-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Uii2genbU3m9hSZ2XHN8pWuWedJ+v+TSqZuCb1SgcOiJg1ZWpNjCLhoSO+VJdb9N D7ID9dZBSZ8cOusVWdNG9Q== 0000950124-08-001600.txt : 20080328 0000950124-08-001600.hdr.sgml : 20080328 20080328113708 ACCESSION NUMBER: 0000950124-08-001600 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20071231 FILED AS OF DATE: 20080328 DATE AS OF CHANGE: 20080328 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC CENTRAL INDEX KEY: 0001182534 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 113650483 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-99199 FILM NUMBER: 08717545 BUSINESS ADDRESS: STREET 1: 3800 HAMLIN RD CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: (248) 754-5223 MAIL ADDRESS: STREET 1: 3800 HAMLIN RD CITY: AUBURN HILLS STATE: MI ZIP: 48326 FORMER COMPANY: FORMER CONFORMED NAME: VOLKSWAGEN AUTO LEASE UNDERWRITTEN FUNDING LLC DATE OF NAME CHANGE: 20020823 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Volkswagen Auto Loan Enhanced Trust 2007-1 CENTRAL INDEX KEY: 0001386636 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-133770-04 FILM NUMBER: 08717544 BUSINESS ADDRESS: STREET 1: 3800 HAMLIN RD CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: (248) 754-5223 MAIL ADDRESS: STREET 1: 3800 HAMLIN RD CITY: AUBURN HILLS STATE: MI ZIP: 48326 10-K 1 k25194e10vk.htm ANNUAL REPORT FOR FISCAL YEAR ENDED DECEMBER 31, 2007 e10vk
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
     
þ   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2007
     
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
333-133770-04
(Commission File Number of Issuing Entity)
Volkswagen Auto Loan Enhanced Trust 2007-1
(Exact name of Issuing Entity as specified in its charter)
Volkswagen Auto Lease/Loan Underwritten Funding, LLC
(Exact name of Depositor as specified in its charter)
VW Credit, Inc.
(Exact name of Sponsor as specified in its charter)
     
State of Delaware
(State or other jurisdiction of
incorporation or organization)
  20-7188954
(I.R.S. Employer
Identification No.)
     
3800 Hamlin Road
Auburn Hills, Michigan

(Address of principal executive offices)
 
48326
(Zip Code)
(248) 754-5000
(Registrant’s telephone number, including area code)
 
Securities registered pursuant to Section 12(b) of the Securities Exchange Act:
     
Title of each class   Name of each exchange on which registered
None   None
Securities registered pursuant to Section 12(g) of the Securities Exchange Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer (as defined in Rule 405 of the Securities Act). o Yes     þ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act. o Yes     þ No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ Yes     o No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
             
Large accelerated filer o   Accelerated filer o   Non-accelerated filer þ   Smaller reporting company o
    (Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act). Yes o     No þ
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. None
Documents incorporated by reference: None
 
 

 


TABLE OF CONTENTS

FORM 10-K
Item 1B. Unresolved Staff Comments.
PART II
Item 9A(T). Controls and procedures.
Item 9B. Other Information.
PART III
PART IV
Item 15. Exhibits and Financial Statement Schedules.
Item 1112(b) of Regulation AB. Significant Obligors of Pool Assets (Financial Information).
Item 1114(b)(2) of Regulation AB. Credit Enhancement and Other Support, Except for Certain Derivatives Instruments (Information Regarding Significant Enhancement Providers).
Item 1115(b) of Regulation AB. Certain Derivatives Instruments (Financial Information).
Item 1117 of Regulation AB. Legal Proceedings.
Item 1119 of Regulation AB. Affiliations and Certain Relationships and Related Transactions.
Item 1122 of Regulation AB. Compliance with Applicable Servicing Criteria.
Item 1123 of Regulation AB. Servicer Compliance Statement.
SIGNATURES
EXHIBIT INDEX
Certification of Senior Officer in Charge of the Servicing Function
Report on Assessment of Compliance with Applicable Servicing Criteria
Report on Assessment of Compliance with Servicing Crieria
Attestation Report on Assessment of Compliance with the Servicing Criteria
Attestation Report on Assessment of Compliance with the Servicing Criteria
Annual Servicer Compliance Statement of the Servicer


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FORM 10-K
PART 1
THE FOLLOWING ITEMS HAVE BEEN OMITTED IN ACCORDANCE WITH GENERAL INSTRUCTION J(1) TO FORM 10-K:
         
 
  (A) Item 1   Business.
 
  (B) Item 1A   Risk Factors.
 
  (C) Item 2   Properties.
 
  (D) Item 3   Legal Proceedings.
 
  (E) Item 4   Submission of Matters to a Vote of Security Holders.
Item 1B. Unresolved Staff Comments.
Not Applicable.
PART II
THE FOLLOWING ITEMS HAVE BEEN OMITTED IN ACCORDANCE WITH GENERAL INSTRUCTION J(1) TO FORM 10-K:
         
 
  (A) Item 5   Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities.
 
  (B) Item 6   Selected Financial Data.
 
  (C) Item 7   Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 
  (D) Item 7A   Quantitative and Qualitative Disclosures About Market Risk.
 
  (E) Item 8   Financial Statements and Supplementary Data.
 
  (F) Item 9   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
 
  (G) Item 9A   Controls and Procedures.
Item 9A(T). Controls and procedures.
Not Applicable.
Item 9B. Other Information.
None.
PART III
THE FOLLOWING ITEMS HAVE BEEN OMITTED IN ACCORDANCE WITH GENERAL INSTRUCTION J(1) TO FORM 10-K:
         
 
  (A) Item 10   Directors, Executive Officers and Corporate Governance.
 
  (B) Item 11   Executive Compensation.
 
  (C) Item 12   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
 
  (D) Item 13   Certain Relationships and Related Transactions, and Director Independence.
 
  (E) Item 14   Principal Accountant Fees and Services.
PART IV
Item 15. Exhibits and Financial Statement Schedules.
  (a)   (1)    Not applicable.
 
      (2)    Not applicable.
 
      (3)    The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index.

 


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  (b)   The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index.
 
  (c)   None.
SUBSTITUTE INFORMATION PROVIDED IN ACCORDANCE WITH GENERAL INSTRUCTION J(2) TO FORM 10-K:
Item 1112(b) of Regulation AB. Significant Obligors of Pool Assets (Financial Information).
Not Applicable.
Item 1114(b)(2) of Regulation AB. Credit Enhancement and Other Support, Except for Certain Derivatives Instruments (Information Regarding Significant Enhancement Providers).
Not Applicable.
Item 1115(b) of Regulation AB. Certain Derivatives Instruments (Financial Information).
Not Applicable.
Item 1117 of Regulation AB. Legal Proceedings.
No legal proceedings are pending against any of VW Credit, Inc. (in its capacity as the sponsor, the “Sponsor”, in its capacity as an originator contemplated by Item 1110(b) of Regulation AB, the “Originator”, in its capacity as servicer, the “Servicer” and in its capacity as administrator (the “Administrator”) of Volkswagen Auto Loan Enhanced Trust 2007-1 (the “Issuing Entity”), Volkswagen Auto Lease/Loan Underwritten Funding, LLC (the “Depositor”), Citibank, N.A. (the “Indenture Trustee”), Deutsche Bank Trust Company Delaware (the “Owner Trustee”), or the Issuing Entity that are or would be material to holders of the asset-backed notes (the “Notes”) or the asset-backed certificate (the “Certificate”). No such proceedings are known to be contemplated by governmental authorities.
Item 1119 of Regulation AB. Affiliations and Certain Relationships and Related Transactions.
The Sponsor is the originator, as contemplated by Item 1110 of Regulation AB, of all of the pool assets owned by the Issuing Entity. The Sponsor is also the Servicer. The Depositor is a wholly-owned subsidiary of the Sponsor and, therefore, a wholly-owned subsidiary of the originator and the Servicer. The Issuing Entity was formed by the Depositor. VW Credit, Inc. is the Administrator of the Issuing Entity and the Depositor is the holder of the Issuing Entity’s Certificate, representing the residual interest in the Issuing Entity. The asset pool represents a portfolio of assets held by the Issuing Entity.
Other than as specified in this Item above, none of VW Credit, Inc., the Depositor or the Issuing Entity is an affiliate of any of the following parties, and none of the following parties are affiliates of any of the other following parties:
(1)  Indenture Trustee.
(2)  Owner Trustee.
There are no significant obligors contemplated by Item 1112 of Regulation AB, enhancement or support providers contemplated by Item 1114 or 1115 of Regulation AB, or other material parties related to the Notes contemplated by Item 1101(d)(1) of Regulation AB.
In addition, to the best of our knowledge, there are no business relationships, agreements, arrangements, transactions or understandings entered into outside the ordinary course of business or on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the asset-backed securities transaction involving the issuance of the Notes and the Certificate by the Issuing Entity, between VW Credit, Inc. (in its capacities as Sponsor, Originator, Servicer or Administrator) the Depositor, the Indenture Trustee, the Owner Trustee and the Issuing Entity, or any affiliates of such parties, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the Notes.
Item 1122 of Regulation AB. Compliance with Applicable Servicing Criteria.

 


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The Servicer and the Indenture Trustee (collectively, the “Servicing Parties”) have each been identified by the Depositor as parties participating in the servicing function with respect to the asset pool held by the Issuing Entity. Each of the Servicing Parties has completed a report on an assessment of compliance with the servicing criteria set forth in paragraph (d) of Item 1122 of Regulation AB applicable to it (each, a “Servicing Assessment Report”), which Servicing Assessment Reports are attached as exhibits to this Form 10-K. In addition, each of the Servicer and the Indenture Trustee has provided an attestation report (each, an “Attestation Report”) by a registered public accounting firm, which reports are also attached as exhibits to this Form 10-K. Neither the Indenture Trustee’s Servicing Assessment Report nor the Indenture Trustee’s Attestation Report has identified any material instance of noncompliance with the servicing criteria applicable to the Indenture Trustee.
The Servicer complied in all material respects with the servicing criteria applicable to it, except that on March 28, 2007, an error was discovered in the Monthly Servicer’s Certificate filed on March 20, 2007. The Monthly Servicer’s Certificate incorrectly reported a net swap receipt as a net swap payment. Payments of principal and interest to investors were not affected and were correctly stated in the Monthly Servicer’s Certificate. On March 29, 2007, a restated version of the Monthly Servicer’s Certificate was delivered to the Indenture Trustee. The error was corrected upon recognition and, individually and in the aggregate did not have a material adverse impact on the Noteholders and did not create a Servicer Default under the Agreement. In addition, on February 27, 2008 a process control deficiency was identified (and corrected February 27, 2008) in the calculation of the daily amount required to transfer to the collection account, however, sufficient funds were being transferred and there was no impact to the Noteholders.
Item 1123 of Regulation AB. Servicer Compliance Statement.
The Servicer has completed a statement of compliance with its activities during the reporting period and of its performance under the applicable servicing criteria (a “Compliance Statement”), signed by an authorized officer of the Servicer. The Compliance Statement is attached as Exhibit 35.1 to this Form 10-K.

 


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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Depositor has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
March 28, 2008
         
  VOLKSWAGEN AUTO LOAN ENHANCED TRUST 2007-1

By: VW Credit, Inc., as Servicer
 
 
  By:   /s/ Frank Witter    
    Frank Witter   
    President & CFO
(senior officer in charge of the servicing function) 
 

 


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EXHIBIT INDEX
     
Exhibit 31
  Certification of Senior Officer in Charge of the Servicing Function of the Servicer Pursuant to Rule 15d-14(d).
 
   
Exhibit 33.1
  Report on Assessment of Compliance with Applicable Servicing Criteria for Asset-Backed Securities of VW Credit, Inc.
 
   
Exhibit 33.2
  Report on Assessment of Compliance with the Servicing Criteria for Asset-Backed Securities of Citibank, N.A.
 
   
Exhibit 34.1
  Attestation Report on Assessment of Compliance with the Servicing Criteria for Asset-Backed Securities of Virchow Krause & Company, LLP, on behalf of VW Credit, Inc.
 
   
Exhibit 34.2
  Attestation Report on Assessment of Compliance with the Servicing Criteria for Asset-Backed Securities of KPMG, on behalf of Citibank, N.A.
 
   
Exhibit 35.1
  Annual Servicer Compliance Statement of the Servicer for the year ended December 31, 2007.

 

EX-31 2 k25194exv31.htm CERTIFICATION OF SENIOR OFFICER IN CHARGE OF THE SERVICING FUNCTION exv31
 

EXHIBIT 31
CERTIFICATION OF SENIOR OFFICER IN CHARGE OF THE SERVICING FUNCTION
OF THE SERVICER PURSUANT TO Rule 15d-14(d)
I, Frank Witter, certify that:
  1.   I have reviewed this report on Form 10-K, and all reports on Form 10-D required to be filed in respect of the period covered by this report on Form10-K, of Volkswagen Auto Loan Enhanced Trust 2007-1 (the “Exchange Act periodic reports”);
 
  2.   Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
  3.   Based on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10-D for the period covered by this report is included in the Exchange Act periodic reports;
 
  4.   I am responsible for reviewing the activities performed by the servicer and based on my knowledge and the compliance review conducted in preparing the servicer compliance statement required in this report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the servicer has fulfilled its obligations under the servicing agreement in all material respects; and
 
  5.   All of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in this report on Form 10-K.
In giving the certifications above, I have reasonably relied on information provided to me by Citibank, N.A.
March 28, 2008
         
  /s/ Frank Witter    
  Frank Witter   
  President & CFO
(senior officer in charge of the servicing function) 
 

 

EX-33.1 3 k25194exv33w1.htm REPORT ON ASSESSMENT OF COMPLIANCE WITH APPLICABLE SERVICING CRITERIA exv33w1
 

         
EXHIBIT 33.1
Report on Assessment of Compliance with Applicable Servicing Criteria for
Asset-Backed Securities of VW Credit, Inc.
March 18, 2008
1. VW Credit, Inc. (“VCI”) is responsible for assessing compliance with the servicing criteria applicable to it set forth in paragraph (d) of Item 1122 of Regulation AB as of December 31, 2007 and for the period from February 13, 2007 (date of issuance of the Notes issued by Volkswagen Auto Loan Enhanced Trust 2007-1) through December 31, 2007 (the “Reporting Period”) as set forth in Exhibit A hereto. The transactions covered by this report include asset backed securities transactions for which VCI acted as servicer involving retail auto loans other than transactions consummated prior to the effectiveness of Regulation AB. The sole asset-backed securities transaction covered by this report was the Volkswagen Auto Loan Enhanced Trust 2007-1.
2. Except as set forth in paragraph 3 below, VCI used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess compliance with the applicable servicing criteria.
3. VCI has determined that the criteria in the column titled “Inapplicable Servicing Criteria” on Exhibit A hereto (collectively, the “Inapplicable Servicing Criteria”) are not applicable to VCI based on the activities VCI performs with respect to asset backed securities transactions involving retail auto loans other than transactions consummated prior to the effectiveness of Regulation AB. The criteria set forth in paragraph (d) of Item 1122 of Regulation AB other than the Inapplicable Servicing Criteria are referred to as the “Applicable Servicing Criteria”.
4. VCI complied, in all material respects, with the Applicable Servicing Criteria as of December 31, 2007 and for the reporting period with respect to its asset backed securities transactions involving retail auto loans other than transactions consummated prior to the effectiveness of Regulation AB, except that with respect to the Applicable Servicing Criterion in paragraph (d)(3)(i) of item 1122. On March 28, 2007, an error was discovered in the Monthly Servicer’s Certificate filed on March 20, 2007. The Monthly Servicer’s Certificate incorrectly reported a net swap receipt as a net swap payment. Payments of principal and interest to investors were not affected and were correctly stated in the Monthly Servicer’s Certificate. On March 29, 2007, a restated version of the Monthly Servicer’s Certificate was delivered to the Indenture Trustee. The error was corrected upon recognition and, individually and in the aggregate did not have a material adverse impact on the Noteholders and did not create a Servicer Default under the Agreement. In addition, on February 27, 2008 a process control deficiency was identified (and corrected February 27, 2008) in the calculation of the daily amount required to transfer to the collection account, however, sufficient funds were being transferred and there was no impact to the Noteholders.
5. Virchow, Krause & Company, LLP, an independent registered public accounting firm, has issued an attestation report on VCI’s assessment of compliance with the Applicable Servicing Criteria as of December 31, 2007 and for the Reporting Period as set forth in this assertion.
         
  VW CREDIT, INC.
 
 
  By:   /s/ Frank Witter    
    Frank Witter,   
    President & CFO   

 


 

         
EXHIBIT A
                 
        APPLICABLE   INAPPLICABLE
SERVICING CRITERIA   SERVICING CRITERIA   SERVICING CRITERIA
        Performed   Performed    
Reference   Criteria   by Servicer   By Trustee    
 
  General Servicing Criteria            
1122(d)(1)(i)
  Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements   ü        
 
               
1122(d)(1)(ii)
  If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.           ü
 
               
1122(d)(1)(iii)
  Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained.           ü
 
               
1122(d)(1)(iv)
  A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.           ü
 
               
 
  Cash Collection and Administration            
1122(d)(2)(i)
  Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.   ü        
 
               
1122(d)(2)(ii)
  Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.   ü        
 
               
1122(d)(2)(iii)
  Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.   ü        
 
               
1122(d)(2)(iv)
  The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.   ü        
 
               
1122(d)(2)(v)
  Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.   ü        
 
               
1122(d)(2)(vi)
  Unissued checks are safeguarded so as to prevent unauthorized access.           ü
 
               
1122(d)(2)(vii)
  Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.   ü        
 
               
 
  Investor Remittances and Reporting            
1122(d)(3)(i)
  Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of pool assets serviced by the Servicer.   ü        
 
               
1122(d)(3)(ii)
  Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.       ü    
 
               
1122(d)(3)(iii)
  Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.       ü    
 
               
1122(d)(3)(iv)
  Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.       ü    
 
               
 
  Pool Asset Administration            
1122(d)(4)(i)
  Collateral or security on pool assets is maintained as required by the transaction agreements or related asset pool documents.   ü        
 
               
1122(d)(4)(ii)
  Pool assets and related documents are safeguarded as required by the transaction agreements.   ü        
 
               
1122(d)(4)(iii)
  Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.   ü        

 


 

                 
        APPLICABLE   INAPPLICABLE
SERVICING CRITERIA   SERVICING CRITERIA   SERVICING CRITERIA
        Performed   Performed    
Reference   Criteria   by Servicer   By Trustee    
1122(d)(4)(iv)
  Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related asset pool documents.   ü        
 
               
1122(d)(4)(v)
  The Servicer’s records regarding the pool assets agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.   ü        
 
               
1122(d)(4)(vi)
  Changes with respect to the terms or status of an obligor’s account (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.   ü        
 
               
1122(d)(4)(vii)
  Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.   ü        
 
               
1122(d)(4)(viii)
  Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).   ü        
 
               
1122(d)(4)(ix)
  Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents.           ü
 
               
1122(d)(4)(x)
  Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s account documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable account documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related Accounts, or such other number of days specified in the transaction agreements.           ü
 
               
1122(d)(4)(xi)
  Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.           ü
 
               
1122(d)(4)(xii)
  Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.           ü
 
               
1122(d)(4)(xiii)
  Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.           ü
 
               
1122(d)(4)(xiv)
  Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.   ü        
 
               
1122(d)(4)(xv)
  Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.           ü

 

EX-33.2 4 k25194exv33w2.htm REPORT ON ASSESSMENT OF COMPLIANCE WITH SERVICING CRIERIA exv33w2
 

Exhibit 33.2
MANAGEMENT’S ASSERTION OF COMPLIANCE
Management of the Agency and Trust division of Citibank, N.A. (or “Company”) is responsible for assessing compliance with the servicing criteria set forth in Item 1122(d) of Regulation AB promulgated by the Securities and Exchange Commission.
Management has determined that the servicing criteria in Item 1122 (d) of Regulation AB are applicable in regard to the servicing platform for the period as follows:
Platform: Publicly-issued (i.e., transaction-level reporting initially required under the Securities Exchange Act of 1934, as amended) automobile loan or lease-backed securities and student loan-backed securities issued on or after January 1, 2006, for which the Company provides the following servicing functions (the “Platform”): trustee and paying agent services.
Applicable Servicing Criteria: All servicing criteria set forth in Item 1122(d), to the extent required by Item 1122(d) servicing criteria in regards to the activities performed by the Company with respect to the Platform as to any transaction, except for the following criteria: 1122(d)(1)(i)-1122(d)(1)(iv), 1122(d)(2)(i), 1122(d)(2)(iii), 1122(d)(2)(vi), 1122(d)(2)(vii), 1122(d)(3)(i) and 1122(d)(4)(i)-1122(d)(4)(xv), which management has determined are not applicable to the activities the Company performs with respect to the Platform (the “Applicable Servicing Criteria”).
Period: Twelve months ended December 31, 2007 (the “Period”).
With respect to the Platform as of and for the Period, the Company’s management provides the following assertion of compliance with respect to the Applicable Servicing Criteria:
    The Company’s management is responsible for assessing the Company’s compliance with the Applicable Servicing Criteria.
 
    The Company’s management has assessed compliance with the Applicable Servicing Criteria. In making this assessment, management used the criteria set forth by the Securities and Exchange Commission in paragraph (d) of Item 1122 of Regulation AB.
 
    Based on such assessment, the Company has complied, in all material respects, with the Applicable Servicing Criteria.
KPMG LLP, a registered public accounting firm, has issued an attestation report with respect to management’s assertion of compliance with the Applicable Servicing Criteria as of and for the Period.
         
  CITIBANK, N.A.
 
 
  By:   /s/ Karen Montbach    
    Karen Montbach   
    Its: Managing Director   
 
Dated: February 29, 2008

 

EX-34.1 5 k25194exv34w1.htm ATTESTATION REPORT ON ASSESSMENT OF COMPLIANCE WITH THE SERVICING CRITERIA exv34w1
 

EXHIBIT 34-1
Virchow, Krause & Company, LLP
One Towne Square, Suite 600
Southfield, MI 48076
Report of Independent Registered Public Accounting Firm
To the Board of Directors of VW Credit, Inc. and
CitiBank, N.A., Indenture Trustee:
We have examined VW Credit, Inc’s (the Company) compliance with the servicing criteria set forth in Title 17, Section 229.1122(d) of the Securities and Exchange Commission’s Regulation AB for the Company’s Volkswagen Auto Loan Enhanced Trust 2007-1 asset backed securitization transactions except for the servicing criteria set forth in Sections 229.1122(d)(1)(ii)-(iv), 229.1122(d)(2)(vi), 229.1122(d)(4)(ix)-(xiii), and 229.1122(d)(4)(xv), which the Company has determined are not applicable to the activities it performs with respect to the asset-backed securities transactions being serviced as of December 31, 2007 and for the period from February 13, 2007 (date of issuance of the Notes issued by Volkswagen Auto Loan Enhanced Trust 2007-1) through December 31, 2007 (the “Reporting Period”). Management is responsible for the Company’s compliance with those servicing criteria. Our responsibility is to express an opinion on the Company’s compliance based on our examination.
Our examination was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Company’s compliance with the servicing criteria specified above and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company’s compliance with the servicing criteria.
Our examination disclosed one instance of noncompliance with servicing criteria set forth in Section 229.1122(d)(3)(i) which is applicable to the Company’s Volkswagen Auto Loan Enhanced Trust 2007-1. On March 28, 2007, an error was discovered in the Monthly Servicer’s Certificate filed on March 20, 2007. The Monthly Servicer’s Certificate incorrectly reported a net swap receipt as a net swap payment. Payments of principal and interest to investors were not affected and were correctly stated in the Monthly Servicer’s Certificate. On March 29, 2007, a restated version of the Monthly Servicer’s Certificate was delivered to the Indenture Trustee. The error was corrected upon recognition and, individually and in the aggregate did not have a material adverse impact on the Note holders and did not create a Servicer Default under the Agreement. We also noted one instance of noncompliance with servicing criteria set forth in Section 229.1122(d)(2)(i) which is applicable to the Company’s Volkswagen Auto Loan Enhanced Trust 2007-1. On February 27, 2008 a process control deficiency was identified for the period from December 4, 2007 through December 31, 2007 (corrected February 27, 2008) in the calculation of the daily amount required to transfer to the

 


 

collection account for the Volkswagen Auto Loan Enhanced Trust 2007-1, however, sufficient funds were being transferred and there was no impact to the Note holders.
In our opinion, except for the material noncompliance described in the third paragraph, VW Credit, Inc. complied, in all material respects, with the aforementioned servicing criteria for the period from February 13, 2007 through December 31, 2007.
/s/ Virchow Krause & Co., LLP
Southfield, Michigan
March 18, 2008

 

EX-34.2 6 k25194exv34w2.htm ATTESTATION REPORT ON ASSESSMENT OF COMPLIANCE WITH THE SERVICING CRITERIA exv34w2
 

Exhibit 34.2
Report of Independent Registered Public Accounting Firm
The Board of Directors
Citibank, N.A.:
We have examined management’s assertion, included in the accompanying Appendix I, that the Agency and Trust division of Citibank, N.A. (or “Company”) complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission’s Regulation AB for publicly-issued (i.e., transaction-level reporting initially required under the Securities Exchange Act of 1934, as amended) automobile loan or lease-backed securities and student loan-backed securities issued on or after January 1, 2006 for which the Company provides trustee and paying agent services (the “Platform”), except for servicing criteria 1122(d)(1)(i)-1122(d)(1)(iv), 1122(d)(2)(i), 1122(d)(2)(iii), 1122(d)(2)(vi), 1122(d)(2)(vii), 1122(d)(3)(i) and 1122(d)(4)(i)-1122(d)(4)(xv), which the Company has determined are not applicable to the activities it performs with respect to the Platform, as of and for the twelve months ended December 31, 2007. Management is responsible for the Company’s compliance with those servicing criteria. Our responsibility is to express an opinion on management’s assertion about the Company’s compliance based on our examination.
Our examination was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Company’s compliance with the servicing criteria specified above and performing such other procedures as we considered necessary in the circumstances. Our examination included testing selected asset-backed transactions and securities that comprise the Platform, testing selected servicing activities related to the Platform, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the servicing criteria. Furthermore, our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to determine whether errors may have occurred either prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report for the selected transactions or any other transactions. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company’s compliance with the servicing criteria.
In our opinion, management’s assessment that the Company complied with the aforementioned servicing criteria as of and for the twelve months ended December 31, 2007 is fairly stated, in all material respects.
(Signed) KPMG LLP
Chicago, Illinois
February 29, 2008

 

EX-35.1 7 k25194exv35w1.htm ANNUAL SERVICER COMPLIANCE STATEMENT OF THE SERVICER exv35w1
 

EXHIBIT 35.1
VW Credit, Inc. Report on Assessment of Compliance with Servicing Criteria
And Item 1123 of Regulation AB
 
VOLKSWAGEN AUTO LOAN ENHANCED TRUST 2007-1
The undersigned, a duly authorized officer of VW Credit, Inc. (“VCI”), as Servicer under the Sale and Servicing Agreement dated as of February 13, 2007 (as amended and supplemented, or otherwise modified and in effect from time to time, the “Sale and Servicing Agreement”), by and among Volkswagen Auto Loan Enhanced Trust 2007-1, as issuer, Volkswagen Auto Lease/Loan Underwritten Funding, LLC as Seller, VW Credit, Inc., as Servicer, and Citibank, N.A., as Indenture Trustee, does hereby certify that:
  1.   A review of the activities of the Servicer during the period from February 13, 2007 through December 31, 2007, and of its performance under the Sale and Servicing Agreement was conducted under my supervision.
 
  2.   To the best of my knowledge, based on such review, the Servicer has, fulfilled all of its obligations under the Sale and Servicing Agreement in all material respects throughout such period, except that with respect to the Applicable Servicing Criterion in paragraph (d)(3)(i) of item 1122. On March 28, 2007, an error was discovered in the Monthly Servicer’s Certificate filed on March 20, 2007. The Monthly Servicer’s Certificate incorrectly reported a net swap receipt as a net swap payment. Payments of principal and interest to investors were not affected and were correctly stated in the Monthly Servicer’s Certificate. On March 29, 2007, a restated version of the Monthly Servicer’s Certificate was delivered to the Indenture Trustee. The error was corrected upon recognition and, individually and in the aggregate did not have a material adverse impact on the Noteholders and did not create a Servicer Default under the Agreement. In addition, on February 27, 2008 a process control deficiency was identified (and corrected February 27, 2008) in the calculation of the daily amount required to transfer to the collection account, however, sufficient funds were being transferred and there was no impact to the Noteholders.
 
      IN WITNESS WHEREOF, the undersigned has duly executed this Certificate on behalf of the Servicer this twenty-eighth day of March, 2008.
         
     
  /s/ Frank Witter    
  Frank Witter   
  President & CFO   
 

 

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