UNDERWRITING AGREEMENT

Exhibit 1.1

CAPITAL ONE AUTO FINANCE, INC.

CAPITAL ONE AUTO RECEIVABLES, LLC

Capital One Auto Finance Trust 2006-C

UNDERWRITING AGREEMENT

November 9, 2006

Wachovia Capital Markets, LLC

Banc of America Securities LLC

Merrill Lynch, Pierce, Fenner & Smith Incorporated

  as Representatives of the several Underwriters (the “ Representatives ”)

c/o Wachovia Capital Markets, LLC

One Wachovia Center

301 South College Street

NC 0610

Charlotte, NC 28288-0610

Ladies and Gentlemen:

Section 1. Introductory.

Capital One Auto Receivables, LLC, a Delaware limited liability company (the “ Seller ”) and Capital One Auto Finance, Inc., a Texas corporation, (“ COAF ”), confirm their agreement with the Representatives and the other underwriters named in the applicable Terms Agreement (collectively, the “ Underwriters ”) as follows:

The Seller proposes to sell to the Underwriters the notes of the classes designated in the applicable Terms Agreement (as hereinafter defined) (the “ Notes ”). The Notes are to be issued by Capital One Auto Finance Trust 2006-C, a Delaware statutory trust (the “ Issuer ”) under the Indenture (the “ Indenture ”), dated as of the Closing Date, between the Issuer and The Bank of New York, as indenture trustee (the “ Indenture Trustee ”).

The Notes will be collateralized by the Trust Estate (as defined below). The assets of the Issuer (the “ Trust Estate ”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing Date, by and among the Seller, the Issuer, COAF and the Indenture Trustee (the “ Sale and Servicing Agreement ”), (ii) the Receivable Files, (iii) the security interests in the Financed Vehicles and all Certificates of Title in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and refunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established

pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Seller, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement, the Limited Guaranty and the Interest Rate Swap Agreement and (ix) all proceeds of the foregoing.

The Receivables and related property will be conveyed to the Seller by COAF pursuant to the Purchase Agreement, dated as of the Closing Date, between the Seller and COAF (the “ Purchase Agreement ”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement.

On the Closing Date, the Issuer will enter into an interest rate swap agreement with the Initial Swap Counterparty to hedge the floating interest rate on the Class A-3-B and the Class A-4 Notes (the “ Swap Agreement ”).

On the Closing Date the Note Insurer will issue a note guaranty insurance policy (the “ Note Insurance Policy ”) guaranteeing certain payments due in respect of the Notes.

The terms of the Notes are set forth in the Registration Statement (as defined below) and the related Prospectus (as defined below), as supplemented by a Prospectus Supplement (as defined below).

Capitalized terms used herein but not defined herein or in the Terms Agreement (as defined below) shall have the meanings given such terms in Appendix A to the Sale and Servicing Agreement.

The Seller has prepared and filed with the Securities and Exchange Commission (the “ Commission ”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “ Act ”), a shelf registration statement on Form S-3 (having the registration number 333-128722), including a form of prospectus, relating to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “ Registration Statement. ” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“ Rule 424(b) ”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “ Prospectus Supplement ”) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “ Basic Prospectus ”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is hereinafter referred to as the “ Prospectus . ”

Prior to the date and time of the first Contract of Sale (as defined below) for the Notes designated in the Terms Agreement (the “ Time of Sale ”), the Seller had prepared a preliminary prospectus, dated November 13, 2006 (subject to completion). As used herein, “ Preliminary Prospectus ” means, with respect to any date or time referred to herein, the most recent preliminary Prospectus (as such preliminary Prospectus may be amended or supplemented), which has been prepared and delivered by the Seller to the Underwriters in accordance with the provisions hereof.

Pursuant to this Agreement and the Terms Agreement, among COAF, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (the “ Terms Agreement ”), which incorporates by reference this Underwriting Agreement (the “ Agreement ,” which shall include the applicable Terms Agreement if the context so requires), and subject to the terms hereof and thereof, the Seller agrees to sell to the Underwriters named in such Terms Agreement, for whom you are acting as the Representatives the Notes identified in such Terms Agreement.

Section 2. Representations and Warranties of the Seller and COAF.

Each of the Seller and COAF severally represents and warrants (as to itself) to the Underwriters, as of the date hereof (unless specified otherwise) and as of the Closing Date, as follows:

(a)(i) The Seller has prepared and filed the Registration Statement with the Commission in accordance with the provisions of the Act, including a form of prospectus, relating to the Notes. The registration statement as amended has been declared effective by the Commission. The conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the Registration Statement. No stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or threatened by the Commission.

(ii) As of the Closing Date, the Registration Statement, the Preliminary Prospectus and the Prospectus, except with respect to any modification to which the Representatives have agreed in writing, shall be in all substantive respects in the form furnished to the Representatives or its counsel before such date or, to the extent not completed on such date, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus that has previously been furnished to the Representatives) as the Seller or COAF has advised the Representatives, before such time, will be included or made therein.

(iii) On the most recent effective date of the Registration Statement, the Registration Statement conformed in all material respects with the applicable requirements of the Act and the Rules and Regulations, and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, on the Closing Date, the Registration Statement and, on the date hereof and on the Closing Date, the Prospectus

will conform in all material respects with the applicable requirements of the Act and the Rules and Regulations, and (x) the Registration Statement will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (y) the Prospectus and the Designated Static Pool Information (as defined below), taken together, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided , however , that the foregoing does not apply to (I) that part of the Registration Statement which constitutes the Statements of Eligibility of Qualification (Form T-1) of the Indenture Trustee or other indenture trustees under the Trust Indenture Act, (II) Underwriter Information (as defined in Section 8(b) hereof) or (III) information contained in or omitted from either the Registration Statement or the Prospectus based upon written information furnished to the Seller or COAF by the Note Insurer (hereinafter referred to as “ Note Insurer Information ”) or the Swap Counterparty (hereinafter referred to as “ Swap Counterparty Information ”). As used herein the term “ Designated Static Pool Information ” shall mean the static pool information referred to in the Preliminary Prospectus and the Prospectus under the caption “The Receivables Pool—Static Pool Information About Certain Previous Securitizations” but deemed to be excluded from the Registration Statement and Prospectus pursuant to Item 1105(d) of Regulation AB.

(iv) The documents incorporated by reference in the Registration Statement, the Preliminary Prospectus, the Prospectus (other than documents filed by Persons other than the Seller), when they became or become effective under the Act or were or are filed with the Commission under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), as the case may be, conformed or will conform in all material respects with the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder.

(v) The Preliminary Prospectus at the Time of Sale did not, and at the Closing Date will not, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that no representation or warranty is made with respect to the omission of pricing and price-dependent information, which information shall appear in the final Prospectus but not in the Preliminary Prospectus); provided , however , that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information contained in or omitted from either the Registration Statement or the Prospectus based upon Underwriter Information (as defined in Section 8(b) hereof).

(vi) Other than the Preliminary Prospectus and the Prospectus, the Issuer (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication”, including any “free writing prospectus”, (each as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of any offer to buy the Notes.

(b) The Seller or COAF, as applicable, has been duly organized and is validly existing as a Delaware limited liability company or Texas corporation, respectively, in good standing under the laws of its jurisdiction of organization. The Seller or COAF, as applicable, has, in all material respects, full power and authority to execute, deliver and perform its obligations under this Underwriting Agreement, the Terms Agreement and each Transaction Document to which it is a party, own its properties and conduct its business as described in the Preliminary Prospectus and the Prospectus, is duly qualified to do business and is in good standing (or is exempt from such requirements), and has obtained all necessary material licenses and approvals (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), in each jurisdiction in which failure to so qualify or obtain such licenses and approvals would have a material adverse effect on the interests of holders of the Notes. The Seller has full power and authority to cause the Issuer to issue the Notes.

(c) The execution, delivery and performance by the Seller or COAF, as applicable, of this Underwriting Agreement, the Terms Agreement and each Transaction Document to which it is a party, and the issuance and sale of the Notes, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company or corporate action on the part of the Seller or COAF, respectively. Neither the execution and delivery by the Seller or COAF, as applicable, of such instruments, nor the performance by the Seller or COAF, respectively, of the transactions herein or therein contemplated, nor the compliance by the Seller or COAF, as applicable, with the provisions hereof or thereof, will (i) conflict with or result in a breach of any of the terms and provisions of, or constitute a default under, any of the provisions of the limited liability company agreement, certificate of formation, Articles of Incorporation or By-laws, as applicable, of such entity, (ii) result in a material conflict with any of the provisions of any judgment, decree or order binding on the Seller or COAF, as applicable, or its properties, (iii) conflict with any of the provisions of any material indenture, mortgage, agreement, contract or other instrument to which the Seller or COAF, as applicable, is a party or by which it is bound, (iv) conflict with, contravene or constitute a violation of any law, statute, ordinance, rule or regulation to which it is subject, or (v) result in the creation or imposition of any lien, charge or encumbrance upon any of the Seller’s or COAF’s, as applicable, property pursuant to the terms of any such indenture, mortgage, contract or other instrument.

(d) The Seller or COAF, as applicable, has duly executed and delivered this Underwriting Agreement and, as of the Closing Date, has duly executed and delivered each Transaction Document to which it is a party and, as of the date thereof, has duly executed and delivered the Terms Agreement.

(e)(i) COAF has authorized the conveyance of the Receivables and other related property to the Seller; and (ii) the Seller has authorized the conveyance of the Receivables and other related property to the Issuer.

(f) Except as set forth in or contemplated in the Prospectus or as has been publicly disclosed by the Seller, COAF, or Capital One Financial Corporation (“ COFC ”), there has been no material adverse change in the condition (financial or otherwise) of COAF or the Seller since September 30, 2006 which would reasonably be expected to have a material adverse effect on either

(A) the ability of COAF or the Seller to consummate the transactions contemplated hereby or by the Terms Agreement, or to perform its respective obligations hereunder or under the Terms Agreement, or under any of the Transaction Documents to which it is a party or (B) the Receivables.

(g) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance by the Seller or COAF of this Underwriting Agreement, the Terms Agreement and each Transaction Document to which it is a party shall have been paid or will be paid by the Seller or COAF, as applicable, at or before the Closing Date to the extent then due.

(h) The Notes, when validly issued pursuant to the Indenture and sold to the Underwriters pursuant to this Underwriting Agreement and the Terms Agreement will conform in all material respects to the descriptions thereof contained in the Preliminary Prospectus and the Prospectus and will be validly issued and entitled to the benefits and security afforded by the Indenture. When executed and delivered by the parties thereto, each of the Indenture and each Transaction Document to which the Seller or COAF is a party will constitute the legal, valid and binding obligation of the Seller or COAF, as applicable, enforceable against such entity in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general and to general principles of equity. All approvals, authorizations, consents, filings, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the securities laws of any foreign jurisdiction or the state securities or Blue Sky laws of various jurisdictions), required in connection with the valid and proper authorization, issuance and sale of the Notes pursuant to this Underwriting Agreement, the Terms Agreement and the Indenture have been or will be taken or obtained on or before the Closing Date. As of the Closing Date, the Issuer’s pledge of the Trust Estate to the Indenture Trustee pursuant to the Indenture will vest in the Indenture Trustee, for the benefit of the Noteholders, the Swap Counterparty and the Note Insurer, a first priority perfected security interest therein, subject to no prior lien, mortgage security interest, pledge, adverse claim, charge or other encumbrance, except as may be permitted by the terms of the Transaction Documents.

(i) Neither the Seller nor the Issuer is now, and following the issuance of the Notes will be, an “investment company” that is registered or required to be registered under, or is otherwise subject to the restrictions of, the Investment Company Act of 1940, as amended (the “ 1940 Act ”).

(j) Except for the Underwriters, neither the Seller, the Issuer nor COAF has employed or retained a broker, finder, commission agent or other person in connection with the sale of the Notes, and neither the Seller, the Issuer nor COAF is under any obligation to pay any broker’s fee or commission in connection with such sale.

(k) As of the Closing Date, the Indenture has been duly qualified under the Trust Indenture Act.

(l) Based on information currently available to, and in the reasonable belief of, the management of the Seller or COAF, as applicable, such entity is not engaged (whether as defendant or otherwise) in, nor has such entity knowledge of the existence of, or any threat of, any legal, arbitration, administrative or other proceedings, the result of which could reasonably have a material adverse effect on the Noteholders.

(m) As of the Closing Date, the representations and warranties (other than the representations and warranties concerning the characteristics of the Receivables which representations and warranties will be true and correct in all material respects as of the date set forth in the applicable Transaction Document) of the Seller, the Issuer or COAF (both in its individual capacity and as Servicer), as applicable, in each Transaction Document to which it is a party will be true and correct in all material respects.

(n) As of the Closing Date, there are no contracts or documents that are required to be filed as exhibits to the Registration Statement that have not been so filed.

(o) No Event of Default or Servicer Termination Event, or an event which after any applicable grace period or the giving of notice which would constitute an Event of Default or Servicer Termination Event, has occurred.

(p) The Seller was not, on the date on which the first bona fide offer of the Notes sold pursuant to the Terms Agreement was made, an “ineligible issuer” as defined in Rule 405 under the Act.

Section 3. Purchase, Sale and Issuance of Notes.

Subject to the terms and conditions and in reliance upon the covenants, representations and warranties set forth herein and in the Terms Agreement, the Seller agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase the respective Initial Note Balance of the Notes set forth opposite such Underwriter’s name in the Terms Agreement. The Notes will bear interest at the applicable rate set forth therein. The sale and purchase of the Notes shall take place at a closing (the “ Closing ”) at the offices of Mayer, Brown, Rowe & Maw LLP, 71 South Wacker Drive, 39 ^th Floor, Chicago, Illinois on the closing date specified in the Terms Agreement (the “ Closing Date ”). The net purchase price for the Notes, expressed as a percentage of the Initial Note Balance of the applicable class of Notes, shall be as set forth in the Terms Agreement. On the Closing Date, as consideration for the delivery of the Notes as set forth in this Section 3, each Underwriter agrees, severally and not jointly, to pay (or cause to be paid) the net purchase price to an account to be designated by the Seller. The underwriting discount to the Underwriters, the selling concessions that the Underwriters may allow to certain dealers, and the discounts that such dealers may reallow to certain other dealers, each expressed as a percentage of the Initial Note Balance of the applicable class of Notes, shall be as set forth in the Terms Agreement. The Seller shall deliver (or shall cause the Issuer to deliver) the Notes to the Representatives for the respective accounts of the several Underwriters through the facilities of The Depository Trust Company (“ DTC ”). The Notes shall be global notes registered in the name of Cede & Co., as nominee for DTC. The interests of beneficial owners of the Notes will be represented by book entries on the

records of DTC and participating members thereof. The number and denominations of definitive notes so delivered shall be as specified by DTC. The definitive notes for the Notes will be made available for inspection by the Representatives at the offices of Mayer, Brown, Rowe & Maw LLP, at the address set forth above, not later than 1:00 p.m., Chicago time on the Business Day before the Closing Date, or such other date and time as the Representatives and the Seller may agree.

Section 4. Offering by Underwriters.

(a) The Seller authorizes each Underwriter to take all such action as it may deem advisable in respect of all matters pertaining to sales of the Notes to dealers and to retail purchasers and to member firms and specialists, including the right to make variations in the selling arrangements with respect to such sales. Subject to the satisfaction of the conditions in Section 6, each Underwriter shall purchase the Notes for resale upon the terms and conditions set forth in the Prospectus. If the Prospectus specifies an initial public offering price or a method by which the price at which such Notes are to be sold, then after the Notes are released for sale to the public, the Underwriters may vary from time to time the public offering price, selling concessions and reallowances to dealers that are members of the National Association of Securities Dealers, Inc. (“ NASD ”) and other terms of sale hereunder and under such selling arrangements.

(b) Notwithstanding the foregoing, each Underwriter agrees that it has not and will not offer or sell any Notes within the United States, its territories or possessions or to persons who are citizens thereof or residents therein, except in transactions that are not prohibited by any applicable securities, bank regulatory or other applicable law.

(c) Notwithstanding the foregoing, each Underwriter agrees that it has not and will not violate any applicable securities laws in its offer or sale of any Notes within any other country, its territories or possessions or to persons who are citizens thereof or residents therein.

(d) Each Underwriter agrees that:

(A) it has not offered or sold, and prior to the date which is six months after the Closing Date, will not offer or sell any Notes to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing, or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, as amended (the “ Regulations ”) and the Financial Services and Markets Act 2000, as amended (the “ FSMA ”);

(B) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer and shall procure that the Notes offered or sold by it and its affiliates are not offered or sold in the United Kingdom other than to persons authorised under the FSMA or to persons otherwise having professional

experience in matters relating to investments and qualifying as investment professionals under Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001, as amended or to persons qualifying as high net worth persons under Article 49 of that Order or, if distributed in the United Kingdom by authorised persons, only to persons qualifying as investment professionals under Article 14 of the Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes) (Exemptions) Order 2001 (“ CIS Order ”) or to persons qualifying as high net worth persons under Article 22 of the CIS Order or to any other person to whom the Notes may otherwise lawfully be offered or to whom such invitation or inducement to engage in investment activity in connection with the issue or sale of the Notes may otherwise lawfully be communicated or caused to be communicated;

(C) it has complied and will comply with all applicable provisions of the Regulations and the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom; and

(D) after the Closing Date, it will provide the Seller with a list of all foreign jurisdictions related to any written confirmations of sale of Notes it has sent.

(e) Each Underwriter agrees that (i) if the Prospectus is not delivered with the confirmation in reliance on Rule 172, it will include in every confirmation sent out by such Underwriter the notice required by Rule 173 informing the investor that the sale was made pursuant to the Registration Statement and that the investor may request a copy of the Prospectus from such Underwriter; (ii) if a paper copy of the Prospectus is requested by a person who receives a confirmation, such Underwriter shall deliver a printed or paper copy of such Prospectus; and (iii) if an electronic copy of the Prospectus is delivered by an Underwriter for any purpose, such copy shall be the same electronic file containing the Prospectus in the identical form transmitted electronically to such Underwriter by or on behalf of the Seller specifically for use by such Underwriter pursuant to this Section 4(e); for example, if the Prospectus is delivered to an Underwriter by or on behalf of the Seller in a single electronic file in .pdf format, then such Underwriter will deliver the electronic copy of the Prospectus in the same single electronic file in .pdf format. Each Underwriter further agrees that if it delivers to an investor the Prospectus in .pdf format, upon such Underwriter’s receipt of a request from the investor within the period for which delivery of the Prospectus is required, such Underwriter will promptly deliver or cause to be delivered to the investor, without charge, a paper copy of the Prospectus.

(f) Prior to the Closing Date, the Representatives shall notify COAF and the Seller of (i) the date on which the Preliminary Prospectus is first used and (ii) the time of the first Contract of Sale to which such Preliminary Prospectus relates.

(g) Each Underwriter represents and agrees (i) that it did not enter into any contract of sale for any Notes prior to the Time of Sale and (ii) that it will, at any time that such Underwriter is acting as an “underwriter” (as defined in Section 2(a)(11) of the Act)

with respect to the Notes, deliver to each investor to whom Notes are sold by it during the period prior to the filing of the final Prospectus (as notified to the Underwriters by the Seller), prior to the applicable time of any such Contract of Sale with respect to such investor, the Preliminary Prospectus.

(h) In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “ Relevant Member State ”), each Underwriter represents and agrees with the Seller that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “ Relevant Implementation Date ”) it has not made and will not make an offer of Notes to the public in that Relevant Member State prior to the publication of a prospectus in relation to the Notes which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of Notes to the public in that Relevant Member State at any time:

(i) to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities;

(ii) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or

(iii) in any other circumstances which do not require the publication by the issuer of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this Section 4(h), (A) the expression an “ offer of Notes to the public ” in relation to any Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, (B) the expression “ Prospectus Directive ” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State and (C) the countries comprising the “ European Economic Area ” are Austria, Belgium, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, Netherlands, Poland, Portugal, Slovak Republic, Slovenia, Spain, Sweden, United Kingdom, Iceland, Liechtenstein and Norway.

(i) If the Seller, COAF or an Underwriter determines or becomes aware that any “written communication” (as defined in Rule 405 under the Act) (including without limitation the Preliminary Prospectus) or oral statement (when considered in conjunction with all information conveyed at the time of the “contract of sale” within the meaning of Rule 159 under the Act and all Commission guidance relating to such rule (the “ Contract of Sale ”)) made or prepared by the Seller or such Underwriter contains an untrue statement of material fact or omits to state a material fact necessary to make the statements, in light of the circumstances under

which they were made, not misleading at the time that a Contract of Sale was entered into, either the Seller or such Underwriter may prepare corrective information, with notice to the other parties and such Underwriter shall deliver such information in a manner reasonably acceptable to both parties, to any person with whom a Contract of Sale was entered into based on such written communication or oral statement, and such information shall provide any such person with the following:

(i) adequate disclosure of the contractual arrangement;

(ii) adequate disclosure of the person’s rights under the existing Contract of Sale at the time termination is sought;

(iii) adequate disclosure of the new information that is necessary to correct the misstatements or omissions in the information given at the time of the original Contract of Sale; and

(iv) a meaningful ability to elect to terminate or not terminate the prior Contract of Sale and to elect to enter into or not enter into a new Contract of Sale.

Any costs or losses incurred in connection with any such