**EXHIBIT 34.1**

 

**[LOGO]**

**PWC**

 

 

Report of Independent Registered CertifiedPublic Accounting Firm

 

 

To Board of Directors of

World Omni Financial Corp.:

 

We have examined management’s assertion, included in theaccompanying Report on Assessment of Compliance with Applicable Servicing Criteria, that World Omni Financial Corp. (the “Company”)complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission's Regulation AB for allasset-backed securities transactions of automobile and light duty truck retail lease contracts sponsored by World Omni FinancialCorp. since January 1, 2006 (the “Platform”), as of December 31, 2014 and for the year then ended, excluding criteria1122(d)(1)(iii), 1122(d)(2)(ii), 1122(d)(2)(iii), 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 servicingPlatform. As described in management's assertion, for servicing criteria 1122(d)(2)(i) and 1122(d)(4)(ii) the Company has engagedvarious vendors to perform the activities required by these servicing criteria. The Company has determined that these vendors arenot considered "servicers" as defined in Item 1101(j) of Regulation AB, and the Company has elected to take responsibilityfor assessing compliance with the servicing criteria applicable to each vendor as permitted by Interpretation 17.06 of the SECDivision of Corporation Finance Manual of Publicly Available Telephone Interpretations ("Interpretation 17.06"). As permittedby Interpretation 17.06, the Company has asserted that it has policies and procedures in place designed to provide reasonable assurancethat the vendors' activities comply in all material respects with the servicing criteria applicable to each vendor. The Companyis solely responsible for determining that it meets the SEC requirements to apply Interpretation 17.06 for the vendors and relatedcriteria as described in its assertion, and we performed no procedures with respect to the Company's determination of its eligibilityto use Interpretation 17.06. Appendix A identifies the individual asset-backed transactions and securities defined by managementas constituting the Platform. Management is responsible for the Company's compliance with the servicing criteria. Our responsibilityis to express an opinion on management's assertion based on our examination.

 

Our examination was conducted in accordancewith attestation 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 otherprocedures as we considered necessary in the circumstances. Our examination included testing of selected asset-backed transactionsand securities that comprise the Platform, testing of selected servicing activities related to the Platform, and determining whetherthe Company processed those selected transactions and performed those selected activities in compliance with the applicable servicingcriteria. Our procedures were limited to the selected transactions and servicing activities performed by the Company during theperiod covered by this report. Our procedures were not designed to detect noncompliance arising from errors that may have occurredprior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company duringthe period covered by this report. We believe that our examination provides a reasonable basis for our opinion. Our examinationdoes not provide a legal determination on the Company’s compliance with the servicing criteria.

 

 

*PricewaterhouseCoopers LLP, 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 Companycomplied with the aforementioned applicable servicing criteria as of and for the year ended December 31, 2014 for all asset-backedsecurities transactions of automobile and light duty truck retail lease contracts sponsored by World Omni Financial Corp. sinceJanuary 1, 2006 is fairly stated, in all material respects.

 

 

 

/s/ PricewaterhouseCoopers LLP

 

 

Fort Lauderdale, Florida

March 13, 2015

 

**EXHIBIT 34.1**

 

Exhibit A

 

 

The asset-backed securities transactions of automobile and lightduty truck retail lease contracts sponsored by World Omni Financial Corp. since January 1, 2006 included in the Platform include:

 

- World Omni Automobile Lease Securitization Trust 2011-A
- World Omni Automobile Lease Securitization Trust 2012-A
- World Omni Automobile Lease Securitization Trust 2013-A
- World Omni Automobile Lease Securitization Trust 2014-A