0001104659-21-042364.txt : 20210326 0001104659-21-042364.hdr.sgml : 20210326 20210326150024 ACCESSION NUMBER: 0001104659-21-042364 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20201231 0001083199 0001004150 FILED AS OF DATE: 20210326 DATE AS OF CHANGE: 20210326 ABS ASSET CLASS: Auto loans FILER: COMPANY DATA: COMPANY CONFORMED NAME: World Omni Auto Receivables Trust 2020-C CENTRAL INDEX KEY: 0001818066 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-228112-06 FILM NUMBER: 21776783 BUSINESS ADDRESS: STREET 1: 190 JIM MORAN BOULEVARD CITY: DEERFIELD BEACH STATE: FL ZIP: 33442 BUSINESS PHONE: 9544292200 MAIL ADDRESS: STREET 1: 190 JIM MORAN BOULEVARD CITY: DEERFIELD BEACH STATE: FL ZIP: 33442 10-K 1 tm2110483d12_10k.htm FORM 10-K

 

 

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, 2020

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ________ to ________

 

Commission File Number of issuing entity: 333-228112-06

 

Central Index Key Number of issuing entity: 0001818066

 

WORLD OMNI AUTO RECEIVABLES TRUST 2020-C

(Exact name of issuing entity as specified in its charter)

 

Central Index Key Number of depositor: 0001083199

 

WORLD OMNI AUTO RECEIVABLES LLC 

(Exact name of depositor as specified in its charter)

 

Central Index Key Number of sponsor: 0001004150

 

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.)

 

250 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 every Interactive Data File required to be submitted pursuant to Rule 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 such files).  

Yes ¨               No ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   ¨ Accelerated filer ¨
   
Non-accelerated filer     x Smaller reporting company ¨
   
  Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

¨

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

¨

 

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 2020-C

 

PART I

 

Item 1. Business.

Not Applicable.

 

Item 1A.Risk Factors.

Not Applicable.

 

Item 1B.Unresolved Staff Comments.

None.

 

Item 2. Properties.

Not Applicable. 

 

Item 3.
Legal Proceedings.

Not Applicable.

 

Item 4. Mine Safety Disclosures.

None.

 

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 2020-C (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"), MUFG Union Bank, N.A. (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.

No other information.

 

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. However, the parent of U.S. Bank Trust National Association (the “Owner Trustee”), U.S. Bank National Association, has acquired the debt servicing and securities custody products businesses of the Indenture Trustee. As of March 15, 2021, U.S. Bank National Association succeeded MUFG Union Bank, N.A. as indenture trustee under the indenture. The Owner Trustee is a wholly-owned subsidiary of U.S. Bank National Association and is therefore an affiliated party of U.S. Bank National Association and vice versa. U.S. Bank National Association and MUFG Union Bank, N.A. have entered into an agreement by which MUFG Union Bank, N.A. will continue performing the duties and functions of indenture trustee under the indenture and other transaction documents for a period of time to facilitate an orderly transition. Such transition is currently expected to be completed prior to August 2021. 

 

 

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, or as otherwise disclosed herein, 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. Neither of the Servicing Reports prepared by the Servicing Parties, or the corresponding Attestation Reports, has identified any material instance of noncompliance with the servicing criteria applicable to the respective Servicing Party.

 

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.

 

1.1Underwriting Agreement, dated as of August 11, 2020, relating to the Trust. Incorporated by reference to Exhibit 1.1 to the Registrant’s Current Report on Form 8-K, Registration File Number 333-228112-06, filed with the Commission on August 13, 2020.

 

3.1Certificate of Formation of the Depositor. Incorporated by reference to Exhibit 3.1 to Amendment No. 1 to the Registrant’s Form SF-3, Registration File Number 333-228112, filed on January 18, 2019.

 

3.2Certificate of Amendment of Certificate of Formation of the Depositor. Incorporated by reference to Exhibit 3.1 to the Depositor’s Current Report on Form 8-K, Registration File Number 333-228112, filed with the Commission on September 29, 2020.

 

3.3Limited Liability Company Agreement of the Depositor. Incorporated by reference to Exhibit 3.2 to Amendment No. 1 to the Registrant’s Form SF-3, Registration File Number 333-228112, filed on January 18, 2019.

 

3.4Amendment No. 1 to Limited Liability Company Agreement of the Depositor. Incorporated by reference to Exhibit 3.3 to Amendment No. 1 to the Registrant’s Form SF-3, Registration File Number 333-228112, filed on January 18, 2019.

 

3.5Amendment No. 2 to Limited Liability Company Agreement of the Depositor. Incorporated by reference to Exhibit 3.2 to the Depositor’s Current Report on Form 8-K, Registration File Number 333-228112, filed with the Commission on September 29, 2020.

 

 

4.1Sale and Servicing Agreement, dated as of August 19, 2020, relating to the Trust. Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, Registration File Number 333-228112-06, filed with the Commission on August 19, 2020.

 

4.2Indenture, dated as of August 19, 2020, relating to the Trust. Incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, Registration File Number 333-228112-06, filed with the Commission on August 19, 2020.

 

4.3Trust Agreement, dated as of August 19, 2020, relating to the Trust. Incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K, Registration File Number 333-228112-06, filed with the Commission on August 19, 2020.

 

31.1Rule 13a-14(d)/15d-14(d) Certification.

 

33.1Report on Assessment of Compliance with Applicable Servicing Criteria of World Omni Financial Corp., as Servicer.

 

33.2Management’s Assertion Report on Assessment of Compliance with Servicing Criteria Pursuant to Item 1122 of Regulation AB under the Securities Exchange Act of 1934 of MUFG Union Bank, N.A., as Indenture Trustee.

 

34.1Report of Independent Registered Public Accounting Firm of PricewaterhouseCoopers LLP, on behalf of World Omni Financial Corp.

 

34.2Report of Independent Registered Public Accounting Firm of Deloitte & Touche LLP, on behalf of MUFG Union Bank, N.A.

 

35.1Servicer Compliance Statement of World Omni Financial Corp., as Servicer.

 

99.1Receivables Purchase Agreement, dated as of August 19, 2020, relating to the Trust. Incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K, Registration File Number 333-228112-06, filed with the Commission on August 19, 2020.

 

99.2Administration Agreement, dated as of August 19, 2020, relating to the Trust. Incorporated by reference to Exhibit 99.2 to the Registrant’s Current Report on Form 8-K, Registration File Number 333-228112-06, filed with the Commission on August 19, 2020.

 

99.3Asset Representations Review Agreement, dated as of August 19, 2020, relating to the Trust. Incorporated by reference to Exhibit 99.3 to the Registrant’s Current Report on Form 8-K, Registration File Number 333-228112-06, filed with the Commission on August 19, 2020.

 

(c)Not applicable.

 

Item 16. Form 10-K Summary.

None.

 

 

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 2020-C
   
  By: World Omni Financial Corp.,
  as Servicer on behalf of the Trust
   
Date: March 26, 2021  
   
  /s/ Edward J. Brown, Jr.
  Edward J. Brown, Jr.
  Group Vice President
  (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.

 

EX-31.1 2 tm2110483d12_ex31-1.htm EXHIBIT 31.1

EXHIBIT 31.1

 

RULE 13a-14(d)/15d – 14(d) CERTIFICATION

 

I, Edward J. Brown, Jr., 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 2020-C (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: MUFG Union Bank, N.A., as Indenture Trustee.

 

Date: March 26, 2021  
   
  /s/ Edward J. Brown, Jr.
  Edward J. Brown, Jr.
  Group Vice President
  of World Omni Financial Corp., as
  Servicer on behalf of the Trust
  (Senior officer in charge of the servicing function)

 

EX-33.1 3 tm2110483d12_ex33-1.htm EXHIBIT 33.1

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, 2020 (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 and registered with the Securities and Exchange Commission (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, 2020 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, 2020 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, 2020 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, 2020 and for the Reporting Period.

 

March 26, 2021

 

  WORLD OMNI FINANCIAL CORP.
     
  By: /s/ Joseph A. Venezia
    Name: Joseph A. Venezia
    Title: Chief Financial Officer

 

 

APPENDIX A

 

Servicing Criteria Applicable
Servicing Criteria
INAPPLICABLE
Servicing
Criteria
Reference Criteria

Performed 

Directly
by
WOFC 

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 sales 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
1122(d)(1)(v) Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information. X    
  Cash Collection and Administration      
1122(d)(2)(i) Payments on asset backed security transactions of automobile and light duty truck retail installment sales contracts 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. 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
by
WOFC 

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 sales 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 sales 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 sales 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    

 

 

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
by
WOFC 

Performed by
Vendor(s) for which WOFC is the Responsible Party
 
1122(d)(4)(iv) Payments on asset backed security transactions of automobile and light duty truck retail installment sales 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. X1 X1  
1122(d)(4)(v) The Servicer’s records regarding the asset backed security transactions of automobile and light duty truck retail installment sales 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 sales 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 sales 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

 

 

 

 

Servicing Criteria Applicable
Servicing Criteria
INAPPLICABLE
Servicing
Criteria
Reference Criteria

Performed 

Directly
by
WOFC 

Performed by
Vendor(s) for which WOFC is the Responsible Party
 
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

 

 

EX-33.2 4 tm2110483d12_ex33-2.htm EXHIBIT 33.2

EXHIBIT 33.2

 

MANAGEMENT’S REPORT ON ASSESSMENT OF COMPLIANCE WITH SEC
REGULATION AB SERVICING CRITERIA

 

MUFG Union Bank, N.A. (the “Bank”), a wholly-owned subsidiary of MUFG Americas Holdings Corporation, provides this assessment of compliance with the following applicable servicing criteria set forth in Item 1122(d) of Regulation AB Servicing Criteria as set forth on Exhibit A hereto. Management has determined that the servicing criteria are applicable regarding the servicing platform for the period as follows:

 

Platform: Those publicly issued asset-backed transactions the securities of which were issued on or after January 1, 2006 and backed by automobile loan and/or lease assets for which the Bank provides trustee and paying agent services, as defined in the transaction agreements (the “Platform”).

 

Applicable Servicing Criteria: All servicing criteria set forth in Item 1122(d), to the extent required in the related transaction agreements or required by the Item 1122(d) servicing criteria in regards to the activities performed by the Bank, except for the following criteria: 1122(d) 1(i), 1(ii), 1(iii), 1(iv), 1(v) 2(i), 2(iii), 2(vi), 2(vii), 3(i), 3(ii) (allocation of amounts due to investors), 4(i), 4(ii), 4(iii), 4(iv), 4(v), 4(vi), 4(vii), 4(viii), 4(ix),4(x), 4(xi), 4(xii), 4(xiii), 4(xiv), and 4(xv), which management has determined are not applicable to the activities the Bank performs with respect to the Platform (the “Applicable Servicing Criteria”).

 

Period: As of December 31, 2020, and for the period from January 1, 2020 to December 31, 2020 (the “Period”).

 

With respect to the Platform and the Period, the Bank provides the following assessment of compliance with respect to the Applicable Servicing Criteria:

 

1.The Bank is responsible for assessing its compliance with the Applicable Servicing Criteria.

 

2.The Bank has assessed compliance with the Applicable Servicing Criteria, as described above as of and for the Period. In performing this assessment, management has used the criteria set by the Securities and Exchange Commission in paragraph (d) of Item 1122 of Regulation AB.

 

3.With respect to servicing criterion 1122(d)(3)(ii), the Bank is not responsible for allocating amounts due to investors.

 

4.The Bank was in compliance with the Applicable Servicing Criteria as of and for the Period in all material respects.

 

Deloitte & Touche LLP, an independent registered public accounting firm, has issued an attestation report with respect to the Bank’s foregoing assessment of compliance as of and for the Period.

 

MUFG UNION BANK, N.A.      
         
By: /s/ Evelyn T. Furukawa   By: /s/ Marianne Bamonte
         

Evelyn T. Furukawa, Director, 

Head of Corporate Trust Client Account Management 

  Marianne Bamonte, Global Trust Services Integration & Transition Manager Transaction Banking Americas
         
March 1, 2021      

 

 

Exhibit A to Management’s Assertion
Reference Servicing Criteria

Applicable Servicing 

Criteria

Inapplicable Servicing 

Criteria

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
1122(d)(1)(v)

Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information. 

  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 following 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 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
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 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(only as to remittances)  
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 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

 

 

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

 

EX-34.1 5 tm2110483d12_ex34-1.htm EXHIBIT 34.1

EXHIBIT 34.1

 

 

 

Report of Independent Registered Public Accounting Firm

 

To Management and the Board of Directors 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. (the “Company”) 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 and registered with the Securities Exchange Commission (the “Platform”), as of December 31, 2020 and for the year then ended, excluding criteria 1122(d)(1)(iii), 1122(d)(1)(iv), 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 Platform. As described in management's assertion, for servicing criteria 1122(d)(2)(i), 1122(d)(4)(ii), and 1122(d)(4)(iv), 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 Compliance and Disclosure Interpretation 200.06 of the SEC Division of Corporation Finance’s interpretations of the rules adopted under Regulation AB and the Securities Act and the Exchange Act ("Interpretation 200.06"). As permitted by Interpretation 200.06, 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 200.06 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 200.06. World Omni Financial Corp.’s management is responsible for its assertion and for the Company's compliance with the applicable servicing criteria. Our responsibility is to express an opinion on management's assertion about the Company’s compliance with the applicable servicing criteria based on our examination.

 

Our examination was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and in accordance with attestation standards established by the American Institute of Certified Public Accountants. Those standards require that we plan and perform the examination to obtain reasonable assurance about whether management’s assertion about compliance with the applicable servicing criteria is fairly stated, in all material respects, 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, and that the evidence we obtained is sufficient and appropriate to provide, a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company’s compliance with the servicing criteria. 

 

In our opinion, management’s assertion that World Omni Financial Corp. complied with the aforementioned applicable servicing criteria as of and for the year ended December 31, 2020 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 and registered with the Securities Exchange Commission is fairly stated, in all material respects.

 

/s/ PricewaterhouseCoopers LLP

 

Hallandale Beach, Florida

March 26, 2021

 

EX-34.2 6 tm2110483d12_ex34-2.htm EXHIBIT 34.2

EXHIBIT 34.2

 

[LOGO] Deloitte

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Audit & Finance Committee of the Board of Directors and Shareholders
MUFG Americas Holdings Corporation
San Francisco, California

 

We have examined management of MUFG Union Bank, N.A.’s assertion, included in the accompanying Management’s Report on Assessment of Compliance with Securities and Exchange Commission's Regulation AB Servicing Criteria, that MUFG Union Bank, N.A. (the “Bank”), a wholly owned subsidiary of MUFG Americas Holdings Corporation, complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission’s Regulation AB for the publicly issued asset-backed transactions, the securities of which were issued on or after January 1, 2006 and backed by automobile loan and/or lease assets for which the Bank provides trustee and paying agent services, as defined in the transaction agreements (the “Platform”) as of and for the year ended December 31, 2020, excluding criteria 1122(d) 1(i), 1(ii), 1(iii),1(iv), 1(v), 2(i), 2(iii), 2(vi), 2(vii), 3(i), 3(ii) (Allocation of amounts due to Investors), 4(i), 4(ii), 4(iii), 4(iv), 4(v), 4(vi), 4(vii), 4(viii), 4(ix), 4(x), 4(xi), 4(xii), 4(xiii), 4(xiv) and 4(xv), which management has determined are not applicable to the activities performed by the Bank with respect to the Platform. Management's Report identifies the individual asset-backed transactions defined by management as constituting the Platform. Management is responsible for the Bank’s compliance with the servicing criteria, other than allocating amounts due to investors with regards to servicing criterion 1122(d)(3)(ii), and its assertion. Our responsibility is to express an opinion on management’s assertion about the Bank’s compliance with the servicing criteria based on our examination.

 

Our examination was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and in accordance with attestation standards established by the American Institute of Certified Public Accountants. Those standards require that we plan and perform the examination to obtain reasonable assurance about whether management’s assertion about compliance with the servicing criteria is fairly stated, in all material respects, and, accordingly, included examining, on a test basis, evidence about the Bank’s compliance with the applicable servicing criteria, including tests on a sample basis of the servicing activities related to the Platform, determining whether the Bank performed those selected activities in compliance with the servicing criteria during the specified period, and performing such other procedures as we considered necessary in the circumstances. Our procedures were limited to selected servicing activities performed by the Bank during the period covered by this report and, accordingly, such samples may not have included servicing activities related to each asset-backed transaction included in the Platform. Further, an examination is not designed to detect noncompliance arising from errors that may have occurred prior to the period specified above that may have affected the balances or amounts calculated or reported by the Bank during the period covered by this report. We believe that the evidence we obtained in our examination is sufficient and appropriate to provides a reasonable basis for our opinion.

 

Our examination does not provide a legal determination on the Bank’s compliance with the servicing criteria.

 

In our opinion, management’s assertion that the Bank complied with the aforementioned applicable servicing criteria as of and for the year ended December 31, 2020 for the Platform is fairly stated, in all material respects.

 

/s/ Deloitte & Touche LLP

San Francisco, California 

 

March 1, 2021

 

EX-35.1 7 tm2110483d12_ex35-1.htm EXHIBIT 35.1

EXHIBIT 35.1

 

World Omni Financial Corp.

Servicer Compliance Statement  

Pursuant to Item 1123 

of Regulation AB

 

I, Joseph A. Venezia, do hereby certify that I am the 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 August 19, 2020 (the “Agreement”), among World Omni Auto Receivables Trust 2020-C, 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, 2020 (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 26, 2021.

 

  WORLD OMNI FINANCIAL CORP.
     
  By:  /s/ Joseph A. Venezia
    Name: Joseph A. Venezia
    Title: Chief Financial Officer

 

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