0001193125-20-090498.txt : 20200330 0001193125-20-090498.hdr.sgml : 20200330 20200330124857 ACCESSION NUMBER: 0001193125-20-090498 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20191231 0001182534 0000833733 FILED AS OF DATE: 20200330 DATE AS OF CHANGE: 20200330 ABS ASSET CLASS: Auto leases FILER: COMPANY DATA: COMPANY CONFORMED NAME: Volkswagen Auto Lease Trust 2019-A CENTRAL INDEX KEY: 0001769465 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-214626-02 FILM NUMBER: 20755602 BUSINESS ADDRESS: STREET 1: 2200 FERDINAND PORSCHE DR. CITY: HERNDON STATE: VA ZIP: 20171 BUSINESS PHONE: (703) 364-7325 MAIL ADDRESS: STREET 1: 2200 FERDINAND PORSCHE DR. CITY: HERNDON STATE: VA ZIP: 20171 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: 20755601 BUSINESS ADDRESS: STREET 1: 2200 FERDINAND PORSCHE DR. CITY: HERNDON STATE: VA ZIP: 20171 BUSINESS PHONE: (703) 364-7325 MAIL ADDRESS: STREET 1: 2200 FERDINAND PORSCHE DR. CITY: HERNDON STATE: VA ZIP: 20171 FORMER COMPANY: FORMER CONFORMED NAME: VOLKSWAGEN AUTO LEASE UNDERWRITTEN FUNDING LLC DATE OF NAME CHANGE: 20020823 10-K 1 d736299d10k.htm 10-K 10-K

 

 

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, 2019

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                  to

333-214626-02

(Commission File Number of Issuing Entity)

 

 

Volkswagen Auto Lease Trust 2019-A

(Exact name of Issuing Entity as specified in its charter)

 

 

Central Index Key Number of Issuing Entity: 0001769465

 

 

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   83-6747337
(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

(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.    ☐  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 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.  ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, o a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer:      Accelerated filer:  
Non-accelerated filer:   ☒ (Do not check if a smaller reporting company)    Smaller reporting company:  
Emerging growth company:  

    

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

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 registrant’s 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 Registrant’s Common Equity, 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 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.


Item 16.

Form 10-K Summary.

Not Applicable.

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.

Volkswagen AG and other Volkswagen Group companies, including VW Credit, Inc., have been the subject of intense scrutiny, ongoing investigations (civil and criminal) and civil litigation relating to TDI diesel engines. Volkswagen AG and other Volkswagen Group companies have received subpoenas and inquiries from state attorneys general and other governmental authorities and are responding to such investigations and inquiries. Moreover, investigations by various US regulatory and government authorities, including in areas relating to securities, financing and tax are ongoing.

One such legal action to which VW Credit, Inc. and certain other Volkswagen Group companies are party is a civil action brought by the SEC pursuant to a complaint filed in the U.S. District Court for the Northern District of California on March 14, 2019. The complaint alleges that VW Credit, Inc., its indirect 100% parent, Volkswagen AG, an affiliate, Volkswagen Group of America Finance, LLC, and the former Chief Executive Officer of Volkswagen AG, Martin Winterkorn, violated the U.S. securities laws by selling certain bonds and asset-based securities without disclosing the existence of defeat devices, as defined under U.S. law, in certain diesel vehicles, and related exposures. A copy of the complaint is available at https://www.sec.gov/files/complaint-2019-03-14_0.pdf. VW Credit, Inc. and the other Volkswagen Group entities named in the SEC’s complaint intend to contest the SEC’s allegations.

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 2019-A (the “Issuing Entity”)), Volkswagen Auto Lease/Loan Underwritten Funding, LLC (the “Depositor”), Citibank, N.A. (the “Indenture Trustee”), VW Credit Leasing, Ltd. (the “Origination Trust”), Deutsche Bank Trust Company Delaware (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”), 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.

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 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 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 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 investor’s 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 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.

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 agreement (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.


EXHIBIT INDEX

 

Exhibit 31.1    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, 2019.


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 23, 2020

 

VOLKSWAGEN AUTO LEASE TRUST 2019-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)
EX-31.1 2 d736299dex311.htm EX-31.1 EX-31.1

EXHIBIT 31.1

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 2019-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 23, 2020

 

/s/ David Rands

David Rands
Executive Vice President & CFO
(senior officer in charge of the servicing function)
EX-33.1 3 d736299dex331.htm EX-33.1 EX-33.1

EXHIBIT 33.1

Report on Assessment of Compliance with Applicable Servicing Criteria for

Asset-Backed Securities of VW Credit, Inc.

March 23, 2020

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, 2019 and for the period from October 4, 2019 through December 31, 2019 (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 2019-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, 2019 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, except with respect to the Applicable Servicing Criteria in paragraph (d)(2)(i) of Item 1122 due to payments on pool of assets relating to certain non-cash dealer settlements and cash recoveries of approximately $9.3 million not being deposited within two business days. These deficiencies were identified by VCI during monthly control testing and corrective measures have been implemented. This amount is considered immaterial to the total collections and there was no adverse impact to the Noteholders, as total cash collected and deposited to the trustee accounts was more than required to pay principal and interest to investors during such months.

5.    Baker Tilly Virchow Krause, 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, 2019 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
SERVICING
CRITERIA

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 party’s performance and compliance with such servicing activities.     - No material
servicing
activities
outsourced
except
indentured
trustee who is
required to
provide the
certifications
and annual
reports
concerning
criteria 1122
(d) (2) (iii), (iv)
& (v)
     

1122(d)(1)(iii)

   Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained.     - Transaction
documents do
not require a
back-up
servicer
     

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 trustee’s 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.     - except with respect to remittances          
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.             
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.             
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.             
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.

            
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.             
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 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).             
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 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.             
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 servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.             
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.             
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.    ✓ - No escrow accounts managed for obligors          
EX-33.2 4 d736299dex332.htm EX-33.2 EX-33.2

Exhibit 33.2

MANAGEMENT’S 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, except for the following servicing criteria: 1122(d)(1)(i)-1122(d)(1)(v), 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, Applicable Servicing Criterion 1122(d)(3)(ii) is applicable only as it relates to remittances.

Period: Twelve months ended December 31, 2019 (the “Period”).

With respect to the Platform as of and for the Period, the Company’s management provides the following assessment 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, an independent registered public accounting firm, has issued an attestation report with respect to management’s 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 21, 2020


Appendix A

Asset-backed Transactions and Securities Constituting the Platform

DEAL NAME

ACOLT ABF Credit Facility

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

AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2017-2

AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2017-3

AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2018-2

AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2018-3

AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2019-3

BMW Vehicle Lease Trust 2016-2

HART 2015-A

HART 2015-B

HART 2015-C

HART 2016-A

HART 2016-B

HART 2017-A

HART 2017-B

HART 2018-A

HART 2018-B

HART 2019-A

HART 2019-B

SLC 2006-A

VALET 2018-1

VALT 2019-A

Drive Auto Receivables Trust 2019-2

EX-34.1 5 d736299dex341.htm EX-34.1 EX-34.1

Exhibit 34.1

 

 

LOGO

 

Baker Tilly Virchow Krause, LLP

8219 Leesburg Pike, Ste 800

 

Tysons, VA 22182-2625

United States of America

 

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.

We have examined management’s assertion, included in the accompanying Report on Assessment of Compliance with Applicable Servicing Criteria, that VW Credit, Inc. (the “Company”) complied with the servicing criteria set forth in Title 17, Section 229.1122(d) of the Securities and Exchange Commission’s Regulation AB for the asset-backed securities transactions involving retail automotive leases registered with the Securities Exchange Commission for which the Company acted as servicer (the Regulation AB “Platform”), as of December 31, 2019 and for the period from October 4, 2019 through December 31, 2019 (the “Reporting Period”), except for the servicing criteria set forth in Sections 229.1122(d)(1)(iv), 229.1122(d)(2)(iii), 229.1122(d)(2)(vi), 229.1122(d)(3)(ii) with respect to remittances, 229.1122(d)(3)(iii)-(iv), and 229.1122(d)(4)(ix)-(xiii), which the Company has determined are not applicable to the activities it performs with respect to the asset-backed securities transactions being serviced. The management of VW Credit, Inc. is responsible for its assertion and 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 attestation standards of the Public Company Accounting Oversight Board (United States) and in accordance with the attestation standards established by the American Institute of Certified Public Accountants. Those standards require that we plan and perform the examination to obtain reasonable assurance about whether management’s assertion regarding the Company’s compliance with the servicing criteria specified above is fairly stated, in all material respects, and, accordingly, included examining, on a test basis, evidence about the Company’s compliance with the applicable servicing criteria and performing such other procedures as we considered necessary in the circumstances. An examination involves performing procedures to obtain evidence about whether management’s assertion is fairly stated, in all material respects. The nature, timing, and extent of the procedures selected depend on our judgement, including an assessment of risks of material misstatement of management’s assertion, whether due to fraud or error. Our examination included testing of 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 applicable servicing criteria. 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 detect noncompliance arising from errors that 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. We believe that our examination and the evidence we obtained is sufficient and appropriate to provide 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 assertion that VW Credit, Inc. complied with the aforementioned servicing criteria as of December 31, 2019 and for the Reporting Period then ended, for asset-backed securities transactions involving automotive lease transactions completed and registered with the Securities Exchange Commission for which the Company acted as servicer is fairly stated, in all material respects.

/s/ Baker Tilly Virchow Krause, LLP

Tysons Corner, Virginia

March 23, 2020

Baker Tilly Virchow Krause, LLP trading as Baker Tilly is a member of the global network of Baker Tilly International Ltd., the members of which are separate and independent legal entities. © 2019 Baker Tilly Virchow Krause, LLP

EX-34.2 6 d736299dex342.htm EX-34.2 EX-34.2

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 Management’s 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 Commission’s Regulation AB (the “Servicing Criteria”) 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 Management’s 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)(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, 2019. With respect to the Platform, Servicing Criterion 1122(d)(3)(ii) is applicable only as it relates to remittances. Management is responsible for the Company’s compliance with the Servicing Criteria. Our responsibility is to express an opinion on management’s assertion about the Company’s compliance with the Servicing Criteria 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 to obtain reasonable assurance and, accordingly, included examining, on a test basis, evidence about the Company’s compliance with the Servicing Criteria 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 assertion that the Company complied with the aforementioned Servicing Criteria as of and for the twelve months ended December 31, 2019 is fairly stated, in all material respects.

/s/ KPMG LLP

Chicago, Illinois

February 21, 2020

EX-35.1 7 d736299dex351.htm EX-35.1 EX-35.1

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 2019-A

 

 

The undersigned, a duly authorized officer of VW Credit, Inc. (“VCI”), as Servicer (the “Servicer”), under the Transaction SUBI Supplement 2019-A to Servicing Agreement dated as of October 4, 2019 (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 October 4, 2019 through December 31, 2019, 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-third day of March 2020.

 

/s/ David Rands

David Rands
Executive Vice President & CFO
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