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
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2016
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
333-185282-08
(Commission File Number of Issuing Entity)
Volkswagen Auto Lease Trust 2015-A
(Exact name of Issuing Entity as specified in its charter)
Central Index Key Number of Issuing Entity: 0001631989
Volkswagen Auto Lease/Loan Underwritten Funding, LLC
(Exact name of Depositor as specified in its charter)
Central Index Key Number of Depositor: 0001182534
VW Credit, Inc.
(Exact name of Sponsor as specified in its charter)
Central Index Key Number of Securitizer: 0000833733
State of Delaware | 11-3650483 | |
(State or other jurisdiction of incorporation or organization of Registrant) |
(I.R.S. Employer Identification No. of Registrant) | |
2200 Ferdinand Porsche Drive Herndon, Virginia |
20171 | |
(Address of principal executive offices of Registrant) | (Zip Code of Registrant) |
(703) 364-7000
(Registrants 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. ☐ Yes ☒ 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. ☐ Yes ☒ 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. ☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒ Yes ☐ 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 registrants 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. ☒
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 definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer: | ☐ | Accelerated filer: | ☐ | |||
Non-accelerated filer: | ☒ | 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 ☐ No ☒
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 registrants most recently completed second fiscal quarter. None
Documents incorporated by reference: None
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. |
Item 1B. | Unresolved Staff Comments. |
Not Applicable.
Item 4. | Mine Safety Disclosures. |
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 Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. | |
(B) Item 6 |
Selected Financial Data. | |
(C) Item 7 |
Managements 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 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.
(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.
VW Credit, Inc. is currently a party to multiple lawsuits by obligors seeking to rescind retail installment sale and lease contracts with VW Credit, Inc. for the purchase or lease of vehicles equipped with TDI diesel engines, to enjoin VW Credit, Inc. from collecting payments on sale or lease contracts with respect to such vehicles and to enjoin VW Credit, Inc. from reporting derogatory information to consumer credit reporting agencies with respect to any missed payments under such contracts. Moreover, VW Credit, Inc. has been sued in various lawsuits, along with Volkswagen Group of America, Inc., arising from the industry-wide recall in the United States of certain Takata airbags installed in certain Volkswagen brand vehicles. VW Credit, Inc. anticipates that all of these lawsuits will be resolved through recourse and/or settlement against the vehicle manufacturer, rather than VW Credit, Inc. With respect to lawsuits relating to TDI engines, VW Credit, Inc. has also received assurances from the affected vehicle manufacturers that VW Credit, Inc. will be fully indemnified for any claims successfully asserted against VW Credit, Inc. for these matters. Accordingly, VW Credit, Inc. does not believe that noteholders will be adversely affected by these lawsuits.
Except as described above, 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 Lease Trust 2015-A (the Issuing Entity)), Volkswagen Auto Lease/Loan Underwritten Funding, LLC (the Depositor), VW Credit Leasing, Ltd. (the Origination Trust), Deutsche Bank Trust Company Americas (the Owner Trustee), U.S. Bank National Association (in its capacity as UTI trustee, the UTI Trustee, in its capacity as transaction SUBI trustee, the Transaction SUBI Trustee and in its capacity as administrative trustee, the Administrative Trustee), Wilmington Trust Company (the Delaware Trustee) or the Issuing Entity or of which any property of the foregoing is the subject 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.
The following information has been provided by Citibank, N.A., as indenture trustee (the Indenture Trustee) solely for purposes of compliance with Regulation AB:
Citibank, N.A. (Citibank) is acting as Indenture Trustee for the attached ABS transactions. In the ordinary course of business, Citibank is involved in a number of legal proceedings, including in connection with its role as trustee of certain RMBS transactions. One such proceeding was a civil action filed against Citibank in the Supreme Court of the State of New York on June 18, 2014 by a group of investors in 48 private-label RMBS trusts for which Citibank serves or did serve as trustee, asserting claims for alleged violations of the Trust Indenture Act of 1939, breach of contract, breach of fiduciary duty and negligence based on Citibanks alleged failure to perform its duties as trustee for the 48 RMBS trusts. On November 24, 2014, plaintiffs sought leave to withdraw this action. On the same day, a smaller subset of similar plaintiff investors in 27 private-label RMBS trusts for which Citibank serves or did serve as trustee, filed a new civil action against Citibank in the Southern District of New York asserting similar claims as the prior action filed in state court. In January 2015, the court closed plaintiffs original state court action. Citibanks motion to dismiss the federal complaint was fully briefed as of May 13, 2015. On September 8, 2015, the federal court dismissed all claims as to 24 of the 27 trusts and allowed certain of the claims to proceed as to the other three trusts. This case is still pending.
On November 24, 2015, the same investors that brought the federal case brought a new civil action in the Supreme Court of the State of New York related to 25 private-label RMBS trusts for which Citibank allegedly serves or did serve as trustee. This case includes the 24 trusts previously dismissed in the federal action, and one additional trust. The investors assert claims for breach of contract, breach of fiduciary duty, breach of duty to avoid conflicts of interest, and violation of New Yorks Streit Act. Citibanks motion to dismiss was fully briefed as of April 15, 2016. Following oral argument on Citibanks motion to dismiss, Plaintiffs filed an amended complaint on August 5, 2016. Citibanks motion to dismiss the amended complaint was fully briefed as of October 21, 2016. We await a decision.
On August 19, 2015, the Federal Deposit Insurance Corporation (FDIC) as Receiver for a financial institution filed a civil action against Citibank in the Southern District of New York. This action relates to one private-label RMBS trust for which Citibank formerly served as trustee. FDIC asserts claims for breach of contract, violation of the Streit Act, and violation of the Trust Indenture Act. Citibank jointly briefed a motion to dismiss with The Bank of New York Mellon and U.S. Bank, entities that have also been sued by FDIC in their capacity as trustee, and whose cases are also in front of Judge Carter. Defendants joint motion to dismiss was fully briefed as of March 22, 2016. On September 30, 2016, the Court granted Citibanks motion to dismiss the complaint without prejudice for lack of subject matter jurisdiction. On October 14, 2016, FDIC filed a motion for reargument or relief from judgment from the Courts dismissal order. On October 25, 2016, the court granted leave for defendants to file an opposition, which is due November 15, 2016.
There can be no assurances as to the outcome of litigation or the possible impact of litigation on the trustee or the RMBS trusts. However, Citibank denies liability and intends to vigorously defend against the litigation. Furthermore, neither the above-disclosed litigation nor any other pending legal proceeding involving Citibank will materially affect Citibanks ability to perform its duties as Indenture Trustee under the Indentures for the ABS transactions.
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 Entitys Certificate, representing the residual interest in the Issuing Entity. The Sponsor is settlor and initial beneficiary of the Origination Trust. The asset pool represents a portfolio of assets held by the Origination Trust in which the Issuing Entity holds a beneficial interest.
Other than as specified in this Item above, none of VW Credit, Inc., the Depositor, the Origination Trust or the Issuing Entity is an affiliate of any of the following parties, and, except as described below, none of the following parties are affiliates of any of the other following parties:
(1) | Indenture Trustee. |
(2) | Owner Trustee. |
(3) | Issuer Delaware Trustee |
(4) | U.S. Bank National Association (in its capacities as UTI Trustee, Transaction SUBI Trustee and Administrative Trustee). |
(5) | Delaware Trustee. |
The Owner Trustee and the Issuer Delaware Trustee are affiliates.
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 arms 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 Origination Trust, the Indenture Trustee, the Owner Trustee, the Issuer Delaware Trustee, U.S. Bank National Association (in its capacities as UTI Trustee, Transaction SUBI Trustee and Administrative Trustee), the Delaware 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 investors understanding of the Notes.
Item 1122 of Regulation AB. Compliance with Applicable Servicing Criteria.
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 Trustees Servicing Assessment Report nor the Indenture Trustees 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.
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.
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, 2017
VOLKSWAGEN AUTO LEASE TRUST 2015-A | ||
By: VW Credit, Inc., as Servicer | ||
By: | /s/ David Rands | |
David Rands | ||
Executive Vice President & CFO | ||
(senior officer in charge of the servicing function) |
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 Baker Tilly Virchow Krause, 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, 2016. |
EXHIBIT 31
CERTIFICATION OF SENIOR OFFICER IN CHARGE OF THE SERVICING FUNCTION OF THE SERVICER PURSUANT TO Rule 15d-14(d)
I, David Rands, 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 Form 10-K, of Volkswagen Auto Lease Trust 2015-A (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 the following unaffiliated party: Citibank, N.A.
March 28, 2017
/s/ David Rands |
David Rands |
Executive Vice President & CFO |
(senior officer in charge of the servicing function) |
EXHIBIT 33.1
Report on Assessment of Compliance with Applicable Servicing Criteria for
Asset-Backed Securities of VW Credit, Inc.
March 28, 2017
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, 2016 and for the period from January 1, 2016 through December 31, 2016 (the Reporting Period) as set forth in Exhibit A hereto. This report does not include asset backed securities transactions for which VCI acted as servicer involving retail auto leases consummated prior to the effectiveness of Regulation AB. The sole asset-backed securities transaction covered by this report was the Volkswagen Auto Lease Trust 2015-A.
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 listed 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 leases 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 has complied, in all material respects, with the Applicable Servicing Criteria as of December 31, 2016 and for the Reporting Period with respect to its asset backed securities transactions involving retail auto leases (other than transactions consummated prior to the effectiveness of Regulation AB).
5. Baker Tilly Virchow Krause, LLP, an independent registered public accounting firm, has issued an attestation report on VCIs assessment of compliance with the Applicable Servicing Criteria as of December 31, 2016 and for the Reporting Period.
VW CREDIT, INC. | ||
By: | /s/ David Rands | |
David Rands | ||
Executive Vice President & CFO |
EXHIBIT A
SERVICING CRITERIA |
APPLICABLE SERVICING CRITERIA |
INAPPLICABLE | ||||||
Reference |
Criteria |
Performed by Servicer |
Performed 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. | ✓ | ||||||
1122(d)(1)(ii) | If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third partys performance and compliance with such servicing activities. | ✓ | ||||||
1122(d)(1)(iii) | Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained. | ✓ | ||||||
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. | ✓ | ||||||
1122(d)(1)(v) | Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information. | ✓ | ||||||
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. | ✓ | ||||||
1122(d)(2)(ii) | Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel. | ✓ | ✓ | |||||
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. | ✓ | ||||||
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. | ✓ | ||||||
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. | ✓ | ||||||
1122(d)(2)(vi) | Unissued checks are safeguarded so as to prevent unauthorized access. | ✓ | ||||||
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. | ✓ | ||||||
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 trustees records as to the total unpaid principal balance and number of pool assets serviced by the Servicer. | ✓ | ||||||
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. | ✓ | ✓ | |||||
1122(d)(3)(iii) | Disbursements made to an investor are posted within two business days to the Servicers investor records, or such other number of days specified in the transaction agreements. | ✓ | ||||||
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. | ✓ | ||||||
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. | ✓ | ||||||
1122(d)(4)(ii) | Pool assets and related documents are safeguarded as required by the transaction agreements. | ✓ | ||||||
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. | ✓ |
SERVICING CRITERIA |
APPLICABLE SERVICING CRITERIA |
INAPPLICABLE | ||||||
Reference |
Criteria |
Performed by Servicer |
Performed 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 Servicers 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. | ✓ | ||||||
1122(d)(4)(v) |
The Servicers records regarding the pool assets agree with the Servicers records with respect to an obligors unpaid principal balance. |
✓ | ||||||
1122(d)(4)(vi) |
Changes with respect to the terms or status of an obligors 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. | ✓ | ||||||
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. | ✓ | ||||||
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 entitys 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). | ✓ | ||||||
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. | ✓ | ||||||
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 obligors 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. | ✓ | ||||||
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. | ✓ | ||||||
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 servicers funds and not charged to the obligor, unless the late payment was due to the obligors error or omission. | ✓ | ||||||
1122(d)(4)(xiii) |
Disbursements made on behalf of an obligor are posted within two business days to the obligors records maintained by the servicer, or such other number of days specified in the transaction agreements. | ✓ | ||||||
1122(d)(4)(xiv) |
Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements. | ✓ | ||||||
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. | ✓ |
EXHIBIT 33.2
MANAGEMENTS ASSESSMENT 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 as of and for the period as follows:
Platform: Publicly-issued (i.e., transaction-level reporting initially required under the Securities Exchange Act of 1934, as amended) and certain privately-issued (i.e., for which transaction-level reporting is required pursuant to contractual obligation) automobile loan or lease-backed securities, equipment loan-backed securities and student loan-backed securities issued on or after January 1, 2006, as listed in Appendix A, for which the Company provides trustee and paying agent services (the Platform).
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)(v), 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). With respect to the Platform, servicing criterion 1122(d)(3)(ii) is applicable only as it relates to remittances.
Period: Twelve months ended December 31, 2016 (the Period).
With respect to the Platform as of and for the Period, the Companys management provides the following assessment of compliance with respect to the Applicable Servicing Criteria:
| The Companys management is responsible for assessing the Companys compliance with the Applicable Servicing Criteria. |
| The Companys 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, an independent registered public accounting firm, has issued an attestation report with respect to managements assessment of compliance with the Applicable Servicing Criteria as of and for the Period.
CITIBANK, N.A. | ||
By: | /s/ Karen Montbach | |
Its: | Managing Director |
Dated: February 24, 2017
Appendix A
Asset-backed Transactions and Securities Constituting the Platform
DEAL NAME
ACOLT ABF Credit Facility
Ally Auto Receivables Trust 2014-SN1
Ally Auto Receivables Trust 2014-SN2
Ally Auto Receivables Trust 2015-SN1
AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2013-2
AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2013-3
AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2014-2
AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2014-3
AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2015-2
AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2015-3
AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2016-2
AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2016-3
BMW Vehicle Lease Trust 2016-2
HART 2012-A
HART 2012-B
HART 2012-C
HART 2014-B
HART 2015-A
HART 2015-B
HART 2015-C
HART 2016-A
HART 2016-B
SLC 2006-A
VALET 2012-2
VALT 2014-A
VALT 2015-A
Exhibit 34.1
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Baker Tilly Virchow Krause, LLP | ||||
8219 Leesburg Pike, Ste. 800 | ||||
Tysons Corner, VA 22182 | ||||
T: +1 703 923 8300 | ||||
F: +1 703 923 8330 bakertilly.com |
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, Incs (the Company) compliance with the servicing criteria set forth in Title 17, Section 229.1122(d) of the Securities and Exchange Commissions Regulation AB for the Companys Volkswagen Auto Lease Trust 2015-A (the Trust) 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)(3)(ii) with respect to remittances, 229.1122(d)(3)(iii)-(iv), 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, 2016 and for the period from January 1, 2016 through December 31, 2016 (the Reporting Period). Management is responsible for the Companys compliance with those servicing criteria. Our responsibility is to express an opinion on the Companys 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 Companys 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 of the Trust, testing selected servicing activities related to the Trust, 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 Companys compliance with the servicing criteria.
In our opinion, VW Credit, Inc. complied, in all material respects, with the aforementioned servicing criteria as of and for the year ended December 31, 2016 except that, with respect to the Applicable Servicing Criterion in paragraph (d)(2)(i) of item 1122, cash collected on Friday, January 1, 2016 was not transferred within two business days. The deficiency was identified during the Companys month-end testing, however, as total cash collected and deposited to the trustees for the month of January was more than what was required to pay principal and interest to investors, there was no adverse impact to the Noteholders.
/s/ Baker Tilly Virchow Krause, LLP |
Tysons Corner, Virginia |
March 28, 2017 |
Exhibit 34.2
Report of Independent Registered Public Accounting Firm
The Board of Directors
Citibank, N.A.:
We have examined managements assessment, included in the accompanying Managements Assessment of Compliance, that the Agency and Trust division of Citibank, N.A. (the Company) complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commissions Regulation AB for publicly-issued (i.e., transaction-level reporting initially required under the Securities Exchange Act of 1934, as amended) and certain privately-issued (i.e., for which transaction-level reporting is required pursuant to contractual obligation) automobile loan or lease-backed securities, equipment loan-backed securities and student loan-backed securities issued on or after January 1, 2006, as listed in Appendix A of the accompanying Managements Assessment of Compliance, for which the Company provides trustee and paying agent services (the Platform), except for servicing criteria 1122(d)(1)(i)-1122(d)(1)(v), 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, 2016. With respect to the Platform, servicing criterion 1122(d)(3)(ii) is applicable only as it relates to remittances. Management is responsible for the Companys compliance with the servicing criteria. Our responsibility is to express an opinion on managements assessment about the Companys compliance based on our examination.
Our examination was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Companys 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 Companys compliance with the servicing criteria.
In our opinion, managements assessment that the Company complied with the aforementioned servicing criteria as of and for the twelve months ended December 31, 2016 is fairly stated, in all material respects.
/s/ KPMG LLP
Chicago, Illinois
February 24, 2017
EXHIBIT 35.1
VW Credit, Inc. Annual Servicer Compliance Statement
Pursuant to Section 7.11 of the Transaction SUBI Servicing Supplement
And Item 1123 of Regulation AB
VOLKSWAGEN AUTO LEASE TRUST 2015-A
The undersigned, a duly authorized officer of VW Credit, Inc. (VCI), as Servicer under the Transaction SUBI Supplement 2015-A to Servicing Agreement dated as of March 5, 2015 (as amended and supplemented, or otherwise modified and in effect from time to time, the Transaction SUBI Servicing Supplement), by and among VW Credit Leasing, Ltd., VCI, as Servicer, and U.S. Bank National Association, as SUBI Trustee, does hereby certify that:
1. | A review of the activities of the Servicer during the period from January 1, 2016 through December 31, 2016, and of its performance under the Transaction SUBI Servicing Supplement 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 Transaction SUBI Servicing Supplement in all material respects throughout such period. |
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate on behalf of the Servicer this twenty-eighth day of March, 2017.
/s/ David Rands |
David Rands |
Executive Vice President & CFO |