**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

** **

**Washington,D.C. 20549**

 

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**FORM 10-K**

** **

**ANNUAL AND TRANSITION REPORTSPURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934**

 

**(Mark One)**

| x                                                                                                                                                                                                                                                                                                                                          | **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF  THE SECURITIES EXCHANGE ACT OF 1934**     |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                       |
| **For the  fiscal year ended December 31, 2007.**                                                                                                                                                                                                                                                                                     |
|                                                                                                                                                                                                                                                                                                                                       |
| **or**                                                                                                                                                                                                                                                                                                                                     |
|                                                                                                                                                                                                                                                                                                                                       |
| o                                                                                                                                                                                                                                                                                                                                          | **TRANSITION REPORT PURSUANT TO SECTION 13 OR  15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
|                                                                                                                                                                                                                                                                                                                                       |
| **For the  transition period from                      to                              .** |

 

**333-128722-06**

**(Commission File Number for theIssuing Entity)**

 

**CAPITAL ONE AUTO FINANCE TRUST 2007-A**

(Exact name of the Issuing Entity asspecified in its charter)

 

**333-128722** (Commission File Number for theDepositor)

 

**CAPITAL ONE AUTO RECEIVABLES, LLC**

(Exact name of the Depositor as specified inits charter)

 

**CAPITAL ONE AUTO FINANCE, INC.**

(Exact name of the Sponsor as specified in its charter)

 

**Delaware**(State or other jurisdiction of incorporation or organization for the IssuingEntity and the Depositor)

 

**51-6584384**

(I.R.S. Employer Identification No. for the Issuing Entity)

 

**31-1750007**

(I.R.S. Employer Identification No. forthe Depositor)

 

**140 East Shore Drive**

**Room 1052-D**

**Glen Allen,Virginia 23059**

(Address of principal executive offices)

 

**(804)290-6736**

(Telephone number, including area code)

 

**None**(Former Name orFormer Address, if Changed Since Last Report)

 
| Securities  registered pursuant to Section 12(b) of the Securities Exchange Act  of 1934: | ** ** | **None** |
|-----------------------------------------------------------------------------------------------------|------------|----------|
| Securities  registered pursuant to Section 12(g) of the Securities Exchange Act  of 1934: | ** ** | **None** |

 

Indicateby check mark if the registrant is a well-known seasoned issuer (as defined in Rule 405of the Securities Act).    o  Yes    x  No

 

Indicateby check mark if the registrant is not required to file reports pursuant to Section 13or Section 15(d) of the Securities ExchangeAct.    o  Yes   x  No

 

Indicateby check mark whether the registrant (1) has filed all reports required tobe filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject tosuch filing requirements for the past 90 days.

 

x  Yes    o  No

 

Indicateby check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K (§ 229.405 of this chapter) is not contained herein, and willnot be contained, to the best of registrant’s knowledge, in definitive proxy orinformation statements incorporated by reference in Part III of this Form 10-Kor any amendment to this Form 10-K.  x

 

Indicateby check mark whether the registrant is a large accelerated filer, anaccelerated filer, or a non-accelerated filer, or a smaller reporting company.  See definition of “large accelerated filer,”and “accelerated filer,” and “smaller reporting company” in Rule 12b-2 ofthe Securities Exchange Act.  (Checkone):

 

| Large Accelerated Filer  o                |   | Accelerated Filer  o         |
|------------------------------------------------|--------|-----------------------------------|
| Non-Accelerated Filer  x                  |   | Smaller Reporting Company  o |
| (Do not check if a smaller  reporting company) |   |                              |   |   |

 

Indicateby check mark whether the registrant is a shell company (as defined in Rule 12b-2of the Exchange Act).

 

o  Yes    x  No

 

Statethe aggregate market value of the voting and non-voting common equity held bynon-affiliates computed by reference to the price at which the common equitywas last sold, or the average bid and asked price of such common equity, as ofthe last business day of the registrant’s most recently completed second fiscalquarter.  **None**

 

Registrantdoes not have any voting stock.

 

Documents Incorporated by Reference.  **See Item 15(b)**.

 

 

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**PART I**

 

**The following items havebeen omitted in accordance with General Instruction J to Form 10-K:**

 
| (A)    |   | Item 1:  | Business                                             |
|--------|--------|----------|------------------------------------------------------|
|   |   |     |                                                 |
| (B)    |   | Item 1A: | Risk Factors                                         |
|   |   |     |                                                 |
| (C)    |   | Item 2:  | Properties                                           |
|   |   |     |                                                 |
| (D)    |   | Item 3:  | Legal Proceedings                                    |
|   |   |     |                                                 |
| (E)    |   | Item 4:  | Submission of Matters to a  Vote of Security Holders |

 

**Item 1B. Unresolved StaffComments.**

 

Not applicable.

 

**Substitute informationprovided in accordance with General Instruction J to Form 10-K:**

 

**Item 1112(b) of RegulationAB. Significant Obligors of Pool Assets (Financial Information).**

 

No single obligor represents 10% or more ofthe pool assets held by Capital One Auto Finance Trust 2007-A (the “IssuingEntity”).

 

**Item 1114(b)(2) ofRegulation AB. Credit Enhancement and Other Support, Except for CertainDerivatives Instruments (Information Regarding Significant EnhancementProviders).**

 

The consolidated financial statements ofAmbac Assurance Corporation and its subsidiaries (“Ambac”) are incorporatedherein by reference from Exhibit 99.01 of the Annual Report on Form 10-Kfiled by Ambac Financial Group, Inc. (File No. 1-10777) with the SECon February 29, 2008.  You should beaware that any such financial statements may be modified or superseded by adocument filed with the SEC at a later date. You should not assume that information concerning Ambac is accurate asof any date other than the date that such Form 10-K was filed with theSEC.

 

**Item 1115(b) of RegulationAB.****Certain Derivatives Instruments (FinancialInformation).**

 

Based on the standards set forth in Item 1115(b) ofRegulation AB, no information is required in response to this Item.

 

**Item 1117 of Regulation AB. LegalProceedings.**

 

There are no material legal or governmentalproceedings pending against Capital One Auto Finance, Inc. (“COAF”),Capital One Auto Receivables, LLC (the “Depositor”), Capital One, NationalAssociation (“CONA”), REMITCO, LLC the Issuing Entity, Onyx Acceptance Corp. (“Onyx”),The Bank of New York, as Indenture Trustee, or Wilmington Trust Company, asOwner Trustee, or of which any property of the foregoing is the subject.  COAF, Onyx and CONA are currently parties tovarious legal proceedings arising from time to time in the ordinary course oftheir businesses, some of which purport to be class actions.  Based on information currently available, itis the opinion of COAF, Onyx and CONA that the eventual outcome of anycurrently pending legal proceeding, individually or in the aggregate, will nothave a material adverse effect on their ability to perform their obligations inrelation to the receivables.  Noassurance, however, can be given that the final outcome of these legalproceedings, if unfavorable, either individually or in the aggregate, would nothave a material adverse impact on COAF, Onyx or CONA.  Any such unfavorable outcome could adverselyaffect the ability of COAF, Onyx or CONA to perform their respectiveobligations with respect to the receivables and potentially lead to thereplacement of Onyx (as successor in interest to COAF) with a successorservicer.

 

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**PART II**

 

**The following items havebeen omitted in accordance with General Instruction J 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 9A(T). Controls andProcedures.**

 

Not applicable.

 

**Item 9B. OtherInformation.**

 

None.

 

3

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**PART III**

 

**The following items havebeen omitted in accordance with General Instruction J to Form 10-K:**

 

(A)                              Item 10:      Directors,Executive Officers, and Corporate Governance

 

(B)                                Item 11:      ExecutiveCompensation

 

(C)                                Item 12:      SecurityOwnership of Certain Beneficial Owners and Management and Related StockholderMatters

 

(D)                               Item 13:      CertainRelationships and Related Transactions, and Director Independence

 

(E)                                 Item 14:      PrincipalAccountant Fees and Services

 

**Substitute informationprovided in accordance with General Instruction J to Form 10-K:**

 

**Item 1119 of Regulation AB.Affiliations and Certain Relationships and Related Transactions.**

 

Informationrequired by Item 1119 of Regulation AB has been omitted from this report on Form 10-Kin reliance on the Instruction to Item 1119.

 

**Item 1122 of Regulation AB.Compliance with Applicable Servicing Criteria.**

 

TheSponsor (in its role as Servicer), First Data Resources, Inc., REMITCOLLC, FDI Computer Consulting, Inc. and The Bank of New York (collectively,the “Servicing Parties”) have each been identified by the registrant as partiesparticipating in the servicing function with respect to more than 5% of thepool assets held by the Issuing Entity. Each of the Servicing Parties has completed a report on an assessment ofcompliance with the servicing criteria applicable to it (each, a “Report onAssessment”), which Reports on Assessment are attached as exhibits to this Form 10-K.  In addition, each of the Servicing Partieshas provided an attestation report (each, an “Attestation Report”) by one ormore registered public accounting firms, which reports are also attached asexhibits to this Form 10-K.

 

TheBank of New York’s Report on Assessment and related Attestation Report haveidentified material noncompliance with one servicing criterion applicable toThe Bank of New York.  Specifically, withregard to servicing criterion 1122(d)(2)(i) (which contemplates thatpayments on pool assets are deposited into the appropriate custodial bankaccounts and related bank clearing accounts within the time frames specified inthe transaction agreements), collections received on assets relating to certainseries of securities were not deposited into a segregated account for eachspecified series but rather were deposited into a general account held by theindenture trustee and remitted directly to the investors in such series.  The Bank of New York indicates that thesegregated account relating to each specified series was in existence prior tothe time deposits were to be made into such account but such account was notutilized in all instances by the indenture trustee as stated above.

 

TheBank of New York further indicates in its Report on Assessment that (i) allcollections were properly allocated by the indenture trustee to the relatedseries of securities and timely remitted to the investors in such series, and (ii) procedureshave been in place and are currently being reinforced so that collections aredeposited into the segregated account for each specified series within theapplicable time frames and then remitted to the investors in such series inaccordance with the related transaction documents.  We have not independently verified theaccuracy of The Bank of New York’s assertions or the adequacy of itsremediation efforts.

 

Regulationsof the Securities and Exchange Commission (the “SEC”) require that eachServicing Participant complete a Report on Assessment at a “platform” level,meaning that the transactions covered by the Report on Assessment shouldinclude all asset-backed securities transactions involving such ServicingParticipant that are backed by the same asset type.  More recent guidance 

 

4

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fromthe SEC staff identified additional parameters which a Servicing Participantmay apply to define and further limit its platform.  For example, a Servicing Participant maydefine its platform to include only transactions that were completed on orafter January 1, 2006 and that were registered with the SEC pursuant tothe Securities Act of 1933.  EachServicing Participant is responsible for defining its own platform, and eachplatform will naturally differ based on various factors, including theServicing Participant’s business model and the transactions in which it isinvolved.

 

Basedon our understanding of their platforms and the guidance that is available atthis time, we believe that the parameters by which the Servicing Participantshave defined their platforms should be permissible.  However, because the SEC’s regulations arenew and the guidance that is available at this time is subject to clarificationor change, we cannot assure you that the SEC and its staff will necessarilyagree.

 

**Item 1123 of RegulationAB. Servicer Compliance Statements.**

 

The Sponsor (in its role as servicer as ofand for the period ended December 31, 2007) and CONA have been identifiedby the registrant as the servicers meeting the criteria of Item 1108 (a)(2)(i),(ii) or (iii) with respect to the asset pool held by the Issuing Entity.  The Sponsor and CONA have each completed astatement of compliance with applicable servicing criteria (a “ComplianceStatement”) signed by an authorized officer of the Sponsor and CONA,respectively.  The Compliance Statementsare attached as exhibits to this Form 10-K.

 

5

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**PART IV**

 

**Item 15. Exhibits AndFinancial Statement Schedules.**

 
| (a)(1) |   | Not Applicable. |
|--------|--------|-----------------|
|   |   |            |
| (a)(2) |   | Not Applicable. |
|   |   |            |
| (a)(3) |   | Not Applicable. |
|   |   |            |
| (b)    |   | Exhibits.       |

 

The exhibits listed below are either included orincorporated by reference as indicated:

 
| Exhibit 3.1  |   | Amended  and Restated Limited Liability Company Agreement of the Registrant dated as  of July 26, 2001.**                                                                           |
|-------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|              |   |                                                                                                                                                                                     |
| Exhibit 4.1  |   | Amended  and Restated Trust Agreement dated February 15, 2007 between the  Registrant and Wilmington Trust Company, in its capacity as owner trustee.*                              |
|              |   |                                                                                                                                                                                     |
| Exhibit 4.2  |   | Indenture  dated February 15, 2007 between the Issuing Entity and The Bank of New  York, as the indenture trustee (the “Indenture Trustee”) (including forms of  Notes).* |
|              |   |                                                                                                                                                                                     |
| Exhibit 4.3  |   | Note Guaranty Insurance Policy dated as of February 15, 2007 delivered  by Ambac Assurance Corporation (the “Note Insurer”).*                                             |
|              |   |                                                                                                                                                                                     |
| Exhibit 10.1 |   | Purchase Agreement dated  February 15, 2007 between the Registrant and COAF.*                                                                                                       |
|              |   |                                                                                                                                                                                     |
| Exhibit 10.2 |   | Sale  and Servicing Agreement dated February 15, 2007 between the Registrant, the  Issuing Entity, and the Indenture Trustee.*                                                      |
|              |   |                                                                                                                                                                                     |
| Exhibit 10.3 |   | Administration  Agreement dated February 15, 2007 among the Issuing Entity, COAF, as the  administrator, and the Indenture Trustee.*                                                |
|              |   |                                                                                                                                                                                     |
| Exhibit 10.4 |   | Insurance  Agreement dated as of February 15, 2007 among the Note Insurer, COAF, the Registrant, the Issuing Entity and the  Indenture Trustee.*                                    |
|              |   |                                                                                                                                                                                     |
| Exhibit 10.5 |   | ISDA  Master Agreement dated as of February 15, 2007 between the Issuing  Entity and Barclays Bank PLC (the “Swap Counterparty”).*                                        |
|              |   |                                                                                                                                                                                     |
| Exhibit 10.6 |   | Schedule  to the ISDA Master Agreement dated as of February 15, 2007 between the  Issuing Entity and the Swap Counterparty.*                                                        |
|              |   |                                                                                                                                                                                     |
| Exhibit 10.7 |   | The  Class A-3-B Swap Transaction Confirmation dated as of February 15,  2007 between the Issuing Entity and the Swap Counterparty.*                                           |
|              |   |                                                                                                                                                                                     |
| Exhibit 10.8 |   | The  Class A-4 Swap Transaction Confirmation dated as of February 15,  2007 between the Issuing Entity and the Swap Counterparty.*                                             |
|              |   |                                                                                                                                                                                     |
| Exhibit 31.1 |   | Certification  of Capital One Auto Finance, Inc. pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002.                                                                   |
|              |   |                                                                                                                                                                                     |
| Exhibit 33.1 |   | Report  on Assessment of Compliance with Servicing Criteria for Asset Backed  Securities of Capital One Auto Finance, Inc.                                                          |

 

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| Exhibit 33.2 |   | Report on Assessment of Compliance with SEC Regulation AB Criteria by  First Data Resources, Inc. and its affiliate REMITCO LLC.                                                                             |
|-------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|              |   |                                                                                                                                                                                                              |
| Exhibit 33.3 |   | Report  on Assessment of Compliance with Applicable Servicing Criteria for Asset  Backed Securities of FDI Computer Consulting, Inc.                                                                         |
|              |   |                                                                                                                                                                                                              |
| Exhibit 33.4 |   | Report  on Assertion of Compliance with Applicable Servicing Criteria for  Asset-Backed Securities of The Bank of New York.                                                                                       |
|              |   |                                                                                                                                                                                                              |
| Exhibit 34.1 |   | Attestation  Report of Independent Registered Public Accounting Firm on Assessment of  Compliance with Applicable Servicing Criteria for Asset-Backed Securities  relating to Capital One Auto Finance, Inc. |
|              |   |                                                                                                                                                                                                              |
| Exhibit 34.2 |   | Attestation  Report of Independent Registered Public Accounting Firm on Assessment of  Compliance with SEC Regulation AB Criteria by First Data Resources, Inc.  and its affiliate REMITCO LLC.              |
|              |   |                                                                                                                                                                                                              |
| Exhibit 34.3 |   | Attestation  Report of Independent Registered Public Accounting Firm on Assessment of  Compliance with Applicable Servicing Criteria for Asset-Backed Securities  relating to FDI Computer Consulting, Inc.  |
|              |   |                                                                                                                                                                                                              |
| Exhibit 34.4 |   | Attestation  Report of Independent Registered Public Accounting Firm on Assertion of  Compliance with Applicable Servicing Criteria for Asset-Backed Securities  relating to The Bank of New York.                |
|              |   |                                                                                                                                                                                                              |
| Exhibit 35.1 |   | Servicing  Compliance Statement of Capital One Auto Finance, Inc.                                                                                                                                            |
|              |   |                                                                                                                                                                                                              |
| Exhibit 35.2 |   | Servicing  Compliance Statement of Capital One, National Association.                                                                                                                                             |
|              |   |                                                                                                                                                                                                              |
| Exhibit 99.1 |   | The  consolidated financial statements of Ambac Assurance Corporation and its  subsidiaries.***                                                                                                                   |

 

(c)           Not Applicable.

 

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*Incorporatedby reference from the Form 8-K of the Registrant and the Issuing Entityfiled on February 21, 2007.

 

**Incorporatedby reference from Exhibit 3.1 filed with Form 8-K of the Registrant,file no. 333-54736, on August 6, 2001.

 

***Incorporatedherein by reference from Exhibit 99.01 of the Annual Report on Form 10-Kfiled by Ambac Financial Group, Inc. (File No. 1-10777) with the SECon February 29, 2008).

 

7

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**SIGNATURES**

 

Pursuant to the requirements of Section 13 or 15(d) of theSecurities Exchange Act of 1934, the registrant has duly caused this report tobe signed on its behalf by the undersigned, thereunto duly authorized.

 

Date:  March 27,2008

 

 
|   | CAPITAL  ONE AUTO RECEIVABLES, LLC, as  Depositor |
|--------|---------------------------------------------------|
|   |                                              |   |
|   |                                              |   |
|   | By:                                               | /s/Stephen Linehan |
|   |                                              | Name: | Stephen Linehan* |
|   |                                              | Title: | Treasurer |

 

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*Stephen Linehan is the senior officer in charge of securitization of CapitalOne Auto Receivables, LLC.

 

8

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**EXHIBITINDEX**

 
| Exhibit 3.1  |   | Amended  and Restated Limited Liability Company Agreement of the Registrant dated as  of July 26, 2001.**                                                                           |
|-------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|              |   |                                                                                                                                                                                     |
| Exhibit 4.1  |   | Amended  and Restated Trust Agreement dated February 15, 2007 between the  Registrant and Wilmington Trust Company, in its capacity as owner trustee.*                              |
|              |   |                                                                                                                                                                                     |
| Exhibit 4.2  |   | Indenture  dated February 15, 2007 between the Issuing Entity and The Bank of New  York, as the indenture trustee (the “Indenture Trustee”) (including forms of  Notes).* |
|              |   |                                                                                                                                                                                     |
| Exhibit 4.3  |   | Note Guaranty Insurance Policy dated as of February 15, 2007  delivered by Ambac Assurance Corporation (the “Note Insurer”).*                                             |
|              |   |                                                                                                                                                                                     |
| Exhibit 10.1 |   | Purchase Agreement dated  February 15, 2007 between the Registrant and COAF.*                                                                                                       |
|              |   |                                                                                                                                                                                     |
| Exhibit 10.2 |   | Sale  and Servicing Agreement dated February 15, 2007 between the Registrant,  the Issuing Entity, and the Indenture Trustee.*                                                      |
|              |   |                                                                                                                                                                                     |
| Exhibit 10.3 |   | Administration  Agreement dated February 15, 2007 among the Issuing Entity, COAF, as the  administrator, and the Indenture Trustee.*                                                |
|              |   |                                                                                                                                                                                     |
| Exhibit 10.4 |   | Insurance  Agreement dated as of February 15, 2007 among the Note Insurer, COAF, the Registrant, the Issuing Entity and the  Indenture Trustee.*                                    |
|              |   |                                                                                                                                                                                     |
| Exhibit 10.5 |   | ISDA  Master Agreement dated as of February 15, 2007 between the Issuing  Entity and Barclays Bank PLC (the “Swap Counterparty”).*                                        |
|              |   |                                                                                                                                                                                     |
| Exhibit 10.6 |   | Schedule  to the ISDA Master Agreement dated as of February 15, 2007 between the  Issuing Entity and the Swap Counterparty.*                                                        |
|              |   |                                                                                                                                                                                     |
| Exhibit 10.7 |   | The  Class A-3-B Swap Transaction Confirmation dated as of February 15,  2007 between the Issuing Entity and the Swap Counterparty.*                                           |
|              |   |                                                                                                                                                                                     |
| Exhibit 10.8 |   | The  Class A-4 Swap Transaction Confirmation dated as of February 15,  2007 between the Issuing Entity and the Swap Counterparty.*                                             |
|              |   |                                                                                                                                                                                     |
| Exhibit 31.1 |   | Certification  of Capital One Auto Finance, Inc. pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002.                                                                   |
|              |   |                                                                                                                                                                                     |
| Exhibit 33.1 |   | Report  on Assessment of Compliance with Servicing Criteria for Asset Backed  Securities of Capital One Auto Finance, Inc.                                                          |
|              |   |                                                                                                                                                                                     |
| Exhibit 33.2 |   | Report on Assessment of Compliance with SEC Regulation AB Criteria by  First Data Resources, Inc. and its affiliate REMITCO LLC.                                                    |
|              |   |                                                                                                                                                                                     |
| Exhibit 33.3 |   | Report  on Assessment of Compliance with Applicable Servicing Criteria for Asset  Backed Securities of FDI Computer Consulting, Inc.                                                |
|              |   |                                                                                                                                                                                     |
| Exhibit 33.4 |   | Report  on Assertion of Compliance with Applicable Servicing Criteria for  Asset-Backed Securities of The Bank of New York.                                                              |

 

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| Exhibit 34.1 |   | Attestation  Report of Independent Registered Public Accounting Firm on Assessment of  Compliance with Servicing Criteria for Asset-Backed Securities relating to  Capital One Auto Finance, Inc.           |
|-------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|              |   |                                                                                                                                                                                                             |
| Exhibit 34.2 |   | Attestation  Report of Independent Registered Public Accounting Firm on Assessment of  Compliance with SEC Regulation AB Criteria by First Data Resources, Inc.  and its affiliate REMITCO LLC.             |
|              |   |                                                                                                                                                                                                             |
| Exhibit 34.3 |   | Attestation  Report of Independent Registered Public Accounting Firm on Assessment of  Compliance with Applicable Servicing Criteria for Asset-Backed Securities  relating to FDI Computer Consulting, Inc. |
|              |   |                                                                                                                                                                                                             |
| Exhibit 34.4 |   | Attestation  Report of Independent Registered Public Accounting Firm on Assertion of  Compliance with Applicable Servicing Criteria for Asset-Backed Securities  relating to The Bank of New York.               |
|              |   |                                                                                                                                                                                                             |
| Exhibit 35.1 |   | Servicing  Compliance Statement of Capital One Auto Finance, Inc.                                                                                                                                           |
|              |   |                                                                                                                                                                                                             |
| Exhibit 35.2 |   | Servicing  Compliance Statement of Capital One, National Association.                                                                                                                                            |
|              |   |                                                                                                                                                                                                             |
| Exhibit 99.1 |   | The  consolidated financial statements of Ambac Assurance Corporation and its  subsidiaries.***                                                                                                                  |

 

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*Incorporatedby reference from the Form 8-K of the Registrant and the Issuing Entityfiled on February 21, 2007.

 

**Incorporatedby reference from Exhibit 3.1 filed with Form 8-K of the Registrant,file no. 333-54736, on August 6, 2001.

 

***Incorporatedherein by reference from Exhibit 99.01 of the Annual Report on Form 10-Kfiled by Ambac Financial Group, Inc. (File No. 1-10777) with the SECon February 29, 2008).

 

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