UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(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, 2013
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
333-159392-04
(Commission file number of issuing entity)
WORLD OMNI AUTO RECEIVABLES TRUST 2012-A
(Exact name of issuing entity as specified in its charter)
WORLD OMNI AUTO RECEIVABLES LLC
(Exact name of depositor as specified in its charter)
WORLD OMNI FINANCIAL CORP.
(Exact name of sponsor as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
52-2184798
(I.R.S. Employer Identification No.)
190 Jim Moran Boulevard
Deerfield Beach, FL 33442
(Address of principal executive offices)
Registrant's telephone number, including area code: (954) 429-2200
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the 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 x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ¨ No x
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 x 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 Item 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. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non−accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b−2 of the Exchange Act. (Check one):
| Large accelerated filer | ¨ | Accelerated filer ¨ | |
| Non-accelerated filer | x | Smaller reporting company ¨ | |
| (Do not check if a smaller reporting company) | |||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b−2 of the Act).
Yes ¨ No x
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.
Not applicable.
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
Not applicable.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the part of the Form 10−K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and, (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).
None
World Omni Auto Receivables Trust 2012-A
PART I
| Item 1. | Business. |
Not Applicable.
| Item 1A. | Risk Factors. |
Not Applicable.
| Item 1B. | Unresolved Staff Comments. |
Not Applicable.
| Item 2. | Properties. |
Not Applicable.
| Item 3. | Legal Proceedings. |
Not Applicable.
| Item 4. | Mine Safety Disclosures. |
Not Applicable.
Substitute Information Provided in Accordance with General Instruction J to Form 10-K:
ITEM 1112(B) OF REGULATION AB. SIGNIFICANT OBLIGORS OF POOL ASSETS (FINANCIAL INFORMATION).
No single obligor represents 10% or more of the pool assets held by World Omni Auto Receivables Trust 2012-A (the "Trust").
ITEM 1114(B)(2) OF REGULATION AB. CREDIT ENHANCEMENT AND OTHER SUPPORT, EXCEPT FOR CERTAIN DERIVATIVES INSTRUMENTS (INFORMATION REGARDING SIGNIFICANT ENHANCEMENT PROVIDERS).
No entity or group of affiliated entities provides any external credit enhancement or other support with respect to either payment on the pool assets held by the Trust or payments on the notes (the "Notes") or certificates (the "Certificates") issued by the Trust.
ITEM 1115(B) OF REGULATION AB. CERTAIN DERIVATIVE INSTRUMENTS (FINANCIAL INFORMATION).
Based on the standards set forth in Item 1115(b) of Regulation AB, no information is required in response to this item.
ITEM 1117 OF REGULATION AB. LEGAL PROCEEDINGS.
No legal proceedings are pending (or known to be contemplated by governmental authorities) against any of World Omni Financial Corp. (the "Sponsor"), World Omni Auto Receivables LLC (the "Depositor"), The Bank of New York Mellon (the "Indenture Trustee"), the Trust or the other parties described in Item 1117 of Regulation AB nor is any property of any of the foregoing entities subject to any such proceedings, that are material to holders of the Notes or the Certificates.
PART II
| Item 5. | Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. |
Not applicable.
| Item 6. | Selected Financial Data. |
Not applicable.
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
Not applicable.
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk. |
Not applicable.
| Item 8. | Financial Statements and Supplementary Data. |
Not applicable.
| Item 9. | Changes In and Disagreements With Accountants on Accounting and Financial Disclosure. |
Not applicable.
| Item 9A. | Controls and Procedures. |
Not applicable.
| Item 9B. | Other Information. |
Not applicable.
PART III
| Item 10. | Directors, Executive Officers and Corporate Governance. |
Not applicable because there are no directors or executive officers of the registrant.
| Item 11. | Executive Compensation. |
Not applicable.
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |
Not Applicable.
| Item 13. | Certain Relationships and Related Transactions, and Director Independence. |
Not applicable.
| Item 14. | Principal Accountant Fees and Services. |
Not applicable.
Substitute Information Provided in Accordance with General Instruction J to Form 10-K:
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 Trust. The Sponsor is also the primary servicer. The Depositor is a wholly-owned subsidiary of the Sponsor and, therefore, a wholly-owned subsidiary of the originator and the primary servicer. Through its purchase of the Certificates, the Depositor has acquired a 100% ownership interest in the Trust; therefore, the Trust is an affiliated party of the Depositor and, indirectly, of the Sponsor (including in its role as originator and primary servicer).
The Indenture Trustee is not affiliated with any of the Sponsor (including in its role as originator and primary servicer), the Depositor or the Trust.
There are no significant obligors, external enhancement or support providers, or other material parties related to the Notes or Certificates.
In addition, there are no business relationships, agreements, arrangements, transactions or understandings outside the ordinary course of business or on terms other than would be obtained in an arm's length transaction with an unrelated party, apart from the transaction involving the issuance of the Notes and Certificates by the Trust, between the Sponsor, the Depositor or the Trust and any of the parties mentioned in this Item.
ITEM 1122 OF REGULATION AB. COMPLIANCE WITH APPLICABLE SERVICING CRITERIA.
The Sponsor (in its role as servicer) and the Indenture Trustee (collectively, the "Servicing Parties") have each been identified by the registrant as parties participating in the servicing function with respect to the asset pool held by the Trust. Each of the Servicing Parties has completed a report on an assessment of compliance with the servicing criteria applicable to it under Item 1122 of Regulation AB (each, a "Servicing Report"), which Servicing Reports are attached as exhibits to this Form 10-K. In addition, each of the Servicing Parties has provided an attestation report (each, an "Attestation Report") by one or more registered public accounting firms, which reports are also attached as exhibits to this Form 10-K.
The Servicing Report and the Attestation Report for the Indenture Trustee has identified material instances of noncompliance with the servicing criteria described in the related Servicing Report as being applicable to the Indenture Trustee, which is described in Schedules A and B thereto. To the knowledge of the Trust, the material instances of noncompliance did not relate to any asset-backed securities issued by the Trust.
Neither the Servicing Report nor the Attestation Report for the Sponsor (in its role as servicer) has identified any material instance of noncompliance with the servicing criteria described in such Servicing Report as being applicable to the Sponsor (in its role as servicer).
ITEM 1123 OF REGULATION AB. SERVICER COMPLIANCE STATEMENT.
The Sponsor (in its role as servicer) has been identified by the registrant as servicer with respect to the asset pool held by the Trust. The Sponsor has completed a statement of compliance (a "Compliance Statement"), signed by an authorized officer of the Sponsor. The Compliance Statement is attached as an exhibit to this Form 10-K.
PART IV
| Item 15. | Exhibits, Financial Statement Schedules. |
| (a)(1) | Not applicable. |
| (a)(2) | Not applicable. |
| (a)(3) | See item 15(b) below. |
| (b) | The following documents are included as part of, or incorporated by reference to, this annual report: |
Exhibit No.
| 1.1 | Underwriting Agreement, dated as of July 11, 2012, relating to the Trust. Incorporated by reference to Exhibit 1.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on July 18, 2012. |
| 3.1 | Certificate of Formation of the Depositor. Incorporated by reference to Exhibit 3.1 to the Registrant’s Form S-3, Registration File Number 333-183014, filed on August 2, 2012. |
| 3.2 | Limited Liability Company Agreement of the Depositor. Incorporated by reference to Exhibit 3.1 to the Registrant’s Form S-3, Registration File Number 333-35542, filed on April 25, 2000. |
| 3.3 | Amendment No. 1 to Limited Liability Company Agreement of the Depositor. Incorporated by reference to Exhibit 3.2 to the Registrant’s Form S-3, Registration File Number 333-159392, filed on August 11, 2009. |
| 4.1 | Sale and Servicing Agreement, dated as of July 18, 2012, relating to the Trust. Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on July 18, 2012. |
| 4.2 | Indenture, dated as of July 18, 2012, relating to the Trust. Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on July 18, 2012. |
| 4.3 | Trust Agreement, dated as of July 18, 2012, relating to the Trust. Incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed with the Commission on July 18, 2012. |
| 31.1 | Rule 13a-14(d)/15d-14(d) Certification. |
| 33.1 | Report on Assessment of Compliance with Applicable Servicing Criteria of World Omni Financial Corp., as Servicer. |
| 33.2 | Assertion of Compliance with Applicable Servicing Criteria of The Bank of New York Mellon, as Indenture Trustee. |
| 34.1 | Report of Independent Registered Certified Public Accounting Firm of PricewaterhouseCoopers LLP, on behalf of World Omni Financial Corp. |
| 34.2 | Report of Independent Registered Public Accounting Firm of KPMG LLP, on behalf of The Bank of New York Mellon. |
| 35.1 | Servicer Compliance Statement of World Omni Financial Corp., as Servicer. |
| 99.1 | Receivables Purchase Agreement, dated as of July 18, 2012, relating to the Trust. Incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on July 18, 2012. |
| 99.2 | Administration Agreement, dated as of July 18, 2012, relating to the Trust. Incorporated by reference to Exhibit 99.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on July 18, 2012. |
| (c) | Not applicable. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| World Omni Auto Receivables Trust 2012-A | ||
| By: World Omni Financial Corp., | ||
| as Servicer on behalf of the Trust | ||
| Date: March 14, 2014 | ||
| By: | /s/ Michael Pritchard | |
| Michael Pritchard | ||
| Group Vice President, Operations | ||
| (Senior officer in charge of the servicing function) | ||
| World Omni Financial Corp. | ||
| (Servicer on behalf of the Trust) | ||
Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Act.
No annual report or proxy materials have been sent to security holders and no such report or proxy materials are to be furnished to security holders subsequent to the filing of this Annual Report on Form 10-K.
EXHIBIT INDEX
| 1.1 | Underwriting Agreement, dated as of July 11, 2012, relating to the Trust. Incorporated by reference to Exhibit 1.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on July 18, 2012. |
| 3.1 | Certificate of Formation of the Depositor. Incorporated by reference to Exhibit 3.1 to the Registrant’s Form S-3, Registration File Number 333-183014, filed on August 2, 2012. |
| 3.2 | Limited Liability Company Agreement of the Depositor. Incorporated by reference to Exhibit 3.1 to the Registrant’s Form S-3, Registration File Number 333-35542, filed on April 25, 2000. |
| 3.3 | Amendment No. 1 to Limited Liability Company Agreement of the Depositor. Incorporated by reference to Exhibit 3.2 to the Registrant’s Form S-3, Registration File Number 333-159392, filed on August 11, 2009. |
| 4.1 | Sale and Servicing Agreement, dated as of July 18, 2012, relating to the Trust. Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on July 18, 2012. |
| 4.2 | Indenture, dated as of July 18, 2012, relating to the Trust. Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on July 18, 2012. |
| 4.3 | Trust Agreement, dated as of July 18, 2012, relating to the Trust. Incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed with the Commission on July 18, 2012. |
| 31.1 | Rule 13a-14(d)/15d-14(d) Certification. |
| 33.1 | Report on Assessment of Compliance with Applicable Servicing Criteria of World Omni Financial Corp., as Servicer. |
| 33.2 | Assertion of Compliance with Applicable Servicing Criteria of The Bank of New York Mellon, as Indenture Trustee. |
| 34.1 | Report of Independent Registered Certified Public Accounting Firm of PricewaterhouseCoopers LLP, on behalf of World Omni Financial Corp. |
| 34.2 | Report of Independent Registered Public Accounting Firm of KPMG LLP, on behalf of The Bank of New York Mellon. |
| 35.1 | Servicer Compliance Statement of World Omni Financial Corp., as Servicer. |
| 99.1 | Receivables Purchase Agreement, dated as of July 18, 2012, relating to the Trust. Incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on July 18, 2012. |
| 99.2 | Administration Agreement, dated as of July 18, 2012, relating to the Trust. Incorporated by reference to Exhibit 99.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on July 18, 2012. |
EXHIBIT 31.1
RULE 13a-14(d)/15d-14(d) CERTIFICATION
I, Michael Pritchard, certify that:
| 1. | I have reviewed this annual 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 World Omni Auto Receivables Trust 2012-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: The Bank of New York Mellon, as Indenture Trustee.
Date: March 14, 2014
| By: | /s/ Michael Pritchard | |
| Michael Pritchard | ||
| Group Vice President, Operations | ||
| of World Omni Financial Corp., as | ||
| Servicer on behalf of the Trust | ||
| (Senior officer in charge of the servicing function) | ||
EXHIBIT 33.1
Report on Assessment of Compliance with Applicable Servicing Criteria
| 1. | World Omni Financial Corp. (“WOFC”) is responsible for assessing compliance with the servicing criteria applicable to it under paragraph (d) of Item 1122 of Regulation AB, as of and for the 12-month period ending December 31, 2013 (the “Reporting Period”), as set forth in Appendix A hereto. The transactions covered by this report consist of all asset backed securities transactions of automobile and light duty truck retail installment sale contracts sponsored by WOFC since January 1, 2006 (the “Platform”); |
| 2. | WOFC has engaged certain vendors (the “Vendors”) to perform specific, limited or scripted activities, and WOFC elects to take responsibility for assessing compliance with the servicing criteria or portion of the servicing criteria applicable to such Vendors’ activities as set forth in Appendix A hereto; |
| 3. | Except as set forth in paragraph 4 below, WOFC used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess the compliance with the applicable servicing criteria; |
| 4. | The criteria listed in the column titled “Inapplicable Servicing Criteria” on Appendix A hereto are inapplicable to WOFC based on the activities it performs, directly or through its Vendors, with respect to the Platform; |
| 5. | WOFC has complied, in all material respects, with the applicable servicing criteria as of December 31, 2013 and for the Reporting Period with respect to the Platform taken as a whole; |
| 6. | WOFC has not identified and is not aware of any material instance of noncompliance by the Vendors with the applicable servicing criteria as of December 31, 2013 and for the Reporting Period with respect to the Platform taken as a whole; |
| 7. | WOFC has not identified any material deficiency in its policies and procedures to monitor the compliance by the Vendors with the applicable servicing criteria as of December 31, 2013 and for the Reporting Period with respect to the Platform taken as a whole; and |
| 8. | PricewaterhouseCoopers LLP, a registered public accounting firm, has issued an attestation report on WOFC’s assessment of compliance with the applicable servicing criteria as of December 31, 2013 and for the Reporting Period. |
| Date: | March 14, 2014 |
| WORLD OMNI FINANCIAL CORP. | ||
| By: | /s/ Victor A. De Jesus | |
| Name: Victor A. De Jesus | ||
| Title: Vice President, Finance and Administration / | ||
| Chief Financial Officer | ||
EXHIBIT 33.1
APPENDIX A
| Servicing Criteria | Applicable Servicing Criteria |
INAPPLICABLE Servicing Criteria | ||||||
| Reference | Criteria |
Performed Directly |
Performed by Vendor(s) for which WOFC is the Responsible Party |
|||||
| 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 asset backed security transactions of automobile and light duty truck retail installment sale contracts 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 asset backed security transactions of automobile and light duty truck retail installment sale contracts 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. | X1 | X1 | |||||
| 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 | ||||||
| 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. | X | ||||||
| 1122(d)(2)(vi) | Unissued checks are safeguarded so as to prevent unauthorized access. | X |
| |||||
1 Certain payments by obligors with respect to certain pool assets are deposited into the appropriate accounts by a third party lockbox provider. WOFC has elected to take responsibility for assessing compliance by that vendor with that portion of the servicing criterion under Item 1122(d)(2)(i) of Regulation AB that relates to that vendor’s activities.
| Servicing Criteria | Applicable Servicing Criteria |
INAPPLICABLE Servicing Criteria | ||||||
| Reference | Criteria |
Performed Directly |
Performed by Vendor(s) for which WOFC is the Responsible Party |
|||||
| 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. | X | ||||||
| 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 asset backed security transactions of automobile and light duty truck retail installment sale contracts 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. | X2 | ||||||
| 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. | X2 | ||||||
| 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. | X2 | ||||||
| Pool Asset Administration | ||||||||
| 1122(d)(4)(i) | Collateral or security on asset backed security transactions of automobile and light duty truck retail installment sale contracts is maintained as required by the transaction agreements or related documents | X | ||||||
| 1122(d)(4)(ii) | Asset backed security transactions of automobile and light duty truck retail installment sale contracts and related documents are safeguarded as required by the transaction agreements. | X3 | X3 | |||||
| 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 asset backed security transactions of automobile and light duty truck retail installment sale contracts, including any payoffs, made in accordance with the related 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 backed security documents. | X | ||||||
2 Solely as it relates to allocations, remittances, and disbursements to the Indenture Trustee in accordance with the timeframes, distributions priority and other terms set forth in the transaction agreements
3 Safeguarding of documents with respect to certain pool assets are maintained by a third party vendor that provides document imaging services with respect to those assets on behalf of WOFC. WOFC has elected to take responsibility for assessing compliance by that vendor with that portion of the servicing criterion under Item 1122(d)(4)(ii) of Regulation AB that relates to that vendor’s activities.
| Servicing Criteria | Applicable Servicing Criteria |
INAPPLICABLE Servicing Criteria | ||||||
| Reference | Criteria |
Performed Directly |
Performed by Vendor(s) for which WOFC is the Responsible Party |
|||||
| 1122(d)(4)(v) | The Servicer’s records regarding the asset backed security transactions of automobile and light duty truck retail installment sale contracts 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 asset backed security transactions (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 | ||||||
| 1122(d)(4)(viii) | Records documenting collection efforts are maintained during the period an asset backed security transactions of automobile and light duty truck retail installment sale contracts 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 asset backed security transactions 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 asset backed security transactions of automobile and light duty truck retail installment sale contracts with variable rates are computed based on the related asset backed security 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 asset backed security transactions 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 asset backed security transactions documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related asset backed security transactions, 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 | ||||||
EXHIBIT 33.2
[LOGO]
BNY MELLON
ASSERTION OF COMPLIANCE WITH
APPLICABLE SERVICING CRITERIA
The Bank of New York Mellon (formerly The Bank of New York), BNY Mellon Trust of Delaware (formerly BNYM (Delaware)) and The Bank of New York Mellon Trust Company, N.A. (formerly The Bank of New York Trust Company, N.A.), (collectively, the “Company”) provides this platform-level assessment of compliance with the servicing criteria specified in Item 1122(d) of Regulation AB promulgated by the Securities and Exchange Commission. Management has determined that the servicing criteria 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) asset-backed securities issued on or after January 1, 2006 and like-kind transactions issued prior to January 1, 2006 that are subject to Regulation AB for which the Company provides trustee, securities administration or paying agent services, as defined and to the extent applicable in the transaction agreements, other than residential mortgage-backed securities and other mortgage-related asset-backed securities (the “Platform”).
Period: Twelve months ended December 31, 2013 (the “Period”).
Applicable Servicing Criteria: All servicing criteria set forth in Item 1122(d), to the extent required by the related transaction agreements as to any transaction, except as set forth in the column titled “Not Applicable To Platform” in Appendix 1 attached hereto.
With respect to applicable servicing criteria 1122(d)(2)(iii) and 1122(d)(4)(vii), there were no activities performed during the Period with respect to the Platform, because there were no occurrences of events that would require the Company to perform such activities.
With respect to servicing criterion 1122(d)(2)(vi) management has engaged a vendor to perform the activities required by the servicing criterion. Management has determined that this vendor is not considered a “servicer” as defined in Item 1101(j) of Regulation AB, and management has elected to take responsibility for assessing compliance with the servicing criterion applicable to this vendor as permitted by Interpretation 17.06 of the SEC Division of Corporation Finance Manual of Publicly Available Telephone Interpretations (“Interpretation 17.06”). Management has policies and procedures in place designed to provide reasonable assurance that the vendor’s activities comply in all material respects with the servicing criterion applicable to the vendor. Management is solely responsible for determining that it meets the SEC requirements to apply Interpretation 17.06 for the vendor and related criterion.
With respect to the Platform and the Period, the Company provides the following assessment of compliance in respect of the Applicable Servicing Criteria:
1. The Company is responsible for assessing its compliance with the Applicable Servicing Criteria.
2. The Company has assessed compliance with the Applicable Servicing Criteria including the servicing criterion for which compliance is determined based on Interpretation 17.06 as described above. In performing this assessment, management used the criteria set forth by the Securities and Exchange Commission in paragraph (d) of Item 1122 of Regulation AB.
3. Based on such assessment, as of and for the Period, the Company has complied, in all material respects, with the Applicable Servicing Criteria other than as identified on Schedule A attached.
4. Schedule B attached includes Management's discussion of the material instances of noncompliance noted in Schedule A, including remediation efforts taken by the Company.
KPMG LLP, an independent registered public accounting firm, has issued an attestation report with respect to the Company’s compliance with the Applicable Servicing Criteria as of and for the Period.
| The Bank of New York Mellon | BNY Mellon Trust of Delaware | |||
| /s/ | Richard P. Stanley | /s/ | Robert L. Griffin | |
| Richard P. Stanley | Robert L. Griffin | |||
| Authorized Signatory | Authorized Signatory | |||
| The Bank of New York Mellon Trust | ||||
| Company, N.A. | ||||
| /s/ | Troy L. Kilpatrick | |||
| Troy L. Kilpatrick | ||||
| Authorized Signatory | ||||
| Dated: | February 26, 2014 |
Schedule A
Material Instances of Noncompliance by the Company
Management’s assessment of compliance with the Applicable Servicing Criteria set forth by the Securities and Exchange Commission in paragraph (d) of Item 1122 of Regulation AB for the Period, disclosed that material instances of noncompliance occurred with respect to the servicing criteria set forth in Items 1122(d)(3)(i)(A) and 1122(d)(3)(ii), as follows:
• With respect to servicing criterion 1122(d)(3)(i)(A), certain reports to investors were not prepared in accordance with the timeframes and other terms set forth in the related transaction agreements.
• With respect to servicing criterion 1122(d)(3)(ii), certain distributions to investors were not remitted in accordance with the timeframes set forth in the transaction agreements.
Schedule B
Management’s Discussion on Material Instances of Noncompliance by the Company
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.
Noncompliance:
During the Period, certain reports to investors were not prepared in accordance with the timeframes and other terms set forth in the related transaction agreements.
Remediation:
When management became aware of such instances, controls designed to prevent such occurrences in the future were implemented. Impacted investors received either (i) reports containing accurate information that were not previously distributed or (ii) revised reports notifying investors that previous information in reports were revised with corrected information. Reports were delivered to investors and filed on EDGAR on Form 10-D or Form 10-D/A, as required.
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.
Noncompliance:
During the Period, for an auto transaction in the Platform, certain amounts due to the related investors were not remitted in accordance with the timeframes set forth in the related transaction agreements.
Remediation:
When management became aware of such instance, the transaction was properly set-up on the Company’s automated payment system and other controls designed to prevent such occurrences in the future were implemented. Notice of the failure was made available to investors in the transaction through the facilities of DTC on August 21, 2013 and on a Form 10-D filed on EDGAR on the same date, and investors were offered compensation for the one day remittance delay. The investor report was not revised as it accurately reflected the amounts due to investors and available for payment on the payment due date.
EXHIBIT 33.2
APPENDIX 1
| Applicable TO PLATFORM | ||||||||
|
REG AB REFERENCE |
Servicing Criteria |
Performed Directly |
Performed by Vendor(s) for which the Company is the Responsible Party |
NOT APPLICABLE TO PLATFORM | ||||
| 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 of receipt, or such other number of days specified in the transaction agreements. | X | ||||||
| 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 over collateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements. | X | ||||||
| 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 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 | ||||||
| Applicable TO PLATFORM | ||||||||
|
REG AB REFERENCE |
Servicing Criteria |
Performed Directly |
Performed by Vendor(s) for which the Company is the Responsible Party |
NOT APPLICABLE TO PLATFORM | ||||
| 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 | ||||||
| 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 | ||||||
| 1122(d)(4)(ii) | Pool assets and related documents are safeguarded as required by the transaction agreements | X | ||||||
| 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 | ||||||
| 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 | ||||||
| 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 | ||||||
| Applicable TO PLATFORM | ||||||||
|
REG AB REFERENCE |
Servicing Criteria |
Performed Directly |
Performed by Vendor(s) for which the Company is the Responsible Party |
NOT APPLICABLE TO PLATFORM | ||||
| 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 | ||||||
EXHIBIT 34.1
[LOGO]
PWC
Report of Independent Registered Certified Public Accounting Firm
To Board of Directors and Stockholder of
World Omni Financial Corp.:
We have examined management’s assertion, included in the accompanying Report on Assessment of Compliance with Applicable Servicing Criteria, that World Omni Financial Corp. complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission's Regulation AB for all asset-backed securities transactions of automobile and light duty truck retail installment sale contracts sponsored by World Omni Financial Corp. since January 1, 2006 (the Platform), as of December 31, 2013 and for the year then ended, excluding criteria 1122(d)(1)(iii), 1122(d)(2)(ii), 1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii), 1122(d)(4)(xiii), and 1122(d)(4)(xv), which the Company has determined are not applicable to the activities performed by it with respect to the servicing Platform. As described in management's assertion, for servicing criteria 1122(d)(2)(i) and 1122(d)(4)(ii) the Company has engaged various vendors to perform the activities required by these servicing criteria. The Company has determined that these vendors are not considered "servicers" as defined in Item 1101(j) of Regulation AB, and the Company has elected to take responsibility for assessing compliance with the servicing criteria applicable to each vendor as permitted by Interpretation 17.06 of the SEC Division of Corporation Finance Manual of Publicly Available Telephone Interpretations ("Interpretation 17.06"). As permitted by Interpretation 17.06, the Company has asserted that it has policies and procedures in place designed to provide reasonable assurance that the vendors' activities comply in all material respects with the servicing criteria applicable to each vendor. The Company is solely responsible for determining that it meets the SEC requirements to apply Interpretation 17.06 for the vendors and related criteria as described in its assertion, and we performed no procedures with respect to the Company's determination of its eligibility to use Interpretation 17.06. Appendix A identifies the individual asset-backed transactions and securities defined by management as constituting the Platform. Management is responsible for the Company's compliance with the servicing criteria. Our responsibility is to express an opinion on management's assertion based on our examination.
Our examination was conducted in accordance with standards of the Public Company Accounting Oversight Board (United States) 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. Our examination included testing of selected asset-backed transactions and securities that comprise the Platform, testing of 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 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 provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company’s compliance with the servicing criteria.
PricewaterhouseCoopers LLC, 401 East Las Olas Boulevard, Suite 1800, Fort Lauderdale, FL 33301
T: (954)764-7111, F: (954)525-4453, www.pwc.com/us
[LOGO]
PWC
In our opinion, management’s assertion that the Company complied with the aforementioned applicable servicing criteria as of and for the year ended December 31, 2013 for all asset-backed securities transactions of automobile and light duty truck retail installment sale contracts sponsored by World Omni Financial Corp. since January 1, 2006 is fairly stated, in all material respects.
/s/ PricewaterhouseCoopers LLP
Fort Lauderdale, Florida
March 14, 2014
PricewaterhouseCoopers LLC, 401 East Las Olas Boulevard, Suite 1800, Fort Lauderdale, FL 33301
T: (954)764-7111, F: (954)525-4453, www.pwc.com/us
EXHIBIT 34.1
Exhibit A
The asset-backed securities transactions of automobile and light duty truck retail installment sale contracts sponsored by World Omni Financial Corp. since January 1, 2006 included in the Platform include:
1. World Omni Auto Receivables Trust 2009-A
2. World Omni Auto Receivables Trust 2010-A
3. World Omni Auto Receivables Trust 2011-A
4. World Omni Auto Receivables Trust 2011-B
5. World Omni Auto Receivables Trust 2012-A
6. World Omni Auto Receivables Trust 2012-B
7. World Omni Auto Receivables Trust 2013-A
8. World Omni Auto Receivables Trust 2013-B
EXHIBIT 34.2
[LOGO] KPMG
KPMG LLP
Aon Center
Suite 5500
200 East Randolph Drive
Chicago, IL 60601-6436
Report of Independent Registered Public Accounting Firm
The Board of Directors:
The Bank of New York Mellon
BNY Mellon Trust of Delaware
The Bank of New York Mellon Trust Company, N.A.:
We have examined the compliance of The Bank of New York Mellon (formerly The Bank of New York), BNY Mellon Trust of Delaware (formerly BNYM (Delaware) and The Bank of New York Mellon Trust Company, N.A. (formerly The Bank of New York Trust, Company, N.A.), (collectively, the “Company”) with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission’s Regulation AB for the publicly-issued (i.e. transaction-level reporting initially required under the Securities and Exchange Act of 1934, as amended) asset-backed securities issued on or after January 1, 2006 and like-kind transactions issued prior to January 1, 2006 that are subject to Regulation AB for which the Company provides trustee, securities administration or paying agent services, as defined and to the extent applicable in the transaction agreements, other than residential mortgage-backed securities and other mortgage-related asset-backed securities (the “Platform”), except for servicing criteria 1122(d)(1)(iii), 1122(d)(1)(iv), 1122(d)(4)(vi), 1122(d)(4)(viii), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii), 1122(d)(4)(xiii) and 1122(d)(4)(xiv), 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, 2013. With respect to applicable servicing criteria 1122(d)(2)(iii) and 1122(d)(4)(vii), the Company has determined that there were no activities performed during the twelve months ended December 31, 2013 with respect to the Platform, because there were no occurrences of events that would require the Company to perform such activities. Management is responsible for the Company’s compliance with the 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 the standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Company’s compliance with the servicing criteria specified above and performing such other procedures as we considered necessary in the circumstances. Our examination included testing selected asset-backed transactions and securities that comprise the Platform, testing selected servicing activities related to the Platform, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the servicing criteria. Furthermore, our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to determine whether errors may have occurred either prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report for the selected transactions or any other transactions. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company’s compliance with the servicing criteria.
KPMG is a Delaware limited liability partnership,
the U.S. member firm of KPMG International Cooperative
(“KPMG International”), a Swiss entity
[LOGO] KPMG
As described in the Company’s Assertion of Compliance with Applicable Servicing Criteria, for servicing criterion 1122(d)(2)(vi), the Company has engaged a vendor to perform the activities required by this servicing criterion. The Company has determined that this vendor is not considered a “servicer” as defined in Item 1101(j) of Regulation AB, and the Company has elected to take responsibility for assessing compliance with the servicing criterion applicable to this vendor as permitted by Interpretation 17.06 of the SEC Division of Corporation Finance Manual of Publicly Available Telephone Interpretations (“Interpretation 17.06”). As permitted by Interpretation 17.06, the Company has asserted that it has policies and procedures in place designed to provide reasonable assurance that the vendor’s activities comply in all material respects with the servicing criterion applicable to the vendor. The Company is solely responsible for determining that it meets the SEC requirements to apply Interpretation 17.06 for the vendor and related criterion as described in its Assertion of Compliance with Applicable Servicing Criteria, and we performed no procedures with respect to the Company’s eligibility to apply Interpretation 17.06.
Our examination disclosed the following material noncompliance with servicing criteria 1122(d)(3)(i)(A) and 1122(d)(3)(ii), as applicable to the Company during the twelve months ended December 31, 2013 as follows:
| · | With respect to servicing criterion 1122(d)(3)(i)(A), certain reports to investors were not prepared in accordance with the timeframes and other terms set forth in the related transaction agreements. |
| · | With respect to servicing criterion 1122(d)(3)(ii), certain distributions to investors were not remitted in accordance with the timeframes set forth in the transaction agreements. |
In our opinion, except for the material noncompliance described above, the Company complied, in all material respects, with the aforementioned servicing criteria, including criterion 1122(d)(2)(vi) for which compliance is determined based on Interpretation 17.06 as described above, as of and for the twelve months ended December 31, 2013.
We do not express an opinion or any form of assurance on Schedule B, “Management’s Discussion on Material Instances of Noncompliance by the Company”, to the Company’s Assertion of Compliance with Applicable Servicing Criteria.
/s/ KPMG LLP
Chicago, Illinois
February 26, 2014
EXHIBIT 35.1
World Omni Financial Corp.
Servicer Compliance Statement
Pursuant to Item 1123
of Regulation AB
I, Victor A. De Jesus, do hereby certify that I am the Vice President and Chief Financial Officer of World Omni Financial Corp., a Florida corporation, and further certify on behalf of World Omni Financial Corp. in its capacity as servicer (the "Servicer") under the Sale and Servicing Agreement, dated as of July 18, 2012 (the “Agreement”), among World Omni Auto Receivables Trust 2012-A, as Issuing Entity, World Omni Auto Receivables LLC, as Depositor, and the Servicer, as follows:
(i) A review of the activities of the Servicer during the period covered by the issuing entity’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 (the “Reporting Period”), and of its performance under the Agreement, has been made under my supervision.
(ii) To the best of my knowledge, based on the review described above, the Servicer has fulfilled all of its obligations under the Agreement in all material respects throughout the Reporting Period.
| IN WITNESS WHEREOF, I have hereunto set my hand as of March 14, 2014. |
| WORLD OMNI FINANCIAL CORP. | ||
| By: | /s/ Victor A. De Jesus | |
| Name: Victor A. De Jesus | ||
| Title: Vice President, Finance and Administration / | ||
| Chief Financial Officer | ||
WORLD OMNI FINANCIAL CORP.
190 Jim Moran Boulevard
Deerfield Beach, Florida 33442
954-429-2000
March 28, 2014
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attn: Filing Desk
| Re: | World Omni Auto Receivables Trust 2012-A |
Gentlemen:
Enclosed on behalf of World Omni Auto Receivables Trust 2012-A (the "Company") is one copy, with exhibits, of the Company's Annual Report on Form 10-K being filed pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended, and the rules thereunder, including Rule 101 of Regulation S-T. This report is for the period ending December 31, 2013.
| Sincerely, | |
| /s/ Alan Browdy | |
| Alan Browdy | |
| Vice President - Corporate Controller | |
| JM Family Enterprises, Inc. |
| cc: | PricewaterhouseCoopers LLP |
Patricia Roach - World Omni Financial Corp.