and enforcing the laws and regulations for consumer financial products and services and conducting examinations of large banks and their affiliates for purposes of assessing compliance with the requirements of consumer financial laws.

The Dodd-Frank Act impacts the offering, marketing and regulation of consumer financial products and services offered by financial institutions. The CFPB has supervision, examination and enforcement authority over the consumer financial products and services of certain non-depository institutions and large insured depository institutions and their respective affiliates. See “Material Legal Aspects of the Receivables—Consumer Financial Protection Bureau” in this prospectus.

Compliance with the implementing regulations under the Dodd-Frank Act and the oversight of the SEC, CFPB or other government entities, as applicable, has imposed costs on, created operational constraints for, and placed limits on pricing of consumer products with respect to banks such as the sponsor. Because of the complexity of the Dodd-Frank Act, the ultimate impact of the Dodd-Frank Act and its effects on the financial markets and their participants will not be fully known for an extended period of time. In particular, requirements imposed by the Dodd-Frank Act may have a significant future impact on the servicing of the receivables, or on the regulation and supervision of the servicer, the sponsor, the depositor, the issuing entity and/or their respective affiliates.

In addition, the OLA framework could potentially apply to Capital One Financial Corporation (the “Corporation”) or its nonbank affiliates, the issuing entity or the depositor, and, if it were to apply, may result in a repudiation of any of the transaction documents where further performance is required or an automatic stay or similar power preventing the indenture trustee or other transaction parties from exercising their rights. This repudiation power could also affect certain transfers of receivables pursuant to the transaction documents as further described under

 

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“Material Legal Aspects of the Receivables—Dodd-Frank Orderly Liquidation Framework—FDIC’s Repudiation Power under OLA” in this prospectus.

Application of this OLA framework could materially adversely affect the timing and amount of payments of principal and interest on your notes.

On March 25, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), was signed into law. The CARES Act is extensive and significant legislation, and the potential impact of the CARES Act on the sponsor and its affiliates or on the obligors for the receivables is not yet known. It is possible that compliance with the implementing regulations under the CARES Act may impose costs on, or create operational constraints for, the sponsor and may have an adverse impact on the ability of the servicer to effectively service the receivables. Further, certain governmental authorities, including federal, state or local governments, could enact, and in some cases already have enacted, laws, regulations, executive orders or other guidance that allow obligors to forgo making scheduled payments for some period of time, require modifications to the receivables (e.g., waiving accrued interest), preclude creditors from exercising certain rights or taking certain actions with respect to collateral, including repossession or liquidation of the financed vehicles or mandate limited operations or temporary closures of the servicer or its vendors as “non-essential businesses” or otherwise.

FDIC receivership or conservatorship of CONA could result in delays in payments or losses on your notes

CONA is a national banking association and its deposits are insured by the Federal Deposit Insurance Corporation (“FDIC”). If CONA were to become insolvent, were to violate applicable regulations, or if other similar circumstances were to occur, the FDIC could be appointed receiver or conservator of CONA. As receiver or conservator, the FDIC would have various powers under the Federal Deposit Insurance Act, including the repudiation and automatic stay powers described under “Material Legal Aspects of the Receivables — Certain Matters Relating to Insolvency” in this prospectus. To limit the FDIC’s potential use of any of these powers, CONA has structured this transaction to take advantage of a special regulatory safe harbor that the FDIC has created, entitled “Treatment of financial assets transferred in connection with a securitization or participation.” This FDIC regulatory safe harbor, which we refer to as the “FDIC Rule,” contains four separate safe harbors for transactions; in this prospectus, we describe the safe harbor applicable to securitizations that do not qualify for sale accounting treatment. If the depositor were to sell all or nearly all of the certificates, then the sponsor would record the transfer of receivables as a sale under generally accepted accounting principles at the time of such sale. Consequently, we also describe the safe harbor applicable to securitizations that qualify for sale accounting treatment in this prospectus. The depositor does not expect to sell the certificates. See “Material Legal Aspects of the Receivables — FDIC Rule” in this prospectus. The FDIC Rule provides a greater degree of protection to noteholders in securitizations that qualify for sale accounting treatment. The FDIC Rule limits the rights of the FDIC, as conservator or receiver, to delay or prevent payments to noteholders in securitization transactions. For a description of the FDIC Rule’s requirements and effects, including the uncertainty regarding its application and interpretation, see “Material Legal Aspects of the Receivables —FDIC Rule” in this prospectus.

If the FDIC were to successfully assert that this transaction does not comply with the FDIC Rule and that the transfer of receivables under the purchase agreement was not a legal true sale, then the depositor would be treated as having made a loan to CONA, secured by the transferred receivables. If the FDIC repudiated that loan, the amount of compensation that the FDIC would be required to pay would be limited to “actual direct compensatory damages,” as discussed under “Material Legal Aspects of the Receivables — Certain Matters Relating to Insolvency” in this prospectus.

If the FDIC were appointed as conservator or receiver for CONA, the FDIC could:

 

•

require the issuing entity, as assignee of the depositor, to go through an administrative claims procedure to establish its rights to payments collected on the receivables; or

 

•

request a stay of proceedings to liquidate claims or otherwise enforce contractual and legal remedies against CONA; or

 

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repudiate without compensation CONA’s ongoing servicing obligations under a servicing agreement, such as its duty to collect and remit payments or otherwise service the receivables; or

 

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•

argue that the automatic stay prevents the indenture trustee and other transaction parties from exercising their rights, remedies and interests for up to ninety (90) days.

If the FDIC, as conservator or receiver for CONA, were to take any of the actions described above, payments and/or distributions of principal and interest on the notes could be delayed or reduced. See “Material Legal Aspects of the Receivables — Certain Matters Relating to Insolvency” in this prospectus.

Additionally, CONA’s accounting treatment of the transfer of receivables may also affect whether the issuing entity would be a covered subsidiary of CONA under the Orderly Liquidation Authority created pursuant to the Dodd-Frank Act and thus potentially subject to an FDIC receivership under that statute in addition to potentially being a debtor in a case under the Bankruptcy Code. See “—Federal financial regulatory reform could have a significant impact on the servicer, the sponsor, the administrator, the depositor or the issuing entity and could adversely affect the timing and amount of payments on your notes” above and “Material Legal Aspects of the Receivables — Certain Matters Relating to Insolvency” in this prospectus.

A depositor bankruptcy could delay or limit payments to you

Following a bankruptcy or insolvency of the depositor, a court could conclude that the receivables are owned by the depositor, instead of the issuing entity. This conclusion could be either because the court found that any transfer of the receivables was not a true sale or because the court found that the issuing entity should be treated as the same entity as the depositor for bankruptcy purposes. If this were to occur, you could experience delays in payments due to you or you may not ultimately receive all amounts due to you as a result of:

 

•

the automatic stay, which prevents a secured creditor from exercising remedies against a debtor in bankruptcy without permission from the court, and provisions of the United States Bankruptcy Code that permit substitution of collateral in limited circumstances;

 

•

tax or government liens on the depositor’s property (that arose prior to the transfer of the receivables to the issuing entity) having a prior claim on collections before the collections are used to make payments on the notes; or

 

•

the fact that the issuing entity and the indenture trustee may not have a perfected security interest in any cash collections of the receivables held by the servicer at the time that a bankruptcy proceeding begins.

For a discussion of how a bankruptcy proceeding of the depositor may affect the issuing entity and the notes, you should refer to “Material Legal Aspects of the Receivables—Certain Matters Relating to Insolvency” in this prospectus. For a discussion of how an insolvency proceeding of the sponsor may affect the issuing entity and the notes, you should refer to “Material Legal Aspects of the Receivables—Certain Matters Relating to Insolvency” in this prospectus.

Commingling of assets by the servicer could reduce or delay payments on the notes

The servicer will be required to deposit all collections and proceeds of the receivables collected during each collection period into the collection account within two (2) business days of receipt. Until these funds have been deposited into the collection account, the servicer may use and invest these funds at its own risk and for its own benefit and will not segregate them from its own funds. The indenture trustee may not have a perfected interest in these amounts, and thus payment could be delayed or reduced if the servicer were to become subject to a bankruptcy proceeding. Further, if the servicer were unable to remit such funds or if the servicer were to become a debtor or subject to a receivership under any insolvency laws, reductions or delays in payments on the notes could occur.

You may experience delays or reduction in payments on your notes following a servicer replacement event and replacement of the servicer

Upon the occurrence of a servicer replacement event, the indenture trustee, at the direction of holders of notes evidencing not less than a majority of the outstanding principal amount of the notes of the controlling class, will terminate the servicer. In addition, the holders of notes evidencing not less than a majority of the outstanding principal amount of the notes of the controlling class have the ability to waive any servicer replacement event.

 

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In the event of the removal of the servicer and the appointment of a successor servicer, we cannot predict:

 

•

the cost of the transfer of servicing to the successor servicer; or

 

•

the ability of the successor servicer to perform the obligations and duties of the servicer under the servicing agreement. Furthermore, there is no guarantee that a replacement servicer would be able to service the receivables with the same degree of skill as the servicer.

In addition, during the pendency of any servicing transfer or for some time thereafter, obligors may delay making their monthly payments or may inadvertently continue making payments to the predecessor servicer, potentially resulting in delays in payments on the notes. If, during this time, the servicer were to become subject to an insolvency or receivership proceeding, delays in payments on the notes and possible reductions in the amount of such payments could occur with respect to any cash collections held or received by the servicer at the time. See “—Risks related to the servicer and other transaction parties—FDIC receivership or conservatorship of CONA could result in delays in payments or losses on your notes.”

Because the servicing fee is structured as a percentage of the net pool balance of the receivables, the fee the servicer receives each month will be reduced as the size of the pool of receivables decreases over time. At some point, the amount of the servicing fee payable to the servicer may be considered insufficient by a potential replacement servicer, if servicing responsibilities are required to be transferred at a time when much of the net pool balance of the receivables has been repaid. Due to the reduction in servicing fee as described above, it may be difficult to find a replacement servicer. Consequently, the time it takes to effect the transfer of servicing to a replacement servicer under such circumstances may result in delays and/or reductions in the interest and principal payments on your notes.

Federal tax legislative proposals could impact your investment

New tax legislation is from time to time introduced in the U.S. Congress and current law may change. The issuing entity cannot be certain if, when or in what form any such new tax law may be enacted and whether any such law will apply to instruments issued earlier than the effective date of such law or to entities in existence earlier than the effective date of such law. It is possible that additional legislation could be introduced and enacted by the current U.S. Congress or future Congresses that could have an adverse impact on investors in the notes. We suggest prospective investors consult with their tax advisors as to the potential impact of legislative proposals.

RISKS RELATED TO THE ISSUANCE OF MULTIPLE CLASSES OF NOTES OR RETENTION OF NOTES.

Subordination of all classes of notes other than the Class A notes means that those classes are more sensitive to losses on the receivables and your share of losses may not be proportional

As described under “The Notes—Payments of Principal,” principal payments on the notes generally will be made to the holders of the notes sequentially so that no principal will be paid on any class of notes until each class of notes with an earlier final scheduled payment date has been paid in full. Additionally, after an event of default and acceleration of the notes, principal and interest on more senior classes will generally be paid prior to principal and interest on more junior classes of notes. As a result, a class of notes having a later final scheduled payment date is generally more likely to suffer the consequences of delinquent payments and defaults on the receivables than the classes of notes having an earlier final scheduled payment date.

Additionally, if there are insufficient amounts available to pay all classes of notes the amounts they are owed on any payment date or following an acceleration of the notes, delays in payments or losses will be suffered by the most junior outstanding class or classes of notes even as payment is made in full to more senior classes of notes.

There may be a conflict of interest among classes of notes

As described elsewhere in this prospectus, the holders of the most senior class of notes then outstanding will make certain decisions with regard to treatment of defaults by the servicer, acceleration of payments on the notes following an event of a default under the indenture and certain other matters. For example, upon the occurrence of an event of default relating to a payment default or certain events of bankruptcy, insolvency, receivership or liquidation with respect to the issuing entity, the holders of at least 66 2/3% of the outstanding principal amount of

 

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the notes of the controlling class may consent to the sale of the receivables even if the proceeds from such a sale would not be sufficient to pay in full the principal of and accrued interest on all outstanding classes of notes. See “The Indenture—Rights Upon Event of Default” in this prospectus. In addition, the failure of the issuing entity to pay interest on any class of notes will not constitute an event of default until that class is the controlling class at the time of the failure. Because the holders of different classes of notes may have varying interests when it comes to these matters, you may find that courses of action determined by other classes of noteholders do not reflect your interests but that you are nonetheless bound by the decisions of these other noteholders.

The failure to pay interest on the subordinated classes of notes is not an event of default, and the failure to make principal payments on any notes will generally not result in an event of default until the applicable final scheduled payment date

The indenture provides that failure to pay interest when due on the outstanding subordinated class or classes of notes – for example, for so long as any of the Class A notes are outstanding, the Class B notes, Class C notes and the Class D notes – will not be an event of default under the indenture. Under these circumstances, the holders of the subordinated classes of notes which are not the controlling class will not have any right to declare an event of default, to cause the maturity of the notes to be accelerated or to direct or consent to any remedial action under the indenture.

The amount of principal required to be paid to investors prior to the applicable final scheduled payment date set forth in this prospectus generally will be limited to amounts available for that purpose. Therefore, the failure to pay principal of a note generally will not result in an event of default under the indenture until the applicable final scheduled payment date or redemption date for the related class of notes.

Retention of some or all of one or more classes of notes by the depositor or an affiliate of the depositor may reduce the liquidity of the notes

In addition to the portion of each class of notes retained to satisfy the sponsor’s credit risk retention obligations, some or all of one or more classes of notes may be retained by the depositor or an affiliate of the depositor. Accordingly, the market for such a retained class of notes may be less liquid than would otherwise be the case. In addition, if any retained notes are subsequently sold in the secondary market, demand and market price for notes already in the market could be adversely affected. Additionally, if any retained notes are subsequently sold in the secondary market, the voting power of the noteholders of the outstanding notes may be diluted.

 

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RISKS RELATED TO CERTAIN FEATURES OF THE NOTES AND FINANCIAL MARKET DISRUPTIONS

The ratings of the notes may be withdrawn or lowered, or the notes may receive an unsolicited rating, which may have an adverse effect on the liquidity or the market price of the notes

Security ratings are not recommendations to buy, sell or hold the notes. Rather, ratings are an assessment by the applicable rating agency of the likelihood that any interest on a class of notes will be paid on a timely basis and that a class of notes will be paid in full by its final scheduled payment date. A rating is not a guarantee that the notes will perform as expected. Ratings do not consider the extent to which the notes will be subject to prepayment or the principal of any class of notes will be paid prior to the final scheduled payment date for that class of notes, nor do the ratings consider the prices of the notes or their suitability to a particular investor. A rating agency may revise or withdraw the ratings at any time in its sole discretion, including as a result of a failure by the sponsor to comply with its obligation to post information provided to the hired agencies on a website that is accessible by a rating agency that is not a hired agency. The ratings of any notes may be lowered by a rating agency (including the hired agencies) following the initial issuance of the notes as a result of losses on the related receivables in excess of the levels contemplated by a rating agency at the time of its initial rating analysis. Neither the depositor nor the sponsor nor any of their respective affiliates will have any obligation to replace or supplement any credit support, or to take any other action to maintain any ratings of the notes.

Accordingly, the ratings assigned to any note on the date on which the note is originally issued may be lowered or withdrawn by any rating agency at any time thereafter, and none of the sponsor, the depositor or any underwriter is obligated to inform investors (or potential investors) if there is any change in any rating provided by any hired agency. If any rating with respect to the notes is revised or withdrawn, the liquidity or the market value of your notes may be adversely affected.

It is possible that a rating agency not hired by the sponsor to rate the transaction or a particular class of notes may provide an unsolicited rating that differs from (or is lower than) the ratings provided by the hired agencies. As of the date of this prospectus, the depositor was not aware of the existence of any unsolicited rating provided (or to be provided at a future time) by any rating agency not hired to rate the transaction or a particular class of notes. However, an unsolicited rating may be issued prior to or after the closing date, and none of the sponsor, the depositor or any underwriter is obligated to inform investors (or potential investors) in the notes if an unsolicited rating is issued after the date of this prospectus. Consequently, if you intend to purchase notes, you should monitor whether an unsolicited rating of the notes has been issued by a non-hired rating agency and should consult with your financial and legal advisors regarding the impact of an unsolicited rating on a class of notes. If any non-hired rating agency provides an unsolicited rating that differs from (or is lower than) the rating provided by the hired agencies, the liquidity or the market value of your notes may be adversely affect affected.

Potential credit rating agency conflict of interest and regulatory scrutiny

It may be perceived that the rating agencies hired by us have a conflict of interest that may have affected the ratings assigned to the notes where, as is the industry standard and the case with the ratings of the notes, the sponsor, the depositor or the issuing entity pays the fees charged by the hired agencies for their rating services. The potential conflict of interest may in turn have an adverse effect on the market value of your notes and the ability to resell your notes.

Returns on your investments may be reduced by prepayments on the receivables, events of default, optional redemption of the notes or repurchases of receivables from the issuing entity

You may receive payments on your notes earlier than you expected for various reasons, including the reasons set forth below. You may not be able to invest the amounts paid to you earlier than you expected at a rate of return that is equal to or greater than the rate of return on your notes. The notes are not a suitable investment for you if you require a regular or predictable schedule of payments or payment on any specific date.

 

•

The rate of return of principal is uncertain. The amount of distributions of principal of your notes and the time when you receive those distributions depend in part on the amount in which and times at which obligors make principal payments on the receivables. Those principal payments may be regularly scheduled payments or unscheduled payments resulting from prepayments or defaults on the receivables. For example, the servicer may engage in marketing practices or promotions which may result in faster than expected payments on the

 

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receivables. Additionally, if the sponsor or the servicer is required to repurchase receivables from the issuing entity because of a breach of any applicable representation, warranty or covenant as described under “The Transfer Agreements, the Servicing Agreement, the Administration Agreement and the Asset Representations Review Agreement – Collection and Other Servicing Procedures” and “The Transfer Agreements, the Servicing Agreement, the Administration Agreement and the Asset Representations Review Agreement – Representations and Warranties,” payment of principal on the notes will be accelerated.

 

•

You may be unable to reinvest distributions in comparable investments. Asset-backed securities, like the notes, usually produce a faster return of principal to investors if market interest rates fall below the interest rates on the receivables and produce a slower return of principal if market interest rates rise above the interest rates on the receivables. As a result, you are likely to receive more money to reinvest at a time when other investments generally are producing a lower yield than that on your notes, and you are likely to receive less money to reinvest when other investments generally are producing a higher yield than that on your notes. You will bear the risk that the timing and amount of distributions on your notes will prevent you from attaining your desired yield.

 

•

An optional redemption of the notes or an event of default resulting in acceleration of the notes will shorten the life of your investment which may reduce your yield to maturity. If the receivables are sold to the servicer upon exercise of a “clean-up call” after the net pool balance has declined to 10% or less of the net pool balance as of the cut-off date, the issuing entity will redeem the notes then outstanding and you will receive the remaining principal amount of your notes plus accrued interest through the related payment date. Additionally, after an event of default, your notes may be repaid earlier than expected. Because your notes will no longer be outstanding, you will not receive the additional interest payments that you would have received had the notes remained outstanding. If you bought your notes at par or at a premium, your yield to maturity will be lower than it would have been if the “clean-up call” had not been exercised or if the notes had not been accelerated following an event of default. See “The Transfer Agreements, the Servicing Agreement, the Administration Agreement and the Asset Representations Review Agreement – Optional Redemption” in this prospectus.

Financial market disruptions and the absence of a secondary market for the notes could limit your ability to resell your notes

The notes will not be listed on any securities exchange. If you want to sell your notes you must locate a purchaser that is willing to purchase those notes. The underwriters intend to make a secondary market for the notes. The underwriters will do so by offering to buy the notes from investors who wish to sell. However, the underwriters will not be obligated to make offers to buy the notes or otherwise make a market for any class of notes, and may stop making offers at any time. A market for the offered notes may not develop, or if one does develop, it may not continue or it may not provide sufficient liquidity. In addition, the prices offered, if any, may not reflect prices that other potential purchasers would be willing to pay, were they to be given the opportunity. In addition, because the offered notes will be in book-entry form, this may reduce their liquidity in the secondary market since certain potential investors may be unwilling to purchase notes for which they cannot obtain physical notes.

Additionally, events in the domestic and global financial markets could affect the performance or market value of your notes and your ability to sell your notes in the secondary market. Recent and continuing events in such markets have caused, and may again cause, a significant reduction in liquidity in the secondary market for asset-backed securities. In particular, asset-backed securities backed by sub-prime receivables and asset-backed securities in the form of subordinate notes have experienced reduced liquidity. Such illiquidity can have a severely adverse effect on the prices of securities that are especially sensitive to prepayment, credit or interest rate risk, such as the notes. As a result, you may not be able to sell your notes when you want to do so or you may not be able to obtain the price that you wish to receive.

If your notes are in book-entry form, your rights can only be exercised indirectly, and a book-entry system may decrease liquidity and delay payment

Because your notes will initially be issued in book-entry form, you will be required to hold your interest in your notes through DTC in the United States, or Clearstream Banking Luxembourg S.A. (“Clearstream”) or Euroclear Bank S.A./NV as operator of the Euroclear System in Europe or Asia (“Euroclear”). Transfers of interests in the notes within DTC, Clearstream or Euroclear must be made in accordance with the usual rules and operating procedures of those systems. So long as the notes are in book-entry form, you will not be entitled to receive a

 

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definitive note representing your interest. The notes will remain in book-entry form except in the limited circumstances described under the caption “The Notes—Definitive Notes” in this prospectus. Unless and until the notes cease to be held in book-entry form, the related transaction parties will not recognize you as a holder of the related notes except in the limited circumstances relating to an investor vote with respect to an asset representations review as described under “The Transfer Agreements, the Servicing Agreement, the Administration Agreement and the Asset Representations Review Agreement—Asset Representations Review,” a request that the originator repurchase any of the receivables as described under “The Transfer Agreements, the Servicing Agreement, the Administration Agreement and the Asset Representations Review Agreement—Dispute Resolution,” and a request to the depositor to communicate with other noteholders as described under “The Notes—Noteholder Communication.”

As a result, you will only be able to exercise your rights as a noteholder indirectly through DTC (if in the United States) and its participating organizations, or Clearstream and Euroclear (in Europe or Asia) and their participating organizations.

Because transactions in the notes generally can be effected only through DTC, participants and indirect participants:

 

•

your ability to pledge or transfer your notes to your beneficial interest in notes to persons or entities that do not participate in DTC, Clearstream or Euroclear, or to otherwise take action relating to your beneficial interest in notes, may be limited due to the lack of a physical note;

 

•

you may experience delays in your receipt of payments with respect to your beneficial interest in notes because payments will be made by the indenture trustee, to Cede, as nominee for DTC, rather than directly to you, and DTC will then credit payments received from the issuing entity to the accounts of its participants which, in turn, will credit those amounts to noteholders either directly or indirectly through indirect participants; and

 

•

you may experience delays in your receipt of payments with respect to your beneficial interest in notes in the event of misapplication of payments by DTC, participants or indirect participants or bankruptcy or insolvency of those entities and your recourse will be limited to your remedies against those entities.

See “The Notes—General,” “—Delivery of Notes” and “—Book-Entry Registration and Tax Documentation Procedures” in this prospectus.

 

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USE OF PROCEEDS

The depositor will use the net proceeds from the offering of the offered notes:

 

•

to purchase the receivables from CONA;

 

•

to pay other expenses in connection with the issuance of the notes and certificates; and

 

•

to make the initial deposit into the reserve account.

The depositor or its affiliates may use a portion of the net proceeds of the offering of the offered notes to pay their respective debts and for general purposes. No expenses incurred in connection with the selection and acquisition of the pool assets are payable from the proceeds of the offering of the offered notes.

THE ISSUING ENTITY

Limited Purpose and Limited Assets

Capital One Prime Auto Receivables Trust 2021-1 is a statutory trust formed on December 10, 2019 under the laws of the State of Delaware by the depositor for the purpose of owning the receivables and issuing the notes. The issuing entity will be established and operated pursuant to a trust agreement. CONA will be the administrator of the issuing entity. The issuing entity will also issue one or more non-interest bearing certificates in a nominal aggregate principal amount of $100,000 representing the beneficial interest in the issuing entity, which are subordinated to the notes. Only the offered notes are being offered hereby, but the depositor may transfer all or a portion of the certificates to an affiliate or sell all or a portion of the certificates on or after the closing date. However, the portion of the certificates retained by the depositor to satisfy U.S. credit risk retention rules and for purposes of the SR Rules will not be sold, transferred or hedged except as permitted under, or in accordance with, those rules. See “The Sponsor—U.S. Credit Risk Retention,” “—Securitization Regulations” and “Legal Investments—Regulations for Certain EU and UK Regulated Persons and Affiliates.” On each payment date, the certificateholders will be entitled to any funds remaining on that payment date after all deposits and distributions of higher priority, as described in “The Transfer Agreements, the Servicing Agreement, the Administration Agreement and the Asset Representations Review Agreement —Priority of Payments” in this prospectus.

The issuing entity will engage in only the following activities:

 

•

acquiring, holding and managing the receivables and other assets of the issuing entity;

 

•

issuing the notes and the certificates and selling, transferring and exchanging the notes and the certificates;

 

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making payments on the notes and distributions on the certificates to the residual certificateholders;

 

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making deposits to and withdrawals, directly or indirectly, from the trust accounts;

 

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paying the organizational, start-up and transactional expenses of the issuing entity;

 

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assigning, granting, transferring, pledging, mortgaging and conveying the receivables and other assets of the issuing entity pursuant to the indenture;

 

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entering into and performing its obligations under the transaction documents to which it is a party; and

 

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taking any action necessary, suitable or convenient to fulfill the role of the issuing entity in connection with the foregoing activities or engaging in other activities as may be required in

 

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connection with conservation of the assets of the issuing entity and the making of payments on the notes and distributions on the certificates.

The issuing entity’s principal offices are in Wilmington, Delaware, in care of BNY Mellon Trust of Delaware, as owner trustee, at the address listed in “The Trustees—The Owner Trustee” below. The issuing entity’s fiscal year ends on December 31^st.

The issuing entity’s trust agreement, including its permissible activities, may be amended in accordance with the procedures described in “The Transfer Agreements, the Servicing Agreement, the Administration Agreement and the Asset Representations Review Agreement —Amendment Provisions” in this prospectus.

Capitalization and Liabilities of the Issuing Entity

The following table illustrates the expected assets of the issuing entity as of the closing date:

 

Net Pool Balance as of the Cut-off Date		$	1,356,483,994.50
Reserve Account – Initial Balance		$	3,391,209.99

The following table illustrates the expected liabilities of the issuing entity as of the closing date:

 

Class A-1 Asset Backed Notes		$	278,000,000.00
Class A-2 Asset Backed Notes		$	466,200,000.00
Class A-3 Asset Backed Notes		$	466,200,000.00
Class A-4 Asset Backed Notes		$	105,390,000.00
Class B Asset Backed Notes		$	13,565,000.00
Class C Asset Backed Notes		$	13,564,000.00
Class D Asset Backed Notes		$	13,564,000.00
Total		$	1,356,483,000.00

The Issuing Entity Property

The notes will be collateralized by the issuing entity property. The primary assets of the issuing entity will be the receivables, which are amounts owed by obligors under motor vehicle retail installment sale contracts used to purchase new and used automobiles, light-duty trucks, SUVs and vans.

The issuing entity property will consist of all the right, title and interest of the issuing entity in and to:

 

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the receivables acquired by the issuing entity from the depositor on the closing date and collections received after the cut-off date;

 

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the security interests in the financed vehicles and all certificates of title to those financed vehicles;

 

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all receivable files relating to the original motor vehicle retail installment sale contracts evidencing the financed vehicles;

 

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any proceeds from (1) claims on any theft and physical damage insurance policy maintained by or on behalf of an obligor providing coverage against loss or damage to or theft of the related financed vehicle, (2) claims on any credit life or credit disability insurance maintained by or on behalf of an obligor in connection with any receivable or (3) refunds in connection with extended service agreements relating to receivables which became Defaulted Receivables after the cut-off date;

 

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any other property securing the receivables;

 

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rights to amounts on deposit in the reserve account, the collection account, the principal distribution account and any other account established pursuant to the indenture or servicing

 

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agreement (other than the certificate distribution account) and all cash, investment property, and other property from time to time credited thereto and all proceeds thereof;

 

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rights under the sale agreement, the servicing agreement, the administration agreement, the purchase agreement; and

 

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the proceeds of any and all of the above.

The issuing entity will pledge the issuing entity property to the indenture trustee under the indenture. For a description of the sale and transfer of the issuing entity property as well as the creation, perfection and priority status of the security interest in that property in favor of the issuing entity, see “The Transfer Agreements, the Servicing Agreement, the Administration Agreement and the Asset Representations Review Agreement —Sale and Assignment of Receivables and Related Security Interests.”

Prior to formation, the issuing entity will have no assets or obligations. After formation, the issuing entity will not engage in any activity other than acquiring and holding the related receivables and the issuing entity property, issuing the related securities, distributing payments in respect thereof and any other activities described in this prospectus and in the trust agreement of the issuing entity. The issuing entity will not acquire any receivables or assets other than the issuing entity property.

THE TRUSTEES

The Owner Trustee

BNY Mellon Trust of Delaware is the “owner trustee” of the issuing entity under the trust agreement. BNY Mellon Trust of Delaware is a Delaware banking corporation and an affiliate of The Bank of New York Mellon, a New York banking corporation, which provides support services on its behalf in this transaction. Its principal place of business is located at 301 Bellevue Parkway, 3rd Floor, Wilmington, Delaware 19809, Attention: Corporate Trust Administration. BNY Mellon Trust of Delaware has acted as owner trustee on numerous asset-backed transactions (with The Bank of New York Mellon providing administrative support), including the structure of the transaction referred to herein. While the structure of each transaction may differ, BNY Mellon Trust of Delaware and The Bank of New York Mellon on its behalf are experienced in administering transactions of this kind. You may contact BNY Mellon Trust of Delaware by calling (302) 791-3610.

In the ordinary course of business, The Bank of New York Mellon is named as a defendant in or made a party to pending and potential legal actions. In connection with its role as trustee of certain residential mortgage-backed securitization (“RMBS”) transactions, The Bank of New York Mellon has been named as a defendant in a number of legal actions brought by RMBS investors. These lawsuits allege that the trustee had expansive duties under the governing agreements, including the duty to investigate and pursue breach of representation and warranty claims against other parties to the RMBS transactions. While it is inherently difficult to predict the eventual outcomes of pending actions, The Bank of New York Mellon denies liability and intends to defend the litigations vigorously.

The owner trustee’s liability in connection with the issuance and sale of the notes is limited solely to the express obligations of the owner trustee set forth in the trust agreement. The owner trustee will be paid a fee, as described in “The Transfer Agreements, the Servicing Agreement, the Administration Agreement and the Asset Representations Review Agreement—Fees and Expenses” in this prospectus, and will be indemnified against specified losses, liabilities or expenses incurred by the owner trustee in connection with the transaction documents, in each case, to the extent not paid by the servicer, by the issuing entity to the extent of Available Funds available therefor, as described in “The Transfer Agreements, the Servicing Agreement, the Administration Agreement and the Asset Representations Review Agreement—Priority of Payments” in this prospectus. To the extent these fees and indemnification amounts are not paid by the issuing entity, they will be payable by the servicer.

For a description of the roles and responsibilities of the owner trustee, see “—Role of the Owner Trustee and Indenture Trustee” and “The Transfer Agreements, the Servicing Agreement, the Administration Agreement and the Asset Representations Review Agreement—Indemnification of the Indenture Trustee and the Owner Trustee” in this prospectus.

 

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Resignation or Removal of the Owner Trustee

The owner trustee may resign at any time, in which event the administrator and the depositor, acting jointly, will be obligated to appoint a successor owner trustee. The depositor and administrator may also remove the owner trustee if:

 

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the owner trustee ceases to be eligible to continue as owner trustee under the trust agreement; or

 

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the owner trustee becomes insolvent or is otherwise incapable of acting.

In such circumstances, the depositor and the administrator, acting jointly, must appoint a successor owner trustee. Any resignation or removal and appointment of a successor owner trustee will not become effective until the successor owner trustee accepts its appointment and the payment of all fees and expenses owed to the outgoing owner trustee. The depositor will provide (or cause to be provided) notice of such resignation or removal to the rating agencies hired to rate the securities.

The Indenture Trustee

Wilmington Trust, National Association (“WTNA”) — also referred to herein as the “indenture trustee” — is a national banking association with trust powers incorporated under the federal laws of the United States. The indenture trustee’s principal place of business is located at 1100 North Market Street, Wilmington, Delaware 19890. WTNA is an affiliate of Wilmington Trust Company and both WTNA and Wilmington Trust Company are subsidiaries of M&T Bank Corporation. Since 1998, Wilmington Trust Company has served as trustee in numerous asset-backed securities transactions involving auto loans.

WTNA is subject to various legal proceedings that arise from time to time in the ordinary course of business. WTNA does not believe that the ultimate resolution of any of these proceedings will have a materially adverse effect on its services as indenture trustee.

The indenture trustee will make each monthly statement available to the noteholders via the indenture trustee’s website at http://www.wilmingtontrustconnect.com. For assistance with regard to this service, investors may call the indenture trustee’s corporate trust office at (866) 829-1928.

The indenture trustee’s duties are limited to those duties specifically set forth in the indenture. The servicer will be responsible for paying the indenture trustee’s fees and for indemnifying the indenture trustee against specified losses, liabilities or expenses incurred by the indenture trustee in connection with the transaction documents.

For a description of the roles and responsibilities of the indenture trustee, limitation of liability and indemnity provisions applicable to the indenture trustee, and provisions governing resignation and removal of the indenture trustee, see “The Indenture,” “The Transfer Agreements, the Servicing Agreement, the Administration Agreement and the Asset Representations Review Agreement” and “—Role of the Owner Trustee and Indenture Trustee” in this prospectus.

Role of the Owner Trustee and Indenture Trustee

Neither the owner trustee nor the indenture trustee will make any representations as to the validity or sufficiency of the sale agreement, the servicing agreement, the trust agreement, the administration agreement, the indenture, the asset representations review agreement, the notes, the certificates or any related receivables or related documents. As of the closing date, neither the owner trustee nor the indenture trustee will have examined the receivables. If no event of default has occurred under the indenture, the owner trustee and indenture trustee will be required to perform only those duties specifically required of them under the servicing agreement, the trust agreement, the administration agreement or the indenture, as applicable. Generally, those duties are limited to the receipt of the various certificates, reports or other instruments required to be furnished to the owner trustee or indenture trustee under the servicing agreement, the administration agreement, or the indenture, as applicable, the making of payments or distributions to noteholders and certificateholders in the amounts specified in certificates provided by the servicer.

 

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The owner trustee and the indenture trustee will be under no obligation to exercise any of the issuing entity’s powers or powers vested in it by the sale agreement, the servicing agreement, trust agreement or indenture, as applicable, or to make any investigation of matters arising thereunder or to institute, conduct or defend any litigation thereunder or in relation thereto at the request, order or direction of any of the noteholders (other than requests, demands or directions relating to an asset representations review as described under “The Transfer Agreements, the Servicing Agreement, the Administration Agreement and the Asset Representations Review Agreement —Asset Representations Review” or to the investors’ rights to communicate with other investors described under “The Indenture— Noteholder Communication; Lists of Noteholders”), unless those noteholders have offered to the owner trustee or the indenture trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses and liabilities which may be incurred therein or thereby.

The owner trustee and the indenture trustee, and any of their affiliates, may hold securities in their own names. In addition, for the purpose of meeting the legal requirements of local jurisdictions or for the enforcement or conflict of interest matters, the owner trustee and indenture trustee, in some circumstances, acting jointly with the depositor or the servicer, respectively, will have the power to appoint co-trustees or separate trustees of all or any part of the issuing entity property. In the event of the appointment of co-trustees or separate trustees, all rights, powers, duties and obligations conferred or imposed upon the owner trustee or indenture trustee by the sale agreement, the servicing agreement, the trust agreement, the administration agreement or the indenture, as applicable, will be conferred or imposed upon the owner trustee or indenture trustee and the separate trustee or co-trustee jointly, or, in any jurisdiction in which the owner trustee or indenture trustee is incompetent or unqualified to perform specified acts, singly upon the separate trustee or co-trustee who will exercise and perform any rights, powers, duties and obligations solely at the direction of the owner trustee or indenture trustee.

CONA, the servicer and the depositor may maintain other banking relationships with the owner trustee and indenture trustee in the ordinary course of business.

The owner trustee and indenture trustee will be entitled to certain fees and indemnities described under “The Transfer Agreements, the Servicing Agreement, the Administration Agreement and the Asset Representations Review Agreement —Fees and Expenses” in this prospectus.

THE DEPOSITOR

The depositor, Capital One Auto Receivables, LLC, a wholly-owned special purpose subsidiary of CONA, was formed on January 26, 2001 as a Delaware limited liability company. The principal place of business of the depositor is at 1600 Capital One Drive, Room 27907B, McLean, Virginia 22102. The depositor was formed to purchase, accept capital contributions of or otherwise acquire motor vehicle retail installment sale contracts and motor vehicle loans; to own, sell, and assign the receivables; and to issue and sell one or more securities. Since its inception, the depositor has been engaged in these activities solely as (i) the purchaser of receivables from CONA pursuant to purchase agreements, (ii) the seller of receivables to securitization trusts pursuant to sale agreements, (iii) the depositor that formed various securitization trusts pursuant to trust agreements and (iv) the entity that executes underwriting agreements and purchase agreements in connection with issuances of asset-backed securities.

THE SPONSOR

CONA will be the sponsor that initiates and organizes the issuance by the issuing entity of the notes (in such capacity, the “sponsor”).

CONA is a national banking association, and a wholly-owned direct subsidiary of Capital One Financial Corporation (the “Corporation”), a bank holding company incorporated in Delaware on July 21, 1994. CONA’s principal executive offices are located at 1680 Capital One Drive, McLean, Virginia, 22102. CONA is a commercial bank offering a wide range of banking services to its customers. CONA is a member of the Federal Reserve System, and its deposits are insured up to the applicable limits by the Federal Deposit Insurance Corporation (the “FDIC”).

The Corporation is a financial holding company with assets totaling approximately $424 billion as of June 30, 2021. The various subsidiaries of the Corporation, including CONA, market a variety of financial products and services.

 

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Capital One Auto Finance, Inc. (“COAF”) was previously a wholly-owned subsidiary of CONA. On March 3, 2011, COAF merged with and into CONA and CONA was the surviving entity as a result of that merger. The operations of COAF continue as they did prior to the merger, but COAF is now a division of CONA. COAF has sponsored multiple securitizations of “prime” motor vehicle receivables in the past, but has not sponsored any such securitizations since 2007. CONA’s experience in and overall procedures for originating or acquiring prime receivables is described under “The Originator.” No securitizations sponsored by CONA have defaulted or experienced an early amortization triggering event.

CONA has participated in the structuring of the transaction described in this prospectus and has originated the receivables to be assigned to the issuing entity. CONA is responsible for servicing the receivables included in the receivables pool as described below. CONA is also the administrator of the issuing entity.

Capital One Securities, Inc., one of the underwriters, is an affiliate of the sponsor.

U.S. Credit Risk Retention

Pursuant to Regulation RR, CONA, as the sponsor, is required to retain an economic interest in the credit risk of the receivables, either directly or through a majority-owned affiliate. CONA intends to satisfy this obligation through the retention by CONA of an “eligible vertical interest” of at least 5% of each class of notes and the retention by the depositor of at least 5% of the certificates to be issued by the issuing entity.

The retained eligible vertical interest will take the form of at least 5% of each class of notes and certificates issued by the issuing entity, though CONA or one or more of its majority-owned affiliates may retain more than 5% of one or more classes of notes or of the certificates. The material terms of the notes are described in this prospectus under “The Notes.” The notes of each class retained by CONA or one or more of its majority-owned affiliates (which for EU risk retention purposes and UK risk retention purposes will be a wholly-owned special purpose subsidiary of CONA) as part of the “eligible vertical interest” will have the same terms as all other notes in that class, except that such retained notes will not be included for purposes of determining whether a required percentage of any class of notes have taken any action under the indenture or any other transaction document, as described in “The Notes—Notes Owned by Transaction Parties.” As described under “The Transfer Agreements, the Servicing Agreement, the Administration Agreement and the Asset Representations Review Agreement—Priority of Payments” and “The Indenture—Priority of Payments Will Change Upon Events of Default that Result in Acceleration” below, distributions to holders of the issuing entity’s certificates on any payment date are subordinated to all payments of principal and interest on the notes by the issuing entity. On any payment date on which the issuing entity has insufficient funds to make all of the distributions described under “The Transfer Agreements, the Servicing Agreement, the Administration Agreement and the Asset Representations Review Agreement—Priority of Payments,” any resulting shortfall will, through operation of the priority of payments, reduce amounts distributable to the holders of the certificates prior to any reduction in the amounts payable for interest on, or principal of, any class of notes. The other material terms of the certificates are described in this prospectus under “Summary of Terms—The Certificates.”

In accordance with Regulation RR, if the amount of the eligible vertical interest retained at closing is materially different from the amount described above, within a reasonable time after the closing date we will disclose that material difference. This disclosure will be included in the first 10-D filed by the depositor after the closing date.

Securitization Regulations

For further information on the matters referred to below, and the corresponding risks, see “Legal Investment—Requirements for Certain EU and UK Regulated Persons and Affiliates” in this prospectus.

On the closing date, CONA will covenant and agree, with reference to the EU Securitization Regulation and the UK Securitization Regulation, in each case, as in effect and applicable on the closing date, that:

 

(a)

CONA, as an “originator” (as such term is defined for purposes of each of the Securitization Regulations), will retain, upon the issuance of the notes and on an ongoing basis for so long as the notes remain outstanding, a material net economic interest (the “Retained Interest”) of not less than 5% in the securitization transaction described in this prospectus, in the form of retention of at least 5% of the nominal

 

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value of each of the tranches sold or transferred to investors in accordance with the text of option (a) of Article 6(3) of the EU Securitization Regulation and option (a) of Article 6(3) of the UK Securitization Regulation, by holding (i) at least 5% of the nominal value of each class of notes and (ii) all the membership interest in the depositor (or one or more other wholly-owned special purpose subsidiaries of CONA), which in turn will hold at least 5% of the nominal value of the certificates;

 

(b)

CONA will not (and will not permit the depositor or any of its other affiliates to) hedge or otherwise mitigate its credit risk under or associated with the Retained Interest, or sell, transfer or otherwise surrender all or part of the rights, benefits or obligations arising from the Retained Interest, except, in each case, to the extent permitted by the SR Rules;

 

(c)	CONA will not change the manner or form in which it retains the Retained Interest while any of the offered notes are outstanding, except as permitted by the SR Rules; and

 

(d)	CONA will provide ongoing confirmation of its continued compliance with its obligations in clauses (a), (b) and (c) above in or concurrently with the delivery of each monthly report to noteholders.

Article 6(1) of the EU Securitization Regulation and Article 6(1) of the UK Securitization Regulation each provide that an entity shall not be considered an “originator” within the meaning thereof if it has been established or operates for the sole purpose of securitizing exposures. In this regard, see in particular, “The Sponsor” and “The Originator” in this prospectus for information with regard to CONA’s business and related operations. With regard to CONA’s credit-granting criteria and processes, see “The Originator – Credit Risk Management” in this prospectus.

The transaction described in this prospectus is not being structured to ensure compliance by any person with the transparency requirements in Article 7 of the EU Securitization Regulation or Article 7 of the UK Securitization Regulation. In particular, neither CONA nor any other party to the transaction described in this prospectus shall be required to produce any information or disclosure for purposes of Article 7 of the EU Securitization Regulation or Article 7 of the UK Securitization Regulation, or to take any other action in accordance with, or in a manner contemplated by, such articles.

Except as described herein, no party to the transaction described in this prospectus is required by the transaction documents, or intends, to take or refrain from taking any action with regard to such transaction in a manner prescribed or contemplated by the SR Rules, or to take any action for purposes of, or in connection with, facilitating or enabling compliance by any person with the applicable Investor Requirements and any corresponding national measures that may be relevant.

Each prospective investor that is an Affected Investor is required to independently assess and determine whether the agreement by CONA to retain the Retained Interest as described above and the information provided in this prospectus generally, or otherwise to be provided to noteholders, are or will be sufficient for the purposes of such prospective investor’s compliance with the applicable Investor Requirements and any corresponding national measures that may be relevant. Prospective investors that are Affected Investors should be aware that the interpretation of the applicable Investor Requirements remains uncertain and that supervisory authorities and national regulators may have different views of how the applicable Investor Requirements, should be interpreted and those views are still evolving.

None of CONA, the depositor, the issuing entity, the underwriters, the indenture trustee, their respective affiliates nor any other party to the transactions described in this prospectus (a) makes any representation that the agreement by CONA to retain the Retained Interest as described above or any information provided in this prospectus generally, or otherwise to be provided to noteholders, are or will be sufficient in all circumstances for purposes of any person’s compliance with the applicable Investor Requirements and any corresponding national measures that may be relevant, or with any other applicable legal, regulatory or other requirements, or that the structure of the notes, CONA (including its holding of the Retained Interest) and the transactions described herein are otherwise compliant with the SR Rules or any other applicable legal, regulatory or other requirements; (b) shall have any liability to any person with respect to any deficiency in such agreement or any such information, or with respect to any person’s failure or inability to comply with the applicable Investor Requirements and any corresponding national measures that may be relevant, or with any other applicable legal, regulatory or other requirements (other than, in each case, any liability arising under a transaction document as a result of a breach by

 

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such person of that transaction document); or (c) shall have any obligation to enable any person to comply with the applicable Investor Requirements and any corresponding national measures that may be relevant, or with any other applicable legal, regulatory or other requirements, or any other obligation with respect to the SR Rules (other than, in each case, the specific obligations undertaken and/or representations made by CONA in that regard under the transaction documents).

THE ORIGINATOR

CONA originated all the receivables that will be included in the transaction described in this prospectus by purchasing motor vehicle retail installment sale contracts from dealers pursuant to dealer agreements between CONA and the dealers. The receivables pool will be made up of motor vehicle retail installment sale contracts with obligors classified as “prime” by CONA. The following is a description of the origination, underwriting and servicing procedures used by CONA with respect to the receivables originated by CONA and transferred to the issuing entity.

The standard receivable purchased by CONA is a fully amortizing, level payment receivable with the portion of principal and interest of each level payment determined on the basis of the simple interest method. The contract term is determined by a number of factors, including age and mileage of the financed vehicle and obligor preference. Interest rates may be determined on the basis of the credit history of the applicant, as well as the terms of the receivable itself and CONA’s cost of funds. The interest rate is limited by the state’s maximum applicable interest rate of the state law applicable to that transaction (usually that of the obligor’s home state) at the time of origination.

CONA provides vehicle financing to consumers indirectly through automotive dealerships. Motor vehicle retail installment sale contracts for new and used vehicles are purchased and originated through motor vehicle dealers (“dealers”), with dealerships in 48 states. Such motor vehicle retail installment sale contracts are referred to as “contracts.” Each contract is secured by a financed vehicle. Each dealer is required to meet certain minimum standards and is subject to periodic review and evaluation in connection with CONA’s dealer management policies.

All participating dealers must execute a dealer agreement with CONA that, among other things, sets out the guidelines and procedures of the purchasing and origination process. A dealer that originates contracts for CONA has made representations and warranties with respect to the contracts and the security interests in the motor vehicles relating thereto. These representations and warranties typically relate to the origination of a receivable and the security interest in the related financed vehicle and not to the collectability of the receivable or the creditworthiness of the related obligor. Upon a breach of any representation or warranty made by a dealer with respect to a receivable, these dealer agreements generally give CONA the right to require the dealer to repurchase the contract.

Once an application has been approved by CONA and the contract is submitted by the dealer, the contract is transferred to CONA’s funding department for review. All required information regarding the borrowers and the financed vehicles is processed in the funding department. After the funding review and verification process is completed, the amount financed minus the appropriate fees is transferred to the dealer and the dealer participation is held in reserve to be paid out on a monthly basis. In some circumstances, before or after the transfer of the proceeds to the dealer, CONA will verify certain information such as proof of income, social security number and employment history. In limited circumstances, CONA may also confirm with the obligor that the motor vehicle was delivered and verify information about the vehicle, such as the make, model and accessories. If CONA discovers that the person (or persons) in possession of the financed vehicle is not the obligor (or co-obligor) under the contract, CONA may ask the dealer to repurchase that contract. If the motor vehicle was not delivered or was returned, or if the motor vehicle delivered to the obligor does not match the description provided to CONA of the motor vehicle that secures the contract, the proceeds may be returned to CONA by the dealer.

 

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Underwriting

Each application related to a contract is obtained from an applicant by a dealer, forwarded by the dealer to CONA and underwritten by CONA in accordance with CONA’s established underwriting policies. In some cases, an applicant may be pre-qualified by CONA through its online “Auto Navigator” website or other third-party websites prior to visiting a dealer; however, even for pre-qualified applicants, a dealer will still forward an application related to a specific contract to CONA for underwriting in accordance with CONA’s underwriting policies. These underwriting policies are intended to assess the applicant’s ability and willingness to repay the amounts due on the contract and to establish the adequacy of the financed vehicle as collateral. The following is a description of CONA’s underwriting processes as it relates to motor vehicle retail installment sale contracts acquired by CONA from dealers.

To evaluate the potential purchase of a receivable from a dealer, CONA must receive a completed credit application, which includes general information about the applicant such as the applicant’s liabilities, income, employment history and other personal information bearing on the decision to extend credit. In addition, specific information with respect to the motor vehicle to be financed that secures or will secure the contract is required to assess the adequacy of the financed vehicle as collateral. Credit applications are not made on forms provided by CONA. An electronic credit report is requested for all applicants and is used in conjunction with the applicant’s personal financial data and CONA’s proprietary scoring model to underwrite the receivables.

Through its underwriting and risk-based pricing system, CONA is able to underwrite applications across a broad credit spectrum. In almost all cases, CONA’s underwriting decisions are based on various standards that are intended to assess the obligor’s ability to repay all amounts due under the contract, the current and expected value of the related financed vehicle and adequacy as collateral and deal characteristics such as contract term. Underwriting decisions are made primarily on quantitative analysis of the applicant’s credit history and monthly income, the principal amount and term of the receivable and the age, type and market value of the related financed vehicle. Credit approval guidelines are comprised of numerous evaluation criteria, including credit history, employment stability, credit score, collateral characteristics (e.g., make, model, mileage) and deal characteristics and, as the primary criteria, CONA’s proprietary scoring model discussed below. CONA may require receipt of supplementary documents such as proof of income and proof of residence.

The underwriting criteria developed by CONA is implemented for each application submitted using a proprietary scoring model that has enabled CONA to automate the credit decisioning process. In evaluating the potential purchase of a receivable, the proprietary process will indicate automatically whether the related credit application should be approved. The standards (such as contract term, loan-to-value ratio and payment-to-income ratio) utilized by the model may be adjusted pursuant to the terms of the underwriting criteria to reflect the applicable circumstances of a particular obligor and the related receivable. For example, the underwriting criteria may allow a higher loan-to-value ratio for an obligor with a lower payment-to-income ratio. CONA may conduct additional verification investigations as it deems necessary. In 2018, CONA developed an enhancement to its credit scoring model, which was implemented in a phased approach and was fully employed in the origination process in the first quarter of 2019. CONA anticipates that it will continue making additional enhancements and modifications to its proprietary scoring model over time to optimize its predictive performance.

CONA’s set of established underwriting policies and use of its automated system are intended to provide a consistent basis for credit decisions, but do not completely supersede all judgmental aspects of the credit decisioning process. CONA has limited ability to approve a credit application that does not otherwise qualify for an approval under the underwriting criteria. In limited circumstances, certain contracts may not be within the parameters of the underwriting policies and may be approved by CONA personnel with appropriate credit authority as an exception to the underwriting criteria based on a judgmental evaluation. CONA’s credit risk management monitors exceptions to the underwriting criteria continuously using an automated tracking tool. None of the receivables to be sold to the issuing entity on the closing date were approved as an exception to CONA’s underwriting criteria.

The underwriting criteria are continuously reviewed and updated in response to macro-economic conditions, business strategy and/or portfolio performance. CONA does not expect that any previous modifications or enhancements to its underwriting criteria would result in performance of the receivables in the pool to be materially worse than (i) performance of the vintage pools set forth on Appendix A or (ii) performance of the prior securitized pool set forth in Appendix B. See “The Receivables Pool—Static Pool Data.”

 

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With respect to those applications that are approved, the amount and terms of the financing to be offered vary based on, among other things, the credit quality of the applicant, vehicle make, model and age and loan-to-value ratio. The underwriting decision is communicated to the dealer by telephone, a proprietary electronic system or industry-standard electronic means, specifying approval, counter-offer, denial or a need for additional information with respect to the application or proposed contract. If the response requires satisfaction of stipulations as a condition of the approval, these are communicated to the dealer. If CONA is the chosen source of financing by the dealer, CONA will require the dealer to provide appropriate documentation as a condition of funding, which may include, but is not limited to, the following:

 

•

a credit application;

 

•

the fully executed original, electronically authenticated original or authoritative copy of the contract (in each case within the meaning of the UCC);

 

•

a title application or guarantee of title; and

 

•

any additional documentation or stipulations as required by CONA.

Generally, a file relating to the receivable is forwarded to a funder for a pre-funding review. The funder then reviews the documents for completeness, including the fulfillment of any stipulation and consistency with the application and provides final approval for purchase of the receivable once these requirements have been satisfied. A stipulation is a requirement placed on an approval that does not alter the underlying terms of the contract and is applied during the underwriting or funding process, and may be waived by CONA personnel with the requisite level of authority.

CONA regularly makes a detailed analysis of its portfolio of receivables to evaluate the effectiveness of CONA’s underwriting guidelines. If external economic factors, credit delinquencies or credit losses change, CONA may adjust its underwriting criteria (including deal terms). Additionally, CONA requires dealers to meet certain minimum standards and periodically reviews and evaluates dealers in connection with CONA’s dealer management policies. Deviations by the dealer may trigger investigations by CONA of the dealer in accordance with its dealer management policies. In some circumstances (e.g., the dealer materially breaches its dealer agreement with CONA), CONA may terminate the dealer relationship and/or may sell contracts back to the originating dealer.

Tangible and Electronic Contracting

Receivables contracts are originated in either tangible or electronic form by a dealer. Approximately 29.65% of the receivables in the receivables pool were originated as electronic contracts.

In the case of dealer-originated receivables evidenced by tangible contracts, contract packages are sent by the dealers directly to CONA’s third party document processor. Upon receipt of the tangible contract documentation, that third-party reviews the contract packages for proper documentation and regulatory compliance. CONA’s third-party document processor also electronically scans key documentation to create electronic images and electronically uploads those images into CONA’s origination system of record. After imaging and reviewing the tangible contract documentation, the original documents are sent to CONA by a third party and stored in a fire-resistant vault located on the premises of and managed directly by CONA. Once CONA receives the key documentation from the third party, CONA’s receivables processing department again reviews the documentation for certain specific regulatory compliance items.

In the case of receivables evidenced by electronic contracts, CONA has contracted with two third parties to facilitate the process of creating and storing those electronic contracts. Each third party’s technology system permits transmission, storage, access and administration of electronic contracts and is comprised of proprietary and third-party software, hardware, network communications equipment, lines and services, computer servers, data centers, support and maintenance services, security devices and other related technology materials that enable electronic contracting in the automobile financing industry. Each third party’s system allows for the transmission, storage, access and administration of electronic contracts. Through use of the third party’s system, a dealer originates electronic retail installment sale contracts and then transfers these electronic contracts to CONA. The third-party system uses a combination of technological and administrative features that are designed to: (i) designate a single copy of the record or records comprising an electronic contract as being the single authoritative copy of the

 

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receivable; (ii) manage access to and the expression of the authoritative copy; (iii) identify CONA as the owner of record of the authoritative copy and (iv) provide a means for transferring record ownership of, and the exclusive right of access to, the authoritative copy from the current owner of record to a successor owner of record. The determination of which of the two contracted third parties is used to create and store an electronic contract is dependent upon the originating dealer’s preferences and systems. Once dealer-originated receivables are cleared for funding, the funds are transferred, electronically or via check, to the dealer.

THE SERVICER

COAF was previously a wholly-owned subsidiary of CONA. COAF began servicing motor vehicles receivables in 2001. On March 3, 2011, COAF merged with and into CONA and CONA was the surviving entity as a result of that merger. The operations of COAF continue as they did prior to the merger, but COAF is now a division of CONA. CONA, operating through its Capital One Auto Finance division, will be the servicer. As of June 30, 2021, the aggregate amount of retail installment sale contracts and installment loans serviced by CONA that were originated directly or acquired by CONA and its affiliates (including predecessors in interest) is approximately $72billion.

The tables set forth below under “The Receivables Pool—Delinquencies, Repossessions and Net Credit Losses” summarize the delinquency, repossession and loss experience of the portfolio of automobile contracts originated through motor vehicle dealers, classified as “prime” and owned and serviced by CONA and which are considered eligible for securitization in the COPAR program based on CONA’s internal scoring model.

The following is a description of CONA’s servicing procedures as they relate to its “prime” contracts originated through motor vehicle dealers, which includes all of the receivables included in this transaction. CONA originates across a broad credit spectrum through a variety of channels, and may have different servicing procedures for other credit tiers and channels.

CONA regularly tests new servicing strategies on a small portion of its managed portfolio of auto receivables to develop and refine its servicing practices. CONA has made and continues to make adjustments to its customary servicing practices over time, particularly in the areas of collections timing, collections intensity, repossession timing and business processes and workflow. Common areas tested also include collections intensity, extension eligibility and repossessed vehicle liquidation methods. Most of these adjustments are introduced on a limited and controlled trial basis and may be implemented program-wide after CONA determines that those adjustments will result in an overall improvement in servicing and collections. The servicer’s specific servicing policies and practices may change over time.

Pursuant to the servicing agreement, the servicer will service the receivables on behalf of the issuing entity in accordance with the servicing agreement and in accordance with its customary servicing practices, using the degree of skill and attention that the servicer exercises with respect to all comparable motor vehicle receivables that it services for itself or others. The servicer will have full power and authority to do any and all things in connection with servicing, collecting, enforcing and administering the receivables in accordance with its customary servicing practices, subject to certain limitations described in the servicing agreement. The servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the receivables as and when the same become due in accordance with its customary servicing practices. The servicer will be responsible for determining the allocations of collections and other funds for the issuing entity to make payments on the notes and other liabilities of the issuing entity and directing the trustees and paying agents for the issuing entity to make such payments. The servicer will also be responsible for providing monthly reports and filing periodic reports with the SEC. The servicer is permitted to delegate any or all of its servicing duties to its affiliates, or specific duties to unaffiliated parties, provided that the servicer will remain obligated and liable for the performance of any duties that it delegates to another entity as if the servicer alone were servicing the receivables.

See “The Transfer Agreements, the Servicing Agreement, the Administration Agreement and the Asset Representations Review Agreement” for a description of the servicing agreement and the various duties under servicing agreement.

 

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Servicing

CONA, as the servicer, will be responsible for managing, administering, servicing and making collections on the receivables which may include, among other tasks and subject in all cases to the servicer’s customary servicing practices:

 

•

Customer service: responding to obligor inquiries, providing obligors with payment and balance information, document file and account record keeping, vehicle title processing, collection and posting of payments, and processing rebates for cancelled products financed through the receivable.

 

•

Collections: monitoring delinquencies, initiating collections activities, pursuing collateral remedies including skip tracing, repossession, and liquidation of repossessed vehicles.

 

•

Loss Mitigation: recovery of deficiency balances, servicing of accounts in bankruptcy, and legal recourse to foreclose upon the financed vehicle when self-help repossession efforts have failed.

 

•

Trust-related activities: furnishing monthly and annual statements to the indenture trustee with respect to distributions on securitization transactions.

Customer service

The servicer uses multiple technologies to provide customer service. For inbound calls from obligors, the servicer uses smart call routing to identify if the call is a collections or customer service call and to route that call to the appropriate department. With limited exceptions, the servicer also maintains an escalations group to handle calls requiring specialized handling. Obligors have the ability to perform basic servicing functions for their own accounts through a secure on-line environment or mobile application, and the servicer anticipates customary ongoing technological advancements. Obligors may make payments through a variety of methods, which may be modified from time to time, including mail payments, automatic withdrawal, the mobile application, wire transfer, check-by-phone both through an inbound voice response unit, through a live associate and through debit card with a third party service provider. The servicer also utilizes third-parties to provide services such as payment processing, insurance processing, bankruptcy processing, title perfection services and recovering deficiency balances.

Collections

The servicer utilizes several methods to contact delinquent customers including telephone contact, letters, e-mail, telephone messages and automated systems such as computer controlled telephone dialing systems to increase the number of delinquent accounts that can be managed by each collector. The servicer also utilizes third-parties to provide certain collections services.

The servicer’s collection system provides relevant obligor information and records of all receivables. The system also maintains a record of an obligor’s promise to pay and affords supervisors the ability to review collection personnel activity and to modify collection priorities with respect to contracts. The servicer may charge (or waive, in its discretion) late fees and other administrative fees or similar charges allowed by applicable law with respect to any receivable.

Extensions and Modifications

Willingness to Adjust Contract Terms: Contract extensions are considered an acceptable means of bringing delinquent accounts into current status. In some circumstances, the servicer, in its own discretion, may permit an extension on or deferral of payments due on receivables on a case-by-case basis or may permit extensions or deferrals more broadly in accordance with its customary servicing practices, for example, in connection with a natural disaster affecting a large group of obligors. Extensions and modifications are governed by strict guidelines, which may be changed from time to time, in accordance with the servicer’s customary servicing practices and are not granted to forestall an inevitable loss.

Timelines for Activation of other Collection Remedies: The decision to repossess the collateral generally depends upon the delinquency status and other risk characteristics of the account. The servicer will generally initiate

 

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repossession of the financed vehicle based on a proprietary algorithm which takes into account the number of days the account is delinquent and certain other factors relating to the receivable and the obligor.

Loss Mitigation

Repossessions are conducted by third parties selected by the servicer who are engaged in the business of repossessing vehicles for secured parties. The servicer has relationships with a wide range of repossession agencies across the country that are familiar with the unique repossession laws of the jurisdictions in which they operate. When motor vehicles are repossessed, they are generally sold in various auctions across the country. Upon repossession and sale of a financed vehicle, the servicer will determine whether to pursue a deficiency judgment in accordance with its customary servicing practices and the requirements of applicable law. However, a deficiency judgment would be a personal judgment against the obligor, and a defaulting obligor generally would have few sources of income available to pay a deficiency judgment, as discussed below under “Material Legal Aspects of the Receivables—Deficiency Judgments and Excess Proceeds.” The servicer uses a combination of dedicated internal departments and third parties to pursue bankruptcy and, if applicable, deficiency recovery against obligors who have defaulted on their receivables and legal recourse to secure a vehicle when self-help repossession efforts have failed. The servicer has a dedicated skip tracing department that utilizes both internal and external resources to find obligors and the collateral if a delinquent obligor and the related financed vehicle cannot be located.

Physical Damage and Liability Insurance

Each obligor on a receivable will be contractually required to maintain insurance covering physical damage to the obligor’s financed vehicle until the loan is paid in full or the servicer sells the vehicle. Each contract requires that the obligor obtain coverage for the financed vehicle against loss and damage due to fire, theft, transportation, collision and other risks covered by comprehensive coverage. CONA is not required to monitor whether obligors maintain insurance policies on the related vehicles.    

Prior Securitization Transactions

None of the prior motor vehicle receivables securitization transactions sponsored by CONA (or by Capital One Auto Finance, Inc., a former subsidiary of the Corporation merged with and into CONA), have experienced early amortizations, servicer defaults or events of default. Neither CONA nor the issuing entity can guarantee that there will not be any breaches of performance triggers, early amortizations, servicer defaults or events of default in the future.

THE ASSET REPRESENTATIONS REVIEWER

Clayton Fixed Income Services LLC, a Delaware limited liability company (“Clayton”), will act as the asset representations reviewer pursuant to an agreement between the sponsor, the servicer, the issuing entity and the asset representations reviewer (the “asset representations review agreement”). Clayton is a wholly-owned subsidiary of Covius Services, LLC and with its affiliates, has provided independent due diligence loan review and servicer oversight services since 1989. Clayton has been engaged as the asset representations reviewer on more than 450 auto and equipment loan, lease and dealer floorplan and credit card securitization transactions since 2015.

Clayton and its affiliates are leading providers of targeted due diligence reviews of securitized assets and policies and procedures of originators and servicers to assess compliance with representations and warranties, regulatory and legal requirements, investor guidelines and settlement agreements. Clayton and its affiliates have performed over 12 million loan reviews and provided ongoing oversight on over $2 trillion of securitization transactions on behalf of investors, sponsors, issuers and originators, including government sponsored enterprises and other governmental agencies. These services have been performed primarily on residential mortgage loan and residential mortgage-backed security transactions, although Clayton and its affiliates have also performed these services for transactions involving auto loans, credit cards, commercial mortgage loans, student loans, timeshare loans and boat and recreational vehicle loans.

The asset representations reviewer is not affiliated with the sponsor, the servicer, the depositor, the indenture trustee, the owner trustee or any of their affiliates, nor has the asset representations reviewer or any of its affiliates

 

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been hired by the sponsor or an underwriter to perform pre-closing due diligence work on the receivables. The asset representations reviewer may not resign unless (a) the asset representations reviewer is merged into or becomes an affiliate of the sponsor, the servicer, the depositor, the indenture trustee, the owner trustee or any person (or an affiliate of any person) hired by the sponsor or an underwriter to perform pre-closing due diligence work on the receivables, (b) upon determination that the performance of its duties under the asset representations review agreement is no longer permissible under applicable law or (c) if the asset representations reviewer does not receive payment in full of any amounts required to be paid to the asset representations reviewer in accordance with the terms of the asset representations review agreement. Without limiting the foregoing, the asset representations reviewer must promptly resign if it is merged into or becomes an affiliate of the sponsor, the servicer, the depositor, the indenture trustee, the owner trustee, or any person (or an affiliate of any person) hired by the sponsor or an underwriter to perform pre-closing due diligence work on the receivables. Further, the indenture trustee may, or, at the direction of the noteholders evidencing a majority of the aggregate outstanding amount of the notes shall, terminate the rights and obligations of the asset representations reviewer upon the occurrence of one of the following events:

 

•

the asset representations reviewer becomes affiliated with (i) the sponsor, the depositor, the servicer, the indenture trustee, the owner trustee or any of their affiliates or (ii) any person that was engaged by the sponsor or any underwriter to perform any due diligence on the receivables prior to the closing date;

 

•

the asset representations reviewer breaches any of its representations, warranties, covenants or obligations in the asset representations review agreement; or

 

•

a bankruptcy event with respect to the asset representations reviewer occurs.

Following the resignation or removal of the asset representations reviewer, (i) if the Delinquency Percentage has exceeded the Delinquency Trigger as of the most recent payment date, the indenture trustee (at the direction of the noteholders, provided, that if the indenture trustee has received conflicting or inconsistent requests from two or more groups of noteholders, each representing less than the majority of the note balance, the indenture trustee shall follow the direction of the noteholders representing the greater percentage of the note balance) and (ii) if the Delinquency Percentage has not exceeded the Delinquency Trigger as of the most recent payment date, the sponsor, will appoint a successor asset representations reviewer. If the asset representations reviewer has resigned or has been removed, replaced or substituted, or if a new asset representations reviewer has been appointed, then the depositor will specify on the Form 10-D filed after the collection period in which the event occurred the date of the event and the circumstances surrounding the resignation, removal, substitution or appointment, as applicable. Except for a permitted resignation pursuant to the asset representations review agreement, the asset representations reviewer shall pay the reasonable expenses (including the fees and expenses of counsel) of transitioning the asset representations reviewer’s obligations under the asset representations review agreement and preparing the successor asset representations reviewer to take on such obligations.

The asset representations reviewer will be responsible for reviewing the Subject Receivables (as defined under “The Transfer Agreements, the Servicing Agreement, the Administration Agreement and the Asset Representations Review Agreement—Asset Representations Review—Delinquency Trigger” below) for compliance with the representations and warranties made by the sponsor on the receivables if the conditions described below under “The Transfer Agreements, the Servicing Agreement, the Administration Agreement and the Asset Representations Review Agreement—Asset Representations Review” are satisfied. Under the asset representations review agreement, the asset representations reviewer will be entitled to be paid the fees and expenses set forth under “The Transfer Agreements, the Servicing Agreement, the Administration Agreement and the Asset Representations Review Agreement—Asset Representations Review—Fees and Expenses for Asset Review” below and will be indemnified as described under “The Transfer Agreements, the Servicing Agreement, the Administration Agreement and the Asset Representations Review Agreement—Asset Representations Review—Indemnification and Limitation of Liability of Asset Representations Reviewer” below. The asset representations reviewer is required to perform only those duties specifically required of it under the asset representations review agreement, as described under “The Transfer Agreements, the Servicing Agreement, the Administration Agreement and the Asset Representations Review Agreement—Asset Representations Review” below.

 

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AFFILIATIONS AND CERTAIN RELATIONSHIPS

The following parties are all affiliates and are all direct or indirect subsidiaries of the Corporation: the depositor, Capital One Securities, Inc., as one of the underwriters, and CONA, as the originator, as servicer, as sponsor and as administrator. CONA, directly or through a majority-owned affiliate, will hold at least 5% of each class of notes and the certificates. None of the indenture trustee, the owner trustee or the asset representations reviewer is an affiliate of any of the foregoing parties or of the issuing entity. Additionally, none of the indenture trustee, the owner trustee or the asset representations reviewer is an affiliate of one another.

THE RECEIVABLES POOL

The issuing entity will own a pool of receivables consisting of motor vehicle retail installment sale contracts secured by new and used automobiles, light-duty trucks, SUVs and vans. The pool will consist of the receivables that the sponsor will sell to the depositor on the closing date, and that the depositor will simultaneously transfer to the issuing entity on the closing date. The receivables will include payments on the receivables that are made after the cut-off date. The purchase price paid by the issuing entity for the receivables included in the issuing entity property will equal the estimated fair market value of the receivables and related property as of the closing date.

The characteristics set forth in this section are based on the pool of receivables as of the cut-off date.

Exceptions to Underwriting Criteria

As described under “The Originator” above, under CONA’s origination process and based on CONA’s automated underwriting process, credit applications are evaluated when received and are either approved, declined, or counter-offered. In limited circumstances, some contracts may be approved by CONA under an exception to CONA’s underwriting criteria based on a judgmental evaluation.

None of the receivables to be sold to the issuing entity on the closing date were approved as an exception to CONA’s underwriting criteria.

Criteria Applicable to Selection of Receivables

The receivables sold to the issuing entity on the closing date will be selected for inclusion in the receivables pool by several criteria. These criteria include the requirement that each receivable as of the cut-off date (or such other date as may be specifically set forth below):

 

•

has been fully and properly executed or electronically authenticated by the obligor thereto;

 

•

has been originated by a dealer to finance the retail sale by that dealer of the related financed vehicle and has been purchased by CONA from that dealer;

 

•

as of the closing date, will be secured by a first priority validly perfected security interest in the financed vehicle in favor of CONA, as secured party, or all necessary actions have been commenced that would result in a first priority security interest in the financed vehicle in favor of CONA, as secured party;

 

•

contains customary and enforceable provisions such that the rights and remedies of the holder thereof are adequate for realization against the collateral of the benefits of the security;

 

•

provided, at origination, for level monthly payments which fully amortize the initial principal balance over the original term; provided, that the amount of the first or last scheduled payment may be different from the level payment but in no event more than three times the level monthly payment;

 

45

•

provides for interest at the contract rate specified on the schedule of receivables (which is the schedule identifying the receivables transferred to the issuing entity on the closing date);

 

•

was originated in the United States;

 

•

is secured by a new or used automobile, light-duty truck, SUV or van;

 

•

has a contract rate of at least 1.0%;

 

•

had an original term to maturity of not more than 75 months and has a remaining term to maturity, as of the cut-off date, of not more than 71 months and not less than 3 months;

 

•

has an outstanding principal balance of at least $1,000;

 

•

has a final scheduled payment due on or before July 26, 2027;

 

•

was not more than twenty-nine (29) days past due as of the cut-off date;

 

•

was not noted in the records of the servicer as being the subject of any verified bankruptcy or insolvency proceeding;

 

•

is a simple interest receivable;

 

•

provides that a prepayment by the related obligor will fully pay the principal balance and accrued interest through the date of prepayment based on the receivable’s contract rate;

 

•

complied at the time it was originated or made in all material respects with all requirements of applicable federal, state and local laws, and regulations thereunder, except where the failure to comply (i) was remediated or cured in all material respects prior to the cut-off date, or (ii) would not render such receivable unenforceable or create liability for the depositor or the issuing entity, as an assignee of such receivable;

 

•

constitutes the legal, valid and binding payment obligation in writing of the obligor, enforceable by the holder thereof in accordance with its terms, except (i) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation or other similar laws and equitable principles relating to or affecting the enforcement of creditors’ rights generally and (ii) as such receivable may be modified by the application after the cut-off date of the Servicemembers Civil Relief Act, as amended, to the extent applicable to the related obligor;

 

•

has not been satisfied, subordinated or rescinded nor do the records of the servicer indicate that the related financed vehicle has been released from the lien of such receivable in whole or in part;

 

•

except for payment delinquencies continuing for a period of not more than twenty-nine (29) days as of the cut-off date or the failure of the obligor to maintain physical damage insurance covering the related financed vehicle in accordance with the requirements of the receivable, the records of the servicer did not disclose that any default, breach, violation or event permitting acceleration under the terms of the receivable existed as of the cut-off date;

 

•

requires that the obligor thereunder obtain physical damage insurance covering the related financed vehicle;

 

•

has an obligor that is not the United States or any state thereof or any local government, or any agency, department, political subdivision or instrumentality of the United States or any state thereof or any local government;

 

46

•

has not been originated in, nor is subject to the laws of, any jurisdiction under which the sale, transfer, assignment, contribution, conveyance or pledge of such receivable would be unlawful, void, or voidable;

 

•

as of the closing date and immediately prior to the sale and transfer contemplated in the purchase agreement, CONA had good and marketable title to and was the sole owner of the receivable free and clear of all liens created by CONA (except any lien which will be released prior to assignment of such receivable thereunder), and, immediately upon the sale and transfer by CONA to the depositor, the depositor will have good and marketable title to such receivable, free and clear of all liens created by the depositor (other than permitted liens) and immediately upon the sale and transfer by the depositor to the issuing entity pursuant to the sale agreement, the issuing entity will have good and marketable title to such receivable, free and clear of all liens created by the issuing entity (other than permitted liens);

 

•

constitutes either “tangible chattel paper,” “electronic chattel paper,” an “account,” an “instrument,” or a “general intangible,” each as defined in the UCC;

 

•

has only one executed original, electronically authenticated original or authoritative copy of the contract (in each case within the meaning of the UCC) related to the receivable; and

 

•

the records of the servicer do not reflect any material facts which have not been remediated or cured which would constitute the basis for any right of rescission, offset, claim, counterclaim or defense with respect to such receivable or the same being asserted or threatened with respect to such receivable.

The receivables will be selected from the portfolio of retail installment sale contracts for new and used vehicles acquired by the sponsor from dealers and serviced by the servicer, in each case meeting the criteria described above. No selection procedures known or intended to be adverse to the issuing entity will be utilized in selecting the receivables. As of the cut-off date, approximately 29.65% of the receivables in the receivables pool were originated as electronic contracts.

Any receivable for which the servicer’s records as of the cut-off date indicate that the related obligor received an extension or modification related to COVID-19 will be excluded from the receivables pool transferred to the issuing entity on the closing date.

For a description of the depositor’s review of the receivables in the receivables pool and the disclosure regarding those receivables included in this prospectus, see “—Review of the Receivables Pool” below.

Asset Level Information

The issuing entity has provided asset-level information regarding the receivables that will be owned by the issuing entity as of the closing date (the “asset-level data”) as an exhibit to a Form ABS-EE filed by the issuing entity by the date of filing of this prospectus, which is hereby incorporated by reference. The asset-level data comprises each of the data points required with respect to automobile loans identified on Schedule AL to Regulation AB and generally includes, with respect to each receivable, the related asset number, the reporting period covered, general information about the receivable, information regarding the related financed vehicle, information about the related obligor, information about activity on the receivable and information about modifications of the receivable during the reporting period. In addition, the issuing entity will provide updated asset-level data with respect to the receivables each month as an exhibit to the monthly distribution reports filed with the SEC on Form 10-D.

 

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Pool Stratifications

The composition, distribution by contract rate, distribution by FICO^® score, distribution by outstanding principal balance, geographic distribution by state of residence of the obligor, distribution by remaining term to maturity, distribution by original term to maturity, and distribution by loan-to-value at origination, in each case of the receivables as of the cut-off date are set forth in the tables below.

Composition of the Pool of Receivables

As of the Cut-off Date

 

		Total
Aggregate Outstanding Principal Balance			$1,356,483,994.50
Number of Receivables			66,324
Average Outstanding Principal Balance			$20,452.39
Aggregate Original Principal Balance			$1,574,052,268.55
Aggregate Percent of Original Principal Balance Outstanding			86.18%
Average Original Principal Balance			$23,732.77
Range of Outstanding Principal Balances			$1,003.51 to $70,718.67
Weighted Average Contract Rate(1)			3.89%
Range of Contract Rates			1.00% to 12.77%
Weighted Average Remaining Term(1)			60 months
Range of Remaining Terms(2)			3 months to 71 months
Weighted Average Original Term(1)			68 months
Range of Original Terms(2)			12 months to 75 months
Percentage of Aggregate Outstanding Principal Balance of Receivables with Original Term between 73 months and 75 months			22.92%
Weighted Average FICO® Score(1)			774
Weighted Average Loan-to-Value Ratio(1)			95.89%
Percentage of New Vehicles			32.97%
Percentage of Used Vehicles			67.03%
Top Five Vehicle Manufacturers:			Toyota – 14.51%
			Chevrolet – 12.93%
			Ford – 12.11%
			Honda – 8.69%
			Nissan – 7.23%

 

(1)	Weighted by outstanding principal balance as of the cut-off date.

(2)

Characteristics in the table related to the term of the receivables may differ from the asset-level data included as an exhibit to Form ABS-EE due to differences in how term is calculated for the securitized pool (i.e., number of scheduled payments) and how term is required to be calculated for asset-level data (i.e., number of months, including partial months during the term).

 

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Distribution of the Pool of Receivables

By Contract Rate

As of the Cut-off Date

 

Range of Contract Rates (%)		Number of Receivables				Percentage of Total Number of Receivables(1)				Aggregate Outstanding Principal Balance				Percentage of Total Aggregate Outstanding Principal Balance(1)
1.00 – 1.99			1,734				2.61%			$	41,194,799.56				3.04%
2.00 – 2.99			19,762				29.80				430,413,122.25				31.73
3.00 – 3.99			15,623				23.56				335,172,512.96				24.71
4.00 – 4.99			18,565				27.99				368,601,188.07				27.17
5.00 – 5.99			6,177				9.31				109,552,967.79				8.08
6.00 – 6.99			2,512				3.79				45,173,261.10				3.33
7.00 – 7.99			1,172				1.77				18,572,608.26				1.37
8.00 – 8.99			436				0.66				4,931,626.02				0.36
9.00 – 9.99			207				0.31				1,786,311.41				0.13
10.00 – 10.99			83				0.13				694,504.61				0.05
11.00 – 11.99			39				0.06				311,582.74				0.02
12.00 – 12.99			14				0.02				79,509.73				0.01
Total			66,324				100.00%			$	1,356,483,994.50				100.00%

 

(1)	Sum may not equal 100% due to rounding.

Distribution of the Pool of Receivables

By FICO^® Score

As of the Cut-off Date

 

Range of FICO® Scores(1)		Number of Receivables				Percentage of Total Number of Receivables(2)				Aggregate Outstanding Principal Balance				Percentage of Total Aggregate Outstanding Principal Balance(2)
700 – 719			7,528				11.35%			$	157,654,042.70				11.62%
720 – 739			8,800				13.27				184,590,527.65				13.61
740 – 759			8,713				13.14				180,805,351.22				13.33
760 – 779			9,300				14.02				194,269,059.42				14.32
780 – 799			9,749				14.70				202,029,268.40				14.89
800 – 819			10,212				15.40				206,947,851.37				15.26
820 – 839			8,609				12.98				166,861,649.16				12.30
840 and greater			3,413				5.15				63,326,244.58				4.67
Total			66,324				100.00%			$	1,356,483,994.50				100.00%

 

(1)	FICO® is a federally registered trademark of Fair Isaac Corporation. The FICO® score information in the table above was obtained at origination of the applicable receivables and does not reflect the FICO® scores of the obligors as of the cut-off date.

(2)	Sum may not equal 100% due to rounding.

 

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Distribution of the Pool of Receivables

By Outstanding Principal Balance

As of the Cut-off Date

 

Range of Outstanding Principal Balance		Number of Receivables				Percentage of Total Number of Receivables(1)				Aggregate Outstanding Principal Balance				Percentage of Total Aggregate Outstanding Principal Balance(1)
$0.01 – $5,000.00			1,163				1.75%			$	4,126,466.26				0.30%
$5,000.01 – $10,000.00			6,582				9.92				52,842,317.91				3.90
$10,000.01 – $15,000.00			13,823				20.84				175,037,386.37				12.90
$15,000.01 – $20,000.00			14,791				22.30				257,654,717.33				18.99
$20,000.01 – $25,000.00			11,315				17.06				253,112,951.98				18.66
$25,000.01 – $30,000.00			7,947				11.98				217,220,089.49				16.01
$30,000.01 – $35,000.00			5,087				7.67				164,321,785.76				12.11
$35,000.01 – $40,000.00			2,920				4.40				108,600,353.72				8.01
$40,000.01 – $45,000.00			1,459				2.20				61,654,757.34				4.55
$45,000.01 – $50,000.00			729				1.10				34,420,893.76				2.54
$50,000.01 – $55,000.00			350				0.53				18,276,289.27				1.35
$55,000.01 – $60,000.00			123				0.19				6,979,019.23				0.51
$60,000.01 – $65,000.00			22				0.03				1,361,407.55				0.10
$65,000.01 – $70,000.00			12				0.02				804,839.86				0.06
$70,000.01 – $75,000.00			1				0.00	(2)			70,718.67				0.01
Total			66,324				100.00%			$	1,356,483,994.50				100.00%

 

(1)	Sum may not equal 100% due to rounding.

(2)	Greater than 0.00%, but less than 0.005%.

 

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Geographic Distribution of the Pool of Receivables

By State of Residence

As of the Cut-off Date

 

State of Residence(1)		Number of Receivables				Percentage of Total Number of Receivables(2)				Aggregate Outstanding Principal Balance				Percentage of Total Aggregate Outstanding Principal Balance(2)
Texas			8,016				12.09	%		$	181,504,669.00				13.38	%
California			8,367				12.62				174,667,752.07				12.88
Florida			6,473				9.76				123,834,875.43				9.13
Georgia			2,908				4.38				59,092,140.48				4.36
Louisiana			2,562				3.86				56,541,802.74				4.17
Illinois			2,936				4.43				56,417,876.92				4.16
New York			2,601				3.92				49,713,790.59				3.66
North Carolina			2,386				3.60				46,864,464.88				3.45
New Jersey			2,344				3.53				43,574,126.61				3.21
Ohio			2,122				3.20				39,598,158.02				2.92
Missouri			1,903				2.87				38,339,814.58				2.83
Virginia			1,800				2.71				36,678,403.74				2.70
South Carolina			1,778				2.68				35,315,017.89				2.60
Arizona			1,651				2.49				33,865,484.38				2.50
Tennessee			1,474				2.22				32,193,979.97				2.37
Indiana			1,296				1.95				26,098,245.95				1.92
Wisconsin			1,204				1.82				24,258,326.75				1.79
Colorado			1,026				1.55				22,091,869.25				1.63
Michigan			1,075				1.62				21,672,301.94				1.60
Minnesota			1,117				1.68				21,562,560.35				1.59
Arkansas			882				1.33				20,342,142.15				1.50
Oklahoma			913				1.38				19,927,645.72				1.47
Washington			952				1.44				19,875,839.16				1.47
Kentucky			933				1.41				19,204,523.81				1.42
Mississippi			822				1.24				18,052,890.18				1.33
Alabama			820				1.24				17,291,802.93				1.27
Massachusetts			885				1.33				16,026,889.05				1.18
Nevada			658				0.99				14,089,099.78				1.04
Connecticut			781				1.18				13,864,920.44				1.02
Other(3)			3,639				5.49				73,922,579.74				5.45
Total			66,324				100.00	%		$	1,356,483,994.50				100.00	%

 

(1)	Based on the billing address of the obligor on the receivables.

(2)	Sum may not equal 100% due to rounding.

(3)	“Other” represents those obligors whose state or United States territory of residence comprise less than 1.00% of the aggregate outstanding principal balance of the receivables.

 

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Distribution of the Pool of Receivables

By Remaining Term to Maturity

As of the Cut-off Date

 

Remaining Term to Maturity (months)		Number of Receivables				Percentage of Total Number of Receivables(1)				Aggregate Outstanding Principal Balance				Percentage of Total Aggregate Outstanding Principal Balance(1)
1 – 12			18				0.03	%		$	85,529.67				0.01	%
13 – 24			300				0.45				2,360,083.68				0.17
25 – 36			2,002				3.02				20,965,594.79				1.55
37 – 48			5,809				8.76				78,535,916.91				5.79
49 – 60			20,536				30.96				372,562,436.91				27.47
61 – 72			37,659				56.78				881,974,432.54				65.02
Total			66,324				100.00	%		$	1,356,483,994.50				100.00	%

 

(1)	Sum may not equal 100% due to rounding.

Distribution of the Pool of Receivables

By Original Term to Maturity

As of the Cut-off Date

 

Original Term to Maturity (months)		Number of Receivables				Percentage of Total Number of Receivables(1)				Aggregate Outstanding Principal Balance				Percentage of Total Aggregate Outstanding Principal Balance(1)
1 – 12			5				0.01	%		$	22,951.99				0.00	%(2)
13 – 24			143				0.22				983,957.26				0.07
25 – 36			1,710				2.58				17,395,929.98				1.28
37 – 48			4,127				6.22				52,096,281.26				3.84
49 – 60			16,655				25.11				286,547,996.20				21.12
61 – 72			31,242				47.11				688,545,501.24				50.76
73 – 75			12,442				18.76				310,891,376.57				22.92
Total			66,324				100.00	%		$	1,356,483,994.50				100.00	%

 

(1)	Sum may not equal 100% due to rounding.

(2)	Greater than 0.00%, but less than 0.005%.

 

52

Distribution of the Pool of Receivables

By Loan-to-Value at Origination

As of the Cut-off Date

 

Loan-to-Value at Origination (%)		Number of Receivables				Percentage of Total Number of Receivables(1)				Aggregate Outstanding Principal Balance				Percentage of Total Aggregate Outstanding Principal Balance(1)
0.01 – 20.00			67				0.10	%		$	367,211.35				0.03	%
20.01 – 40.00			1,275				1.92				12,506,453.58				0.92
40.01 – 60.00			5,045				7.61				71,325,722.08				5.26
60.01 – 80.00			11,646				17.56				214,821,127.04				15.84
80.01 – 100.00			20,288				30.59				442,592,961.05				32.63
100.01 – 120.00			19,633				29.60				450,838,336.93				33.24
120.01 – 140.00			7,146				10.77				145,478,639.68				10.72
140.01 – 160.00			1,224				1.85				18,553,542.79				1.37
Total			66,324				100.00	%		$	1,356,483,994.50				100.00	%

 

(1)	Sum may not equal 100% due to rounding.

As described under “The Originator—Underwriting” in this prospectus, there are limited credit-related exceptions to the originator’s underwriting criteria. The originator’s credit risk management monitors exceptions to the underwriting criteria on a monthly basis. None of the receivables to be sold to the issuing entity on the closing date were approved as an exception to CONA’s underwriting criteria.

As described under “The Servicer—Extensions and Modifications,” the servicer may permit extensions or modifications on receivables in accordance with its customary servicing practices. As of the cut-off date, the percentage of receivables that had been previously extended or modified was immaterial.

 

53