EX-99.1 2 d298927dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

LOGO         KPMG LLP
      Suite 700
      20 Pacifica
      Irvine, CA 92618-3391

Independent Accountants’ Report on Applying Agreed-Upon Procedures

Honor Finance LLC (the “Company”)

Wells Fargo Securities, LLC

(together, the “Specified Parties”)

 

Re:    Honor Automobile Trust Securitization 2016-1, Automobile Receivables Backed Notes (the “Notes”)

We have performed the procedures described below, which were agreed to by the Specified Parties, solely to assist the Specified Parties with certain information pertaining to a pool of automobile retail installment sale contracts, which we were informed are intended to be included as collateral in the offering of the Notes. This agreed-upon procedures engagement was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. The sufficiency of these procedures is solely the responsibility of the Specified Parties. Consequently, we make no representation regarding the sufficiency of the procedures described below, either for the purpose for which this report has been requested or for any other purpose.

Unless otherwise indicated, the following definitions have been adopted in presenting our procedures and findings:

 

    The term “compared” means compared to the information shown and found it to be in agreement, unless otherwise noted. Such compared information was deemed to be in agreement if differences were attributable to rounding.

 

    The term “recomputed” means recalculated and compared the result to the information shown and found it to be in agreement, unless otherwise noted. Such recomputed information was deemed to be in agreement if differences were attributable to rounding.

 

    The term “Auto Loans” means auto loans secured by used automobiles, light duty trucks, vans and minivans.

 

    The term “Data File” means an electronic data file, provided to us by the Company, containing certain information related to 20,979 Auto Loans and their related attributes as of October 31, 2016.

 

    The term “Selected Loans” means a sample of 150 Auto Loans which we were instructed by the Company to randomly select from the Data File. The Company did not inform us as to the basis for how they selected the number of auto loans that we were instructed to randomly select from the Data File. A listing of the Selected Loans is attached hereto as Exhibit A.

 

    The term “Insurance Document” means an Agreement to Provide Insurance, Insurance Coverage Acknowledgement, Proof of Insurance, Insurance Verification, Insurance Identification Card, Confirmation of Accidental Physical Damage Insurance, Verification Of Coverage, Evidence of Motor Vehicle Liability Insurance, Verification of Insurance, Declaration, Automobile Insurance Binder, Declarations Page, Agreement to Provide Accidental Physical Damage Insurance, Insurance Verification Form, Notice of Requirement to Provide Property Insurance, Certificate of Insurance Cards, Binder, Honor Finance Insurance Verification, Illinois Insurance Identification Card, Progressive Vehicle Lookup, or Verification of Coverage.

 

    

KPMG LLP is a Delaware limited liability partnership and the U.S. member

firm of the KPMG of the KPMG network of independent member firms affiliated with

KPMG International Cooperative (“KPMG International”), a Swiss entity.


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Honor Automobile Trust Securitization 2016-1, Automobile Receivables Backed Notes

November 22, 2016

Page 2

 

    The term “Loan Servicing System” means the Company’s Anzio electronic system used to service the Auto Loans.

 

    The term “Title Document” means a Certificate of Title, Application for Certificate of Title and Registration for Motor Vehicle or Manufactured Home/Mobile Home, Lien and Title Information, Electronic Dealer, Rebuilder of Lessor’s Report of Sale or Lease, Title and Registration Application, Electronic Title, Receipt for RD-108 Dealer Transaction, Certificate of Title for a Vehicle, Title/Tag Application, Certificate of Title and Registration, Application(s) for Certificate of Title to a Motor Vehicle, Application for Dealer Assignment, Title Lien Statement, Application for Certificate of Title or Registration, Application for Title & Registration, or Application for Certificate of Title With/Without Registration.

 

    The term “Loan File” means some or all of the following documents: Retail Installment Sale Contract, Credit Bureau Report, screenshots within the Loan Servicing System, Title Document, Credit Application, Application Information, and/or Insurance Document. The Loan File, furnished to us by the Company, was represented by the Company to be either the original Loan File, a copy of the original Loan File, a video file containing an image of the original Retail Installment Contract, and/or electronic records contained within the Loan Servicing System. We make no representation regarding the validity or accuracy of these documents or the execution of the Retail Installment Sale Contract by the borrower.

The Company is responsible for the Data File.

At the request of the Specified Parties, we performed the following procedures with respect to the Selected Loans. For each of the Selected Loans, we compared the attributes listed below to the corresponding information contained in or derived from a copy of the applicable Loan File.

The Specified Parties indicated that the absence of any of the Loan File documents noted below or the inability to agree the indicated information from the Data File to the applicable Loan File for each of the attributes identified constituted an exception. The Loan File documents are listed in the order of priority until such attribute was compared.

 

Attribute

    

Loan File documents

Borrower Name     

Retail Installment Sale Contract,

Loan Servicing System

Credit Bureau Score     

Credit Bureau Report and instructions

provided by the Company described below

Original Amount Financed     

Retail Installment Sale Contract,

Loan Servicing System

Remaining Principal Balance      Loan Servicing System
Original Term      Retail Installment Sale Contract
Scheduled Monthly Payment      Retail Installment Sale Contract
Annual Percentage Rate     

Retail Installment Sale Contract,

Loan Servicing System

New vs. Used      Retail Installment Sale Contract


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Honor Automobile Trust Securitization 2016-1, Automobile Receivables Backed Notes

November 22, 2016

Page 3

 

Attribute

    

Loan File documents

Origination Date      Retail Installment Sale Contract
First Payment Date     

Retail Installment Sale Contract,

Loan Servicing System

Recomputed Original Maturity Date     

Retail Installment Sale Contract,

Loan Servicing System and instructions

provided by the Company described below

Vehicle Identification Number      Retail Installment Sale Contract
Vehicle Make      Retail Installment Sale Contract
Vehicle Model Year      Retail Installment Sale Contract
BK/Repo Status      Loan Servicing System
Borrower’s State     

Retail Installment Sale Contract,

Loan Servicing System

Legal Owner or Lien Holder Name     

Title Document and instructions

provided by the Company listed below

Presence of Credit Application     

Credit Application,

Application Information

Presence of Certificate of Title      Title Document
Presence of Agreement to Provide Insurance      Insurance Document

For Selected Loan #145, the Company provided us with a video file containing an image of the original Retail Installment Sale Contract for purposes of comparing Borrower Name, Original Amount Financed, Original Term, Scheduled Monthly Payment, Annual Percentage Rate, New vs. Used, Origination Date, First Payment Date, Recalculated Original Maturity Date, Vehicle Identification Number, Vehicle Make, Vehicle Model Year, and Borrower’s State. We were informed by the Company that the resolution quality of the original Retail Installment Sale Contract for this Selected Loan was not sufficiently legible for the document to be scanned.

For purposes of comparing Credit Bureau Score, if there was a co-borrower listed in Retail Installment Sale Contract, we were instructed by the Company to compare the co-borrower’s FICO in the Credit Bureau Report to the corresponding information in the Data File. If there was no co-borrower listed in the Retail Installment Sale Contract, we were instructed by the Company to compare the borrower’s FICO in the Credit Bureau Report to the corresponding information in the Data File.

For purposes of comparing Credit Bureau Score, in the event the Credit Bureau Score was “0” in the Data File, we were instructed by the Company to consider the information to be in agreement if the Credit Bureau Report stated either “Not Available” or “0.”

For purposes of comparing Original Maturity Date, we were instructed by the Company to recompute the Original Maturity Date by adding (1) the First Payment Date and (2) the Original Term (the “Recalculated Original Maturity Date”). We compared the Recomputed Original Maturity Date to the corresponding information appearing in the Retail Installment Contract or the Loan Servicing System.


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Honor Automobile Trust Securitization 2016-1, Automobile Receivables Backed Notes

November 22, 2016

Page 4

 

For purposes of comparing Legal Owner or Lien Holder Name, we were instructed by the Company to observe that the Company’s name appeared on the Title Document as the Lien Holder, Legal Owner, First Lienholder, First Holder of Lien, First Lien, 1st Lien or Security Interest, First Secured Party, Secured Party, or First Secured Interest. The Company informed us that “Honor Finance LLC,” “Honor Finance,” “HONOR FIANCE,” “HONOR FINANCE,” “HONOR FINANCE CO,” “HONOR FINANCE COMPANY, EVANSTON,” “HONOR FINANCE LLC,” “HONOR FINANCE LLC.,” “HONOR FINANCE, LLC,” “HONOR FINANCE. LLC.,” “HONOR FINANCIAL,” “Honor Finance, LLC,” were acceptable names for the Company.

The information regarding the Selected Loans was found to be in agreement with the respective information contained in the Loan Files, except as noted in Exhibit B. There were no conclusions that resulted from the procedures.

We were not engaged to, and did not, conduct an audit, examination or review, the objective of which would be the expression of an opinion or conclusion on the Data File. Accordingly, we do not express such an opinion or conclusion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to the Specified Parties.

The procedures performed were applied based on the information indicated in the Data File and information and instructions provided by the Company, without verification or evaluation of such information or instructions by us; therefore, we express no opinion or any other form of assurance regarding (i) the physical existence of the Auto Loans, (ii) the reliability or accuracy of the Data File, the Loan Files, or any data and documents furnished to us by the Company which were used in our procedures, or (iii) matters of legal interpretation.

The procedures performed were not intended to address, nor did they address: (i) the conformity of the origination of the Auto Loans to stated underwriting or credit extension guidelines, standards, criteria or other requirements, (ii) the value of collateral securing any such Auto Loans being securitized, (iii) the compliance of the originator of the Auto Loans with federal, state, and local laws and regulations, or (iv) any other factor or characteristic of the Auto Loans that would be material to the likelihood that the issuer of the asset-backed security will pay interest and principal in accordance with applicable terms and conditions. The procedures performed were not intended to satisfy any criteria for due diligence published by a nationally recognized statistical rating organization (“NRSRO”).

The terms of our engagement are such that we have no obligation to update this report because of events and transactions that may subsequently occur.

This report is intended solely for the information and use of the Specified Parties. It is not intended to be and should not be used by any other person or entity, including investors and NRSROs, who are not identified in the report as Specified Parties but who may have access to this report as required by law or regulation.

/s/KPMG LLP

November 22, 2016


Exhibit A

The Selected Loans

 

Selected Loan

Number

 

Loan ID

 

Selected Loan

Number

 

Loan ID

 

Selected

Loan Number

 

Loan ID

1

  xxxx1163   51   xxxx5375   101   xxxx3334

2

  xxxx1405   52   xxxx5507   102   xxxx3475

3

  xxxx1725   53   xxxx5625   103   xxxx3861

4

  xxxx1925   54   xxxx5814   104   xxxx3937

5

  xxxx2389   55   xxxx6008   105   xxxx4219

6

  xxxx3177   56   xxxx6148   106   xxxx4248

7

  xxxx3310   57   xxxx6167   107   xxxx4365

8

  xxxx3358   58   xxxx6361   108   xxxx4012

9

  xxxx3440   59   xxxx6451   109   xxxx4609

10

  xxxx2317   60   xxxx6506   110   xxxx4648

11

  xxxx2658   61   xxxx6742   111   xxxx4851

12

  xxxx2742   62   xxxx6891   112   xxxx4989

13

  xxxx2750   63   xxxx7148   113   xxxx5254

14

  xxxx3294   64   xxxx7197   114   xxxx5462

15

  xxxx3542   65   xxxx7354   115   xxxx6228

16

  xxxx3544   66   xxxx7529   116   xxxx1377

17

  xxxx3625   67   xxxx7638   117   xxxx2034

18

  xxxx3639   68   xxxx7657   118   xxxx3201

19

  xxxx4959   69   xxxx7793   119   xxxx3269

20

  xxxx5046   70   xxxx7972   120   xxxx3325

21

  xxxx6372   71   xxxx8063   121   xxxx3368

22

  xxxx6420   72   xxxx8101   122   xxxx3477

23

  xxxx6958   73   xxxx8114   123   xxxx4183

24

  xxxx7768   74   xxxx8130   124   xxxx4829

25

  xxxx7840   75   xxxx8267   125   xxxx5459

26

  xxxx7885   76   xxxx8298   126   xxxx5482

27

  xxxx8198   77   xxxx8385   127   xxxx5494

28

  xxxx8401   78   xxxx8566   128   xxxx4189

29

  xxxx8517   79   xxxx8800   129   xxxx4234

30

  xxxx8574   80   xxxx3246   130   xxxx4331

31

  xxxx9038   81   xxxx4287   131   xxxx4675

32

  xxxx9129   82   xxxx4794   132   xxxx5028

33

  xxxx9132   83   xxxx5102   133   xxxx5089

34

  xxxx9139   84   xxxx5230   134   xxxx6029

35

  xxxx9613   85   xxxx5263   135   xxxx6248

36

  xxxx9624   86   xxxx5526   136   xxxx6382

37

  xxxx9675   87   xxxx5704   137   xxxx6486

38

  xxxx0031   88   xxxx5352   138   xxxx6553

39

  xxxx0072   89   xxxx6083   139   xxxx2253

40

  xxxx0277   90   xxxx6308   140   xxxx2431

41

  xxxx0365   91   xxxx6458   141   xxxx2561

42

  xxxx0541   92   xxxx7573   142   xxxx2569

43

  xxxx0783   93   xxxx8126   143   xxxx1932

44

  xxxx0863   94   xxxx8406   144   xxxx1992

45

  xxxx0929   95   xxxx1098   145   xxxx2160

46

  xxxx0960   96   xxxx1144   146   xxxx2305

47

  xxxx1152   97   xxxx1894   147   xxxx2636

48

  xxxx2592   98   xxxx3175   148   xxxx2725

49

  xxxx2863   99   xxxx3204   149   xxxx3174

50

  xxxx2993   100   xxxx3260   150   xxxx3270


Exhibit B

Exception List

 

Selected Loan
Number

  

Loan ID

  

Attribute

  

Per Data

File

  

Per Loan

File

1    xxxx1163    Credit Bureau Score    490    482
12    xxxx2742    Credit Bureau Score    534    504
74    xxxx8130    Presence of Agreement to Provide Insurance    Yes    Not found
89    xxxx6083    Vehicle Model Year    2005    2006
105    xxxx4219    Credit Bureau Score    612    615
122    xxxx3477    Presence of Agreement to Provide Insurance    Yes    Blank
144    xxxx1992    Credit Bureau Score    550    556