**Exhibit 33.1**

 

**Capital One Auto Finance, Inc.**

**Report on Assessment of Compliance with Servicing Criteria**

 

1.             Capital One Auto Finance, Inc.(the “Asserting Party”) is responsible for assessing compliance with theservicing criteria applicable to it under paragraph (d) of Item 1122 ofRegulation AB, as of and for the 12-month period ended December 31, 2007(the “Reporting Period”), as set forth in Appendix B hereto. The transactionscovered by this report include asset-backed securities transactions sponsoredby the Asserting Party involving auto receivables that were completed on andafter the effective date of Regulation AB and that were registered with theSecurities and Exchange Commission pursuant to the Securities Act of 1933 wherethe related asset-backed securities were outstanding during the ReportingPeriod (the “Platform”), as listed in Appendix A hereto;

 

2.             TheAsserting Party has engaged certain third parties to perform all or a portionof certain servicing criteria set forth in paragraph (d) of Item 1122 ofRegulation AB. In each such case, these third parties have been identified asParties Participating in the Servicing Function and have provided assessmentsof compliance pursuant to Item 1122 of Regulation AB.  The Asserting Party is not taking anyresponsibility for assessing compliance with the servicing criteria or portionof the servicing criteria applicable to such third parties’ activities;

 

3.             Exceptas set forth in paragraph 4 below, the Asserting Party used the criteria setforth in paragraph (d) of Item 1122 of Regulation AB to assess thecompliance with the applicable servicing criteria;

 

4.             Thecriteria listed in the column titled “Inapplicable Servicing Criteria” onAppendix B hereto are inapplicable to the Asserting Party based on theactivities it performs with respect to the Platform;

 

5.             TheAsserting Party has complied, in all material respects, with the applicableservicing criteria as of December 31, 2007 and for the Reporting Period****with respect to the Platform taken as awhole; and

 

6.             Ernst & Young LLP, aregistered public accounting firm, has issued an attestation report on theAsserting Party’s assessment of compliance with the applicable servicingcriteria as of December 31, 2007 and for the Reporting Period.

 

March 27, 2008

 
| CAPITAL ONE AUTO FINANCE,  INC. |
|---------------------------------|
|                            |   |
|                            |   |
| By:                             | /s/Sanjiv Yajnik |   |
| Name:                           | Sanjiv Yajnik |
| Title:                          | Executive Vice President,  Auto Finance |
|                                 |  |  |  |

 

----

 

APPENDIX A

 

Capital One Auto Finance Trust 2006-A

 

Capital One Auto Finance Trust 2006-B

 

Capital One Auto Finance Trust 2006-C

 

Capital One Prime Auto Receivable Trust 2006-1

 

Capital One Prime Auto Receivable Trust 2006-2

 

Capital One Auto Finance Trust 2007-A

 

Capital One Auto Finance Trust 2007-B

 

Capital One Auto Finance Trust 2007-C

 

Capital One Prime Auto Receivables Trust 2007-1

 

Capital One Prime Auto Receivables Trust 2007-2

 

----

 

APPENDIX B

 
| **SERVICING CRITERIA** | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | ** ** | ** **                         |
|------------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------------------------|
| **Reference**          | ** ** | **Criteria**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | ** ** | **APPLICABLE  SERVICING CRITERIA** | ** ** | **INAPPLICABLE  SERVICING  CRITERIA** |
|                   | ** ** | **General  Servicing Considerations**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | ** ** | ** **                         | ** ** | ** ** |
| 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | ** ** | **X**                              | ** ** | ** ** |
| 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | ** ** | **X**                              |   |   |
| 1122(d)(1)(iii)        |       | Any  requirements in the transaction agreements to maintain a back-up servicer for  the pool assets are maintained.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | ** ** | ** **                         | ** ** | **X** |
| 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |       |                               | ** ** | **X** |
| ** **             | ** ** | **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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | ** ** | **X(1)**                           |   |   |
| 1122(d)(2)(ii)         |       | Disbursements  made via wire transfer on behalf of an obligor or to an investor are made  only by authorized personnel.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | ** ** | ** **                         | ** ** | **X** |
| 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |       |                               | ** ** | **X** |
| 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | ** ** | **X(2)**                           |   |   |
| 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 §240.13k-1(b)(1) of this chapter                                                                                                                                                                                                                                                                                                                                                    |       |                               | ** ** | **X** |
| 1122(d)(2)(vi)         |       | Unissued  checks are safeguarded so as to prevent unauthorized access.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |       |                               | ** ** | **X** |
| 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: (A) are mathematically accurate; (B) are  prepared within 30 calendar days after the bank statement cutoff date, or  such other number of days specified in the transaction agreements;  (C) are 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. | ** ** | **X**                              |   |   |

 

----

 
| **SERVICING CRITERIA** | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | ** ** | ** **                          |
|------------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-------------------------------------|
| **Reference**          | ** ** | **Criteria**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | ** ** | **APPLICABLE   SERVICING CRITERIA** | ** ** | **INAPPLICABLE   SERVICING   CRITERIA** |
| ** **             | ** ** | **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. | ** ** | **X**                               |   |   |
| 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | ** ** | **X(3)**                            |   |   |
| 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |       |                                | ** ** | **X** |
| 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |       |                                | ** ** | **X** |
|                   | ** ** | **Pool  Asset Administration**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | ** ** | ** **                          | ** ** | ** ** |
| 1122(d)(4)(i)          |       | Collateral  or security on pool assets is maintained as required by the transaction  agreements or related pool asset documents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | ** ** | **X(4)**                            |   |   |
| 1122(d)(4)(ii)         |       | Pool  Assets and related documents are safeguarded as required by the transaction  agreements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | ** ** | **X(5)**                            | ** ** | ** ** |
| 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | ** ** | **X**                               |   |   |
| 1122(d)(4)(iv)         |       | Payments  on pool assets, including any payoffs, made in accordance with the related  pool asset documents are posted to the applicable 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 pool  asset documents.                                                                                                                                                                                                                                                                   | ** ** | **X(6)**                            |   |   |
| 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | ** ** | **X**                               |   |   |
| 1122(d)(4)(vi)         |       | Changes  with respect to the terms or status of an obligor’s pool assets (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.                                                                                                                                                                                                                                                                                                                                                                                                                                     | ** ** | **X**                               |   |   |
| 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.                                                                                                                                                                                                                                                                                                                                                                                           | ** ** | **X**                               |   |   |

 

----

 
| **SERVICING CRITERIA** | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | ** ** | ** **                         |
|------------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------------------------|
| **Reference**          | ** ** | **Criteria**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | ** ** | **APPLICABLE  SERVICING CRITERIA** | ** ** | **INAPPLICABLE  SERVICING  CRITERIA** |
| 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).                                                                                        | ** ** | **X**                              |   |   |
| 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |       |                               | ** ** | **X** |
| 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 pool asset  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 pool asset documents and state  laws; and (C) such funds are returned to the obligor within 30 calendar  days of full repayment of the related pool assets, or such other number of  days specified in the transaction agreements. |       |                               | ** ** | **X** |
| 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.                                                                                                                                                                                                              | ** ** | ** **                         | ** ** | **X** |
| 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.                                                                                                                                                                                                                                                                                                                                                                  | ** ** | ** **                         | ** ** | **X** |
| 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.                                                                                                                                                                                                                                                                                                                                                                                                 |       |                               | ** ** | **X** |
| 1122(d)(4)(xiv)        |       | Delinquencies,  charge-offs and uncollectible accounts are recognized and recorded in  accordance with the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | ** ** | **X**                              | ** ** | ** ** |
| 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.                                                                                                                                                                                                                                                                                                                                                                                                                        | ** ** | **X**                              | ** ** | ** ** |

 

----

(1)                      1122(d)(2)(i): The Asserting Party was responsible for sending paymentson the pool assets to The Bank of New York and/or  Deutsche Bank Trust Company Americas, each asan indenture trustee (collectively, the “Indenture Trustees”), for thetransactions included in the Asserting Party’s Platform.  The Indenture Trustees were responsible fordepositing such payments on the pool assets into the appropriate custodial bankaccounts.

 

(2)                      1122(d)(2)(iv): The Asserting Party was responsible for directing theIndenture Trustees to open the appropriate custodial bank accounts. TheIndenture Trustees were responsible for opening and maintaining such custodialbank accounts at the direction of the Asserting Party.

 

(3)                      1122(d)(3)(ii): The Asserting Party was responsible for the allocationof funds due to investors. The Indenture Trustees were responsible forremitting such funds to investors at the direction of the Asserting Party.

 

(4)                      1122(d)(4)(i): The Asserting Party was responsible for maintenance ofthe collateral loan files. FDI Computer Consulting, Inc., a partyparticipating in the servicing function, was responsible for maintenance of thecertificates of titles for the vehicles financed by the pool assets.

 

----

 

(5)                      1122(d)(4)(ii): The responsibilities of the Asserting Party includedsafeguarding the collateral loan files. FDI Computer Consulting, Inc., a party participating in theservicing function, was responsible for safeguarding the certificates of titlefor the vehicles financed by the pool assets.

 

(6)                      1122(d)(4)(iv):  The AssertingParty was responsible for the remittance of electronic payments on pool assetsand for the servicing functions related to the allocation and posting ofpayments on pool assets. First Data Resources, Inc., through its affiliateREMITCO LLC, as parties participating in the servicing function, wereresponsible for the opening, listing and depositing of remittance paymentsmailed to post office boxes serviced by the Asserting Party.

 

----