**EXHIBIT 34.1**

 

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**PWC**

 

Report of Independent Registered CertifiedPublic Accounting Firm

 

 

 

To Management and the Board of Directors of World Omni FinancialCorp.

 

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 installment sale contracts sponsored by World OmniFinancial Corp. since January 1, 2006 and registered with the Securities Exchange Commission (the “Platform”), as ofDecember 31, 2019 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 theactivities performed by it with respect to the 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. TheCompany 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 vendoras permitted by Compliance and Disclosure Interpretation 200.06 of the SEC Division of Corporation Finance’s interpretationsof the rules adopted under Regulation AB and the Securities Act and the Exchange Act ("Interpretation 200.06"). As permittedby Interpretation 200.06, the Company has asserted that it has policies and procedures in place designed to provide reasonableassurance that the vendors' activities comply in all material respects with the servicing criteria applicable to each vendor. TheCompany is solely responsible for determining that it meets the SEC requirements to apply Interpretation 200.06 for the vendorsand related criteria as described in its assertion, and we performed no procedures with respect to the Company's determinationof its eligibility to use Interpretation 200.06. Appendix A identifies the individual asset-backed transactions and securitiesdefined by management as constituting the Platform. World Omni Financial Corp.’s management is responsible for its assertionand for the Company's compliance with the applicable servicing criteria. Our responsibility is to express an opinion on management'sassertion about the Company’s compliance with the applicable servicing criteria based on our examination.

 

Our examination was conducted in accordance with the standardsof the Public Company Accounting Oversight Board (United States) and in accordance with attestation standards established by theAmerican Institute of Certified Public Accountants. Those standards require that we plan and perform the examination to obtainreasonable assurance about whether management’s assertion about compliance with the applicable servicing criteria is fairlystated, in all material respects, and, accordingly, included examining, on a test basis, evidence about the Company’s compliancewith the applicable servicing criteria and performing such other procedures as we considered necessary in the circumstances. Ourexamination included testing of selected asset-backed transactions and securities that comprise the Platform, testing of selectedservicing activities related to the Platform, and determining whether the Company processed those selected transactions and performedthose selected activities in compliance with the applicable servicing criteria. Our procedures were limited to the selected transactionsand servicing activities performed by the Company during the period covered by this report. Our procedures were not designed todetect noncompliance arising from errors that may have occurred prior to or subsequent to our tests that may have affected thebalances or amounts calculated or reported by the Company during the period covered by this report. We believe that our examinationprovides, and that the evidence we obtained is sufficient and appropriate to provide, 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 World OmniFinancial Corp. complied with the aforementioned applicable servicing criteria as of and for the year ended December 31, 2019 forall asset-backed securities transactions of automobile and light duty truck retail installment sale contracts sponsored by WorldOmni Financial Corp. since January 1, 2006 and registered with the Securities Exchange Commission is fairly stated, in all materialrespects.

 

 

/s/ PricewaterhouseCoopers LLP

 

March 6, 2020

 

 

 

**EXHIBIT 34.1**

 

 

 

 

 

Exhibit A

 

The asset-backed securities transactionsof automobile and light duty truck retail installment sale contracts sponsored by World Omni Financial Corp. since January 1, 2006and registered with the Securities Exchange Commission included in the Platform are as follows:

 

1.  WorldOmni Auto Receivables Trust 2015-A

2.  WorldOmni Auto Receivables Trust 2015-B

3.  WorldOmni Auto Receivables Trust 2016-A

4.  WorldOmni Auto Receivables Trust 2016-B

5.  WorldOmni Auto Receivables Trust 2017-A

6.  WorldOmni Auto Receivables Trust 2017-B

7.  WorldOmni Auto Receivables Trust 2018-A

8.  WorldOmni Auto Receivables Trust 2018-B

9.  WorldOmni Auto Receivables Trust 2018-C

10.  WorldOmni Auto Receivables Trust 2018-D

 11. World Omni Auto Receivables Trust 2019-A

 12. World Omni Auto Receivables Trust 2019-B

 13. World Omni Auto Receivables Trust 2019-C

 14. World Omni Select Auto Trust 2019-A