**EXHIBIT 34.1**

 

**[LOGO]**

**PWC**

** **

Report of Independent Registered CertifiedPublic Accounting Firm

 

To Board of Directors and Stockholder 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. complied withthe servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission's Regulation AB for all asset-backedsecurities transactions of automobile and light duty truck retail installment sale contracts sponsored by World Omni FinancialCorp. 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 theCompany has determined are not applicable to the activities performed by it with respect to the servicing Platform. As describedin management's assertion, for servicing criteria 1122(d)(2)(i) and 1122(d)(4)(ii) the Company has engaged various vendors to performthe 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 theservicing criteria applicable to each vendor as permitted by Interpretation 17.06 of the SEC Division of Corporation Finance Manualof Publicly Available Telephone Interpretations ("Interpretation 17.06"). As permitted by Interpretation 17.06, the Companyhas asserted that it has policies and procedures in place designed to provide reasonable assurance that the vendors' activitiescomply in all material respects with the servicing criteria applicable to each vendor. The Company is solely responsible for determiningthat 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. AppendixA identifies the individual asset-backed transactions and securities defined by management as constituting the Platform. Managementis responsible for the Company's compliance with the servicing criteria. Our responsibility is to express an opinion on management'sassertion based on our examination.

 

Our examination was conducted in accordancewith standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a testbasis, evidence about the Company’s compliance with the applicable servicing criteria and performing such other proceduresas we considered necessary in the circumstances. Our examination included testing of selected asset-backed transactions and securitiesthat comprise the Platform, testing of selected servicing activities related to the Platform, and determining whether the Companyprocessed 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 coveredby this report. Our procedures were not designed to detect noncompliance arising from errors that may have occurred prior to orsubsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the periodcovered by this report. We believe that our examination provides a reasonable basis for our opinion. Our examination does not providea 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 Companycomplied with the aforementioned applicable servicing criteria as of and for the year ended December 31, 2013 for all asset-backedsecurities transactions of automobile and light duty truck retail installment sale contracts sponsored by World Omni FinancialCorp. 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 lightduty truck retail installment sale contracts sponsored by World Omni Financial Corp. since January 1, 2006 included in the Platforminclude:

 

1.          WorldOmni Auto Receivables Trust 2009-A

2.          WorldOmni Auto Receivables Trust 2010-A

3.          WorldOmni Auto Receivables Trust 2011-A

4.          WorldOmni Auto Receivables Trust 2011-B

5.          WorldOmni Auto Receivables Trust 2012-A

6.          WorldOmni Auto Receivables Trust 2012-B

7.          WorldOmni Auto Receivables Trust 2013-A

8.          WorldOmni Auto Receivables Trust 2013-B