Press Release

DBRS Takes Rating Actions on VCL Master Residual Value S.A., acting through its Compartment 1

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September 25, 2017

DBRS Ratings Limited (DBRS) confirmed the ratings previously assigned to VCL Master Residual Value S.A., acting on behalf of its Compartment 1 (the Issuer) as follows:

-- Series 2014-2, Class A Notes at AAA (sf)
-- Series 2014-3, Class A Notes at AAA (sf)
-- Series 2014-5, Class A Notes at AAA (sf)
-- Series 2014-6, Class A Notes at AAA (sf)
-- Series 2014-7, Class A Notes at AAA (sf)
-- Series 2014-8, Class A Notes at AAA (sf)
-- Series 2014-9, Class A Notes at AAA (sf)
-- Series 2014-10, Class A Notes at AAA (sf)
-- Series 2014-11, Class A Notes at AAA (sf)
-- Series 2014-4, Class B Notes at A (high) (sf)
-- Series 2014-5, Class B Notes at A (high) (sf)
-- Series 2014-6, Class B Notes at A (high) (sf)

DBRS also assigned a new rating as follows:

-- Series 2017-1, Class B Notes at A (high) (sf)

Finally, DBRS discontinued the AAA (sf) rating on the Series 2014-4, Class A Notes and the A (high) (sf) rating on the Series 2014-3, Class B Notes.

The rating actions follow the execution of an amendment agreement that envisages the following:

-- The issuance of new Class B Notes under Series 2017-1;
-- The set-up of hedging agreements related to the Series 2017-1 Class B Notes;
-- The set-up of new hedging agreements in place related to the Series 2014-2, 2014-3, 2014-5, 2014-6, 2014-7, 2014-8, 2014-9 and 2014-10 Class A Notes and Series 2014-4, 2014-5 and 2014-6 Class B Notes in replacement of such agreements previously in place;
-- The extension of the revolving period of the Series 2014-2, 2014-3, 2014-5, 2014-6, 2014-7, 2014-8, 2014-9 and 2014-10 Class A Notes and Series 2014-4, 2014-5 and 2014-6 Class B Notes;
-- The redemption and repayment of the Series 2014-4, Class A Notes and the Series 2014-3, Class B Notes.

The program features and provisions remain substantially unchanged.

The notes are backed by EUR 2.3 billion of assets, including cash expectancy rights related to residual values of motor vehicle lease contracts originated by Volkswagen Leasing GmbH (VWL).

The ratings are based on a review by DBRS of the following analytical considerations:

-- The program’s capital structure and form and sufficiency of available credit enhancement.
-- Credit enhancement in the form of subordination, overcollateralisation and a fully funded liquidity reserve from the issuance date.
-- Credit enhancement levels are sufficient to support the expected cumulative net loss assumption projected under various stress scenarios at a AAA (sf) and A (high) (sf) standard for the series of Class A Notes and Class B Notes, respectively.
-- The ability of the structure to withstand stressed cash flow assumptions and repay investors according to the terms under which they have invested.
-- The program counterparties’ capabilities with regard to originations, underwriting, servicing and their financial strength.
-- DBRS conducted an operational risk review of VWL at their premises in Brunswick and deems it to be an acceptable servicer.
-- The credit quality and industry diversification of the collateral and historical and projected performance of the seller’s portfolio.
-- The sovereign rating of the Federal Republic of Germany, currently rated AAA with a Stable trend by DBRS.
-- The legal structure and presence of legal opinions addressing the assignment of the assets to the Issuer and the consistency with DBRS’s “Legal Criteria for European Structured Finance Transactions” methodology.

The transaction was modeled in intex DealMaker

Notes:
All figures are in euros unless otherwise noted.

The principal methodology applicable to the rating is “Rating Consumer and Commercial Asset-Backed Securitisations.”

DBRS has applied the principal methodology consistently and conducted a review of the transaction in accordance with the principal methodology.

An asset and a cash flow analysis were both conducted. Due to the inclusion of a revolving period in the transaction, the analysis is, and continues to be, based on the worst-case replenishment criteria set forth in the transaction legal documents.

In DBRS’s opinion, a discontinued-repaid rating action does not warrant the application of the entire principal methodology, as the bond has been repaid in full.

Other methodologies referenced in this transaction are listed at the end of this press release.

These may be found on www.dbrs.com at: http://www.dbrs.com/about/methodologies.

The sources of data and information used for this rating include performance data relating to receivables provided by VWL directly or through its agents, Volkswagen Financial Services AG and Credit Agricole Corporate and Investment Bank. DBRS received historical net loss data relating to VWL’s originations by monthly vintages on a cumulative basis dating back to 2002. DBRS received residual value data on aggregated base related to the entire origination of VWL dating back to 2010. Data was also provided relating to delinquencies and prepayments dating back to 2010. Portfolio stratifications on the updated portfolio were provided in the form of the latest investor report.

DBRS did not rely upon third-party due diligence in order to conduct its analysis.

At the time of the initial rating DBRS was not supplied with third-party assessments. However, this did not impact the rating analysis.

DBRS was supplied with one or more third-party assessments. DBRS applied additional cash flow stresses in its rating analysis.

DBRS considers the data and information available to it for the purposes of providing this rating to be of satisfactory quality.

DBRS does not audit or independently verify the data or information it receives in connection with the rating process.

This rating concerns a newly issued financial instrument. This is the first DBRS rating on this financial instrument.

The last rating action on this transaction took place on 28 March 2017.

Information regarding DBRS ratings, including definitions, policies and methodologies, is available on www.dbrs.com.

To assess the impact of changing the transaction parameters on the rating, DBRS considered the following stress scenarios, as compared to the parameters used to determine the rating (the Base Case):

-- Probability of Default (PD) Rates Used: Base Case PD of 1.75%, a 25% and 50% increase on the base case PD.
-- Recovery Rates Used: Recovery Rate of 40% at the AAA (sf) stress level and 50% at the A (high) (sf) stress level, a 25% and 50% decrease in the base case Recovery Rate. Note that the percentage decreases in the recovery rates are assumed for the other stress recovery rate levels.
-- Residual Value (RV) Loss: Base Case of 41% for the Class A Notes, and 32% for the Class B Notes. In both scenarios a 25% and 50% increase in RV Loss was applied.

DBRS concludes that for the Class A Notes:

-- A hypothetical increase in the PD and loss given default (LGD) by 25%, ceteris paribus, would not lead to a downgrade of the Class A Notes.
-- A hypothetical increase of the PD and LGD by 50%, ceteris paribus, would lead to a downgrade of the Class A Notes to AA (high).
--A hypothetical increase in the RV loss by 25%, ceteris paribus, would not lead to a downgrade of the Class A Notes.
-- A hypothetical increase in the RV loss by 50%, ceteris paribus, would not lead to a downgrade of the Class A Notes.
-- A hypothetical increase in the PD and LGD, and RV loss by 25%, ceteris paribus, would not lead to a downgrade of the Class A Notes.
-- A hypothetical increase in the PD and LGD by 50%, with a hypothetical increase in RV loss by 25%, ceteris paribus, would lead to a downgrade of the Class A Notes to AA (high).
-- A hypothetical increase in the PD and LGD by 25%, with a hypothetical increase in RV loss by 50%, ceteris paribus, would not lead to a downgrade of the Class A Notes.
-- A hypothetical increase in the PD and LGD, and RV loss by 50%, ceteris paribus, would lead to a downgrade of the Class A Notes to AA (high).

DBRS concludes that for the Class B Notes:

-- A hypothetical increase in the PD and LGD by 25%, ceteris paribus, would not lead to a downgrade of the Class B Notes.
-- A hypothetical increase of the PD and LGD by 50%, ceteris paribus, would lead to a downgrade of the Class B Notes to “A.”
--A hypothetical increase in the RV loss by 25%, ceteris paribus, would not lead to a downgrade of the Class B Notes.
-- A hypothetical increase in the RV loss by 50%, ceteris paribus, would not lead to a downgrade of the Class B Notes.
-- A hypothetical increase in the PD and LGD, and RV loss by 25%, ceteris paribus, would not lead to a downgrade of the Class B Notes.
-- A hypothetical increase in the PD and LGD by 50%, with a hypothetical increase in RV loss by 25%, ceteris paribus, would lead to a downgrade of the Class B Notes to “A.”
-- A hypothetical increase in the PD and LGD by 25%, with a hypothetical increase in RV loss by 50%, ceteris paribus, would not lead to a downgrade of the Class B Notes.
-- A hypothetical increase in the PD and LGD, and RV loss by 50%, ceteris paribus, would lead to a downgrade of the Class B Notes to “A.”

For further information on DBRS historical default rates published by the European Securities and Markets Authority (ESMA) in a central repository, see: http://cerep.esma.europa.eu/cerep-web/statistics/defaults.xhtml.

Ratings assigned by DBRS Ratings Limited are subject to EU and U.S. regulations only.

Lead Analyst: Matthew Nyong, Senior Financial Analyst – ABS
Rating Committee Chair: Christian Aufsatz, Managing Director – Head of European Structured Finance
Initial Rating Date: 26 September 2016

DBRS Ratings Limited
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Registered in England and Wales: No. 7139960

The rating methodologies used in the analysis of this transaction can be found at: http://www.dbrs.com/about/methodologies.

-- Rating European Consumer and Commercial Asset-Backed Securitisations (October 2016)
-- Legal Criteria for European Structured Finance Transactions (September 2016)
-- Derivative Criteria for European Structured Finance Transactions (October 2016)
-- Operational Risk Assessment for European Structured Finance Servicers (October 2016)
-- Operational Risk Assessment for European Structured Finance Originators (October 2016)
-- Unified Interest Rate Model for European Securitisations (November 2016)

A description of how DBRS analyses structured finance transactions and how the methodologies are collectively applied can be found at: http://www.dbrs.com/research/278375.

ALL MORNINGSTAR DBRS RATINGS ARE SUBJECT TO DISCLAIMERS AND CERTAIN LIMITATIONS. PLEASE READ THESE DISCLAIMERS AND LIMITATIONS AND ADDITIONAL INFORMATION REGARDING MORNINGSTAR DBRS RATINGS, INCLUDING DEFINITIONS, POLICIES, RATING SCALES AND METHODOLOGIES.