UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
For the fiscal year ended December 31, 2012.
OR
¨ | 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 the issuing entity: 333-170231-07
AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2012-3
(Exact name of issuing entity as specified in its charter)
Commission File Number of depositor: 333-170231
AFS SENSUB CORP.
(Exact name of depositor as specified in its charter)
Commission File Number of sponsor: 001-13329
AMERICREDIT FINANCIAL SERVICES, INC.
(Exact name of sponsor as specified in its charter)
Delaware | 45-6934845 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. employer identification no.) |
AmeriCredit Financial Services, Inc. (as originator) 801 Cherry Street, Suite 3500 Fort Worth, TX |
76102 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code (817) 302-7000
Securities Registered Pursuant to Section 12 (b) of the Securities Exchange Act of 1934: None
Securities Registered Pursuant to Section 12 (g) of the Securities Exchange Act of 1934: 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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes ¨ No ¨
Indicate by check mark if the disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein and will not be contained, to the best of the Registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K/A or any amendment to this Form 10-K/A. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer or a smaller reporting company. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
Non-accelerated filer | x | Smaller reporting company | ¨ |
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 registrants most recently completed second fiscal quarter.
Not applicable to this Registrant
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 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.
Explanatory Note:
The Form 10-K for the issuing entitys fiscal year ended December 31, 2012 was originally filed on March 28, 2013. This Form 10-K/A is being filed because the sponsor and issuing entity recently were provided with a corrected and updated Assessment of Compliance with Applicable Servicing Criteria by Wells Fargo Bank, National Association (the Updated Assessment), which is attached to this Form 10-K/A as Exhibit 33.2, and a corresponding updated Report of Independent Registered Public Accounting Firm from KPMG LLP relating to that Updated Assessment, which is attached to the Form 10-K/A as Exhibit 34.2. Pursuant to the requirements of Rule 12b-15 of the Securities Exchange Act of 1934, an updated Section 302 Certification is also attached to this Form 10-K/A as Exhibit 31.1.
Except for the updated exhibits described above, this Form 10-K/A does not update, modify or amend any other information or any other exhibits as originally filed on the Form 10-K. Therefore, this Form 10-K/A does not reflect events occurring after the original filing date of the Form 10-K and does not update those disclosures as affected by subsequent events. Accordingly, this Form 10-K/A should be read in conjunction with the Form 10-K and with other filings made by the issuing entity with the Securities and Exchange Commission subsequent to the filing of the Form 10-K.
PART I
The following Items have been omitted in accordance with General Instruction J to Form 10-K:
ITEM 1. | BUSINESS |
ITEM 1A. | RISK FACTORS |
ITEM 2. | PROPERTIES |
ITEM 3. | LEGAL PROCEEDINGS |
ITEM 4. | MINE SAFETY DISCLOSURES |
ITEM 1B. | UNRESOLVED STAFF COMMENTS |
None.
PART II
The following Items have been omitted in accordance with General Instruction J to Form 10-K:
ITEM 5. | MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS |
ITEM 6. | SELECTED FINANCIAL DATA |
ITEM 7. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
ITEM 9A. | CONTROLS AND PROCEDURES |
ITEM 9B. | OTHER INFORMATION |
None.
PART III
The following Items have been omitted in accordance with General Instruction J to Form 10-K:
ITEM 10. | DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
ITEM 11. | EXECUTIVE COMPENSATION |
ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE |
ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES |
ITEM 15 | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
(a)(1) | Not Applicable | |
(a)(2) | Not Applicable | |
(a)(3) | As reported under clause (b) | |
(b) |
Exhibit Number |
Description | |
Exhibit 4.1 | Indenture, dated as of June 6, 2012, between AmeriCredit Automobile Receivables Trust 2012-3 and Wells Fargo Bank, National Association, as Trustee and Trust Collateral Agent. - (incorporated by reference from Exhibit 4.1 of the Current Report on Form 8-K filed by AmeriCredit Automobile Receivables Trust 2012-3 (File No. 333-170231-07) with the SEC on June 28, 2012). | |
Exhibit 4.2 | Amended and Restated Trust Agreement, dated as of June 6, 2012, between AFS SenSub Corp., as Seller, and Wilmington Trust Company, as Owner Trustee. - (incorporated by reference from Exhibit 4.2 of the Current Report on Form 8-K filed by AmeriCredit Automobile Receivables Trust 2012-3 (File No. 333-170231-07) with the SEC on June 28, 2012). | |
Exhibit 4.3 | Sale and Servicing Agreement, dated as of June 6, 2012, among AmeriCredit Automobile Receivables Trust 2012-3, as Issuer, AmeriCredit Financial Services, Inc., as Servicer, AFS SenSub Corp., as Seller, and Wells Fargo Bank, National Association, as Backup Servicer and Trust Collateral Agent. - (incorporated by reference from Exhibit 4.3 of the Current Report on Form 8-K filed by AmeriCredit Automobile Receivables Trust 2012-3 (File No. 333-170231-07) with the SEC on June 28, 2012). | |
Exhibit 10.1 | Purchase Agreement, dated as of June 6, 2012, between AmeriCredit Financial Services, Inc., as Seller and AFS SenSub Corp., as Purchaser. - (incorporated by reference from Exhibit 10.1 of the Current Report on Form 8-K filed by AmeriCredit Automobile Receivables Trust 2012-3 (File No. 333-170231-07) with the SEC on June 28, 2012). | |
Exhibit 10.2 | Custodian Agreement, dated as of June 6, 2012, among AmeriCredit Financial Services, Inc., as Custodian, and Wells Fargo Bank, National Association, as Trust Collateral Agent - (incorporated by reference from Exhibit 10.2 of the Current Report on Form 8-K filed by AmeriCredit Automobile Receivables Trust 2012-3 (File No. 333-170231-07) with the SEC on June 28, 2012). | |
Exhibit 10.3 | Lockbox Account Agreement, dated as of June 6, 2012, among JPMorgan Chase Bank, N.A., as Processor, AmeriCredit Financial Services, Inc., Wells Fargo Bank, National Association, as Trustee. - (incorporated by reference from Exhibit 10.3 of the Current Report on Form 8-K filed by AmeriCredit Automobile Receivables Trust 2012-3 (File No. 333-170231-07) with the SEC on June 28, 2012). | |
Exhibit 10.4 | Lockbox Processing Agreement, dated as of June 6, 2012, among AmeriCredit Financial Services, Inc., Wells Fargo Bank, National Association, as Trustee, and Regulus Group II LLC, as Processor. - (incorporated by reference from Exhibit 10.4 of the Current Report on Form 8-K filed by AmeriCredit Automobile Receivables Trust 2012-3 (File No. 333-170231-07) with the SEC on June 28, 2012). | |
Exhibit 31.1 | Rule 13a-14(a)/15d-14(a) Certification (Section 302 Certification). |
Exhibit 33.1 | Managements Assertion Regarding Compliance with Applicable Servicing Criteria concerning servicing activities of AmeriCredit Financial Services, Inc. and its subsidiaries for the year ended December 31, 2012. | |
Exhibit 33.2 | Assessment of Compliance with Applicable Servicing Criteria (Wells Fargo Bank, National Association). | |
Exhibit 34.1 | Report of Independent Registered Public Accounting Firm (Deloitte & Touche LLP). | |
Exhibit 34.2 | Report of Independent Registered Public Accounting Firm (KPMG LLP). | |
Exhibit 35.1 | Servicer Compliance Statement of AmeriCredit Financial Services, Inc. |
(c.) | Not Applicable. |
SUBSTITUTE INFORMATION INCLUDED IN ACCORDANCE WITH GENERAL INSTRUCTION J TO FORM 10-K:
ITEM 1112(b) OF REGULATION AB. (SIGNIFICANT OBLIGORS OF POOL ASSETS)
There is no single obligor that represents more than 10% of the pool assets.
ITEM 1114(b)(2) OF REGULATION AB. (CREDIT ENHANCEMENT AND OTHER SUPPORT, EXCEPT FOR CERTAIN DERIVATIVES INSTRUMENTS (FINANCIAL INFORMATION))
There is no external credit enhancement or other support provider that is liable to provide payments supporting any notes or certificates issued by the Issuing Entity.
ITEM 1115(b) OF REGULATION AB. (CERTAIN DERIVATIVE INFORMATION (FINANCIAL INFORMATION))
No entity provides any derivative instruments that are used to alter the payment characteristics of the cash flows from the Issuing Entity.
ITEM 1117 OF REGULATION AB. (LEGAL PROCEEDINGS)
No legal proceedings are pending against the Sponsor, Depositor, Trustee, Issuing Entity, or any Servicer that would be material to the security holders of the Notes or Certificates.
ITEM 1119 OF REGULATION AB. (AFFILIATIONS AND CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS)
AmeriCredit Financial Services Inc., the Sponsor and the servicer, is a Delaware corporation and is the originator of 100% of the automobile loan contracts. The Sponsor purchases automobile loan contracts that are originated and assigned to it by automobile dealers and, to a lesser extent, third-party lenders and also originates automobile loan contracts directly with consumers, either directly or through a wholly owned subsidiary. The Sponsor services all automobile loan contracts that it purchases or originates on behalf of the Issuing Entity, AmeriCredit Automobile Receivables Trust 2012-3, a Delaware statutory trust.
The Sponsor sold and assigned the pool of initial automobile loan contracts to AFS SenSub Corp., the Depositor, a Nevada corporation. The Depositor then sold the pool of sub-prime automobile loan contracts to the Issuing Entity and is the sole-owner of the certificate of the Issuing Entity.
General Motors Financial of Canada, Ltd., or GMF of Canada, is a wholly owned subsidiary of the Sponsor. GMF of Canada services a portion of the automobile loan contracts in the United States on behalf of the Issuing Entity through its service center in Peterborough, Ontario. GMF of Canada utilizes the Sponsors standardized servicing policies and procedures and operates on the same single, unified and interconnected software platform that the Sponsors other servicing centers utilize. GMF of Canada is managed by the same executive officers of the Sponsor that oversee the rest of the Sponsors operations, including servicing through its other servicing centers. GMF of Canada is operated as a separate legal entity from the Sponsor due solely to the location of its servicing center in a foreign jurisdiction, despite being operated identically to the Sponsors other servicing centers and not as a stand-alone entity (other than as is required for regulatory and corporate governance purposes).
ITEM 1122 OF REGULATION AB. COMPLIANCE WITH APPLICABLE SERVICING CRITERIA.
The following documents are filed as part of this report.
Exhibit Number |
Description | |
Exhibit 33.1 | Managements Assertion Regarding Compliance with Applicable Servicing Criteria concerning servicing activities of AmeriCredit Financial Services, Inc. and its subsidiaries for the year ended December 31, 2012. | |
Exhibit 33.2 | Assessment of Compliance with Applicable Servicing Criteria (Wells Fargo Bank National Association). | |
Exhibit 34.1 | Report of Independent Registered Public Accounting Firm (Deloitte & Touche LLP). | |
Exhibit 34.2 | Report of Independent Registered Public Accounting Firm (KPMG LLP). |
The Servicer has complied, in all material respects, with the Applicable Servicing Criteria.
The Servicer separately confirmed with Wells Fargo Bank, National Association that none of the material instances of noncompliance discussed in Exhibit 33.2 or the Schedules thereto relate to the transaction covered by the Form 10-K/A. The Servicer determined that these instances of noncompliance do not represent material instances of noncompliance with the servicing criteria relating to the transaction covered by the Form 10-K/A.
ITEM 1123 OF REGULATION AB, SERVICER COMPLIANCE STATEMENT
The following documents are filed as part of this report.
Exhibit Number |
Description | |
Exhibit 35.1 | Servicer Compliance Statement of AmeriCredit Financial Services, Inc. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, AmeriCredit Automobile Receivables Trust 2012-3 has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2012-3 | ||
By: | AMERICREDIT FINANCIAL SERVICES, INC., as attorney-in-fact | |
By: | /s/ Chris A. Choate | |
Name: Chris A. Choate | ||
Title: Executive Vice President, Chief Financial Officer and Treasurer | ||
Dated: February 28, 2014 |
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, proxy statement, form of proxy or other proxy soliciting material has been sent to certificateholders, and the registrant does not presently contemplate sending any such materials subsequent to the filing of this report.
EXHIBIT INDEX
AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2012-3
Exhibit Number |
Description | |
Exhibit 4.1 | Indenture, dated as of June 6, 2012, between AmeriCredit Automobile Receivables Trust 2012-3 and Wells Fargo Bank, National Association, as Trustee and Trust Collateral Agent. - (incorporated by reference from Exhibit 4.1 of the Current Report on Form 8-K filed by AmeriCredit Automobile Receivables Trust 2012-3 (File No. 333-170231-07) with the SEC on June 28, 2012). | |
Exhibit 4.2 | Amended and Restated Trust Agreement, dated as of June 6, 2012, between AFS SenSub Corp., as Seller, and Wilmington Trust Company, as Owner Trustee. - (incorporated by reference from Exhibit 4.2 of the Current Report on Form 8-K filed by AmeriCredit Automobile Receivables Trust 2012-3 (File No. 333-170231-07) with the SEC on June 28, 2012). | |
Exhibit 4.3 | Sale and Servicing Agreement, dated as of June 6, 2012, among AmeriCredit Automobile Receivables Trust 2012-3, as Issuer, AmeriCredit Financial Services, Inc., as Servicer, AFS SenSub Corp., as Seller, and Wells Fargo Bank, National Association, as Backup Servicer and Trust Collateral Agent. - (incorporated by reference from Exhibit 4.3 of the Current Report on Form 8-K filed by AmeriCredit Automobile Receivables Trust 2012-3 (File No. 333-170231-07) with the SEC on June 28, 2012). | |
Exhibit 10.1 | Purchase Agreement, dated as of June 6, 2012, between AmeriCredit Financial Services, Inc., as Seller and AFS SenSub Corp., as Purchaser. - (incorporated by reference from Exhibit 10.1 of the Current Report on Form 8-K filed by AmeriCredit Automobile Receivables Trust 2012-3 (File No. 333-170231-07) with the SEC on June 28, 2012). | |
Exhibit 10.2 | Custodian Agreement, dated as of June 6, 2012, among AmeriCredit Financial Services, Inc., as Custodian, and Wells Fargo Bank, National Association, as Trust Collateral Agent. - (incorporated by reference from Exhibit 10.2 of the Current Report on Form 8-K filed by AmeriCredit Automobile Receivables Trust 2012-3 (File No. 333-170231-07) with the SEC on June 28, 2012). | |
Exhibit 10.3 | Lockbox Account Agreement, dated as of June 6, 2012, among JPMorgan Chase Bank, N.A., as Processor, AmeriCredit Financial Services, Inc., Wells Fargo Bank, National Association, as Trustee. - (incorporated by reference from Exhibit 10.3 of the Current Report on Form 8-K filed by AmeriCredit Automobile Receivables Trust 2012-3 (File No. 333-170231-07) with the SEC on June 28, 2012). |
Exhibit 10.4 | Lockbox Processing Agreement, dated as of June 6, 2012, among AmeriCredit Financial Services, Inc., Wells Fargo Bank, National Association, as Trustee, and Regulus Group II LLC, as Processor.(incorporated by reference from Exhibit 10.4 of the Current Report on Form 8-K filed by AmeriCredit Automobile Receivables Trust 2012-3 (File No. 333-170231-07) with the SEC on June 28, 2012). | |
Exhibit 31.1 | Rule 13a-14(a)/15d-14(a) Certification (Section 302 Certification). | |
Exhibit 33.1 | Managements Assertion Regarding Compliance with Applicable Servicing Criteria concerning servicing activities of AmeriCredit Financial Services, Inc. and its subsidiaries for the year ended December 31, 2012. | |
Exhibit 33.2 | Assessment of Compliance with Applicable Servicing Criteria (Wells Fargo Bank, National Association). | |
Exhibit 34.1 | Report of Independent Registered Public Accounting Firm (Deloitte & Touche LLP). | |
Exhibit 34.2 | Report of Independent Registered Public Accounting Firm (KPMG LLP). | |
Exhibit 35.1 | Servicer Compliance Statement of AmeriCredit Financial Services, Inc. |
Exhibit 31.1
I, Chris A. Choate, certify that:
1. | I have reviewed this report on Form 10-K/A and all reports on Form 10-D required to be filed in respect of the period covered by this report on Form 10-K/A of AmeriCredit Automobile Receivables Trust 2012-3 (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 agreements 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/A. |
In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: Wells Fargo Bank, National Association
By: |
/s/ Chris A. Choate | |
Name: |
Chris A. Choate | |
Title: |
Executive Vice President, Chief Financial Officer and Treasurer | |
Date: |
February 28, 2014 |
Exhibit 33.1
Managements Assertion Regarding Compliance with Applicable Servicing Criteria
AmeriCredit Financial Services, Inc. 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 year ended December 31, 2012 (the Reporting Period). The transactions covered by this report include publicly issued auto loan asset-backed securities transactions issued from March 2, 2006 to December 31, 2012 for which we acted as servicer involving auto loans (the Platform). The individual asset-backed transactions that we have defined as constituting the Platform are included in Appendix A.
Applicable Servicing Criteria: All servicing criteria set forth in Item 1122(d) except for the following criteria: 1122 (d)( 1)(ii), 1122(d)(1)(iv), 1122(d)(2)(iii), 1122(d)(2)(vi), 1122 (d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii), 1122(d)(4)(xiii), which we have determined are not applicable to the activities we perform with respect to the Platform (the Applicable Servicing Criteria).
Third parties classified as vendors: With respect to servicing criteria 1122(d)(2)(i) we have engaged various vendors to serve as repositories for customer payments (i.e. a lockbox bank and a third party money wire transfer provider) as required by the servicing criteria. We have determined that none of the vendors are a servicer as defined in Item 1101(j) of Regulation AB, and we elect to take responsibility for assessing compliance with the portion of the servicing criteria applicable to each vendor as permitted by Interpretation 17.06 of the SEC Division of Corporation Finance Manual of Publicly Available Telephone Interpretations (Interpretation 17.06). We have policies and procedures in place to provide reasonable assurance that each vendors activities comply in all material respects with the servicing criteria applicable to each vendor. We are solely responsible for determining that it meets the SEC requirements to apply Interpretation 17.06 for the vendors and related criteria.
With respect to the Platform and the Reporting Period, we provide the following assessment of compliance with respect to the Applicable Servicing Criteria:
1. | We are responsible for assessing our compliance with the Applicable Servicing Criteria. |
2. | We have assessed compliance with the Applicable Servicing Criteria, including servicing criteria for which compliance is determined based on Interpretation 17.06 as described above, as of and for the Reporting Period. In performing this assessment, we used the criteria set forth by the Securities and Exchange Commission in paragraph (d) of Item 1122 of Regulation AB. |
3. | We were in material compliance with the Applicable Servicing Criteria as of and for the Reporting Period. |
Deloitte & Touche LLP, a registered public accounting firm has issued an attestation report with respect to our foregoing assessment of compliance as of and for the Reporting Period.
AmeriCredit Financial Services, Inc. | ||
By: | /s/ Connie Coffey | |
Name: | Connie Coffey | |
Title: | Executive Vice President, Accounting Corporate Controller | |
Date: | March 22, 2013 |
Appendix A
Asset Backed Transactions constituting the Platform
Trustee |
Securitization | |
Wells Fargo |
AmeriCredit Automobile Receivables Trust 2008-1 | |
Wells Fargo |
AmeriCredit Automobile Receivables Trust 2008-2 | |
Wells Fargo |
AmeriCredit Automobile Receivables Trust 2009-1 | |
Wells Fargo |
AmeriCredit Prime Automobile Receivables Trust 2009-1-APART | |
Wells Fargo |
AmeriCredit Automobile Receivables Trust 2010-1 | |
Wells Fargo |
AmeriCredit Automobile Receivables Trust 2010-A | |
Wells Fargo |
AmeriCredit Automobile Receivables Trust 2010-2 | |
Wells Fargo |
AmeriCredit Automobile Receivables Trust 2010-B | |
Wells Fargo |
AmeriCredit Automobile Receivables Trust 2010-3 | |
Wells Fargo |
AmeriCredit Automobile Receivables Trust 2010-4 | |
Wells Fargo |
AmeriCredit Automobile Receivables Trust 2011-1 | |
Wells Fargo |
AmeriCredit Automobile Receivables Trust 2011-2 | |
Wells Fargo |
AmeriCredit Automobile Receivables Trust 2011-3 | |
Wells Fargo |
AmeriCredit Automobile Receivables Trust 2011-4 | |
Wells Fargo |
AmeriCredit Automobile Receivables Trust 2011-5 | |
Wells Fargo |
AmeriCredit Automobile Receivables Trust 2012-1 | |
Wells Fargo |
AmeriCredit Automobile Receivables Trust 2012-2 | |
Wells Fargo |
AmeriCredit Automobile Receivables Trust 2012-3 | |
Wells Fargo |
AmeriCredit Automobile Receivables Trust 2012-4 | |
BONY |
AmeriCredit Automobile Receivables Trust 2012-5 |
Exhibit 33.2
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Corporate Trust Services | |||
MAC R1204-010 9062 Old Annapolis Road Columbia, MD 21045 Tel: 410 884-2000 Fax: 410 715-2380 |
ASSESSMENT OF COMPLIANCE WITH THE APPLICABLE SERVICING CRITERIA
Corporate Trust Services division of Wells Fargo Bank, National Association (the Company) is responsible for assessing compliance with the applicable servicing criteria set forth in Item 1122(d) of Regulation AB of the Securities and Exchange Commission. The Company has determined that the servicing criteria are applicable in regards to the servicing platform for the period as follows:
Platform: Publicly-issued (i.e., transaction-level reporting initially required under the Securities Exchange Act of 1934, as amended) and certain privately-issued (i.e., for which transaction-level reporting is required pursuant to contractual obligation) residential mortgage-backed securities, commercial mortgage-backed securities and other asset-backed securities, for which the Company provides master servicing, trustee, securities administration or paying agent services, excluding any such securities issued by any agency or instrumentality of the U.S. government (other than the Federal Deposit Insurance Company) or any government sponsored entity, and further excluding the transactions issued prior to 2006 for which Wells Fargo outsources all material servicing activities (as defined by Regulation AB) (the Platform). Appendix A identifies the individual transactions defined by the Company as constituting 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 Company, except for the following criteria: 1122(d)(4)(ii), 1122(d)(4)(iv), 1122(d)(4)(v), 1122(d)(4)(viii), 1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii) and 1122(d)(4)(xiii), which Management has determined are not applicable to the activities the Company performs with respect to the Platform (the Applicable Servicing Criteria).
Period: As of and for the twelve months ended December 31, 2012 (the Period).
Third parties classified as vendors: With respect to servicing criterion 1122(d)(4)(i), the Company has engaged a vendor to handle certain Uniform Commercial Code filing functions required by the servicing criterion. The Company has determined that this vendor is not considered a servicer as defined in Item 1101(j) of Regulation AB, and the Company elects to take responsibility for assessing compliance with the portion of the servicing criterion applicable to this vendor as permitted by Interpretation 17.06 of the SEC Division of Corporation Finance Manual of Publicly Available Telephone Interpretations (Interpretation 17.06). The Company has policies and procedures in place to provide reasonable assurance that the vendors activities comply in all material respects with the servicing criterion applicable to the vendor. The Company is solely responsible for determining that it meets the SEC requirements to apply Interpretation 17.06 for the vendor and related criterion.
With respect to the Platform and the Period, the Company provides the following assessment of compliance with respect to the Applicable Servicing Criteria:
1. The Company is responsible for assessing its compliance with the Applicable Servicing Criteria.
2. The Company has assessed compliance with the Applicable Servicing Criteria, including the servicing criterion for which compliance is determined based on Interpretation 17.06 as described above. In performing this assessment, management used the criteria set forth by the Securities and Exchange Commission in paragraph (d) of Item 1122 of Regulation AB.
3. Based on such assessment, the Company has complied, in all material respects with the Applicable Servicing Criteria, except as described in Schedule A hereto.
4. Schedule B hereto includes Managements discussion of the exceptions noted in Schedule A, including remediation efforts taken by the Company.
As discussed in Appendix B, the Company has amended its Assessment of Compliance with the Applicable Servicing Criteria dated February 28, 2013 to include certain previously omitted transactions in its Platform.
KPMG LLP, an independent registered public accounting firm, has issued an attestation report on the Companys compliance with the Applicable Servicing Criteria for the Period.
WELLS FARGO BANK, National Association | ||
By: | /Brian Bartlett/ | |
Brian Bartlett | ||
Title: | Executive Vice President | |
Dated: | December 20, 2013 |
Schedule A
Material Instances of Noncompliance by the Company
Managements assessment of compliance with the Applicable Servicing Criteria set forth by the Securities and Exchange Commission in paragraph (d) of Item 1122 of Regulation AB as of December 31, 2012 and for the Period, disclosed that material instances of noncompliance occurred with respect to the servicing criteria set forth in both of Items 1122(d)(3)(i)(B) and 1122(d)(3)(ii), as follows:
| With respect to servicing criterion 1122(d)(3)(i)(B), certain reports to investors did not provide information calculated in accordance with the terms specified in the transaction agreements. |
| With respect to servicing criterion 1122(d)(3)(ii), certain amounts due to investors were not allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements. |
Schedule B
Managements Discussion on Material Instances of Noncompliance by the Company
Disclosure: During the Period, Wells Fargo identified Payment Errors (as defined below) and Reporting Errors (as defined below) on certain residential mortgage-backed securities (RMBS) transactions in the Platform. Although no individually identified error, in and of itself, was found to be material to the Platform, when the errors were considered in the aggregate, Management determined that, for Platform purposes, there were material instances of noncompliance with respect to both Items 1122(d)(3)(i)(B) and 1122(d)(3)(ii) of Regulation AB.
For purposes of this Schedule B, the term Payment Errors means the identified payment errors that occurred during the Period and that, when considered in the aggregate, led to Managements determination that there was a material instance of noncompliance for the Platform with respect to Item 1122(d)(3)(i)(B) of Regulation AB. For purposes of this Schedule B, the term Reporting Errors means the identified reporting errors that occurred during the Period and that, when considered in the aggregate, led to Managements determination that there was a material instance of noncompliance for the Platform with respect to Item 1122(d)(3)(ii) of Regulation AB.
The identified Payment Errors and Reporting Errors on such RMBS transactions were attributable to certain failures in processes relating to waterfall calculations and reporting that, although adapted over time, still insufficiently addressed the impact of the unprecedented levels of collateral degradation in RMBS transactions on the calculation of principal and interest payments and losses and associated investor reporting.
Scope of the Material Instances of Noncompliance: The identified Payment Errors and Reporting Errors that led to Managements determination that material instances of noncompliance with respect to the Platform had occurred were limited to certain RMBS transactions in the Platform. There were no identified Payment Errors or Reporting Errors for non-RMBS transactions in the Platform which contributed to Managements determination that there were material instances of noncompliance for the Platform. In some instances, the identified Payment Errors which contributed to Managements determination that there were material instances of noncompliance for the Platform were also considered material to the transactions on which they occurred. None of the identified Reporting Errors which contributed to Managements determination that there were material instances of noncompliance for the Platform were considered material for a particular transaction. For all transactions in the Platform (including RMBS transactions with identified Payment Errors and Reporting Errors), Management delivered an Item 1123 certification to the extent it was required to do so pursuant to the requirements of the applicable transaction documents and Regulation AB. Where there was an identified Payment Error that was considered material for an individual transaction, the Item 1123 certification included a description of the nature and scope of such error.
Remediation: Appropriate actions have been taken or are in the process of being taken to remediate the identified Payment Errors and Reporting Errors that led to Managements determination that material instances of noncompliance with respect to the Platform had occurred. Further, adjustments have been or will be made to the waterfall calculations and other operational processes and quality control measures applied to the RMBS transactions in the Platform to minimize the risk of future payment and reporting errors.
Further Disclosure1: Earlier this year, the Staff of the Securities Exchange Commission issued a comment letter to an issuer of certain residential mortgage-backed securities with questions regarding its 2012 Form 10-K filings. Three of the questions posed on such comment letter pertained to Wells Fargos Schedule B discussion of the material instances of noncompliance on its platform set forth above. The comment letter questions and Wells Fargos response to such questions are set forth verbatim below beginning with the second succeeding paragraph (the Comment Letter Questions and Wells Fargo Responses).
1 | This section of Schedule B was not in the original Assessment of Compliance with Applicable Servicing Criteria dated February 28, 2013. |
The statistics about Identified Payment Errors and Identified Reporting Errors (as such terms are defined in the responses below) set forth in Wells Fargos responses below were based on information known as of February 28, 2013, the date of the original Assessment of Compliance with Applicable Servicing Criteria. As of the date of this amended assessment of compliance with applicable servicing criteria, Management is aware of an additional 18 Identified Payment Errors and an additional 29 Identified Reporting Errors. The additional errors were found both on platform transactions that are denoted as omitted transactions on Appendix A hereto and on non-omitted platform transactions. The discussion in the below responses about the Identified Payment Errors and Identified Reporting Errors, including statements about remediation, is applicable to these additional Identified Payment Errors and Identified Reporting Errors.
Comment Letter Questions and Wells Fargo Responses2:
5. The report of Wells Fargo Bank, N.A. (Wells Fargo) on its assessment of compliance with applicable servicing criteria states that certain failures in processes relating to waterfall calculations and reporting that, although adapted over time, still insufficiently addressed the impact of the unprecedented levels of collateral degradation in RMBS transactions on the calculation of principal and interest payments and losses associated investor reporting. Your description is unclear. With a view towards disclosure please explain:
| the specific failures in processes relating to waterfall calculations and reporting; |
| what you mean by unprecedented levels of collateral degradation and why that would have any effect on the calculation of the waterfall; and |
| what you mean by adapted over time. |
Response: For purposes of Wells Fargos response to questions 5, 6 and 7 of the Staffs Comment Letter, reference is made to the following defined terms.
| 2012 Assessment means, with respect to its Platform, the assessment of compliance with applicable Item 1122(d) servicing criteria prepared by management of Wells Fargo relating to the 2012 Reporting Period. |
| 2012 Attestation means the compliance attestation report of KPMG LLP, the independent registered public accounting firm engaged by Wells Fargo to issue such compliance attestation report in connection with the 2012 Assessment, for the 2012 Reporting Period. |
| 2012 Item 1122 Compliance Reports means the 2012 Assessment and 2012 Attestation. |
| 2012 Reporting Period means as of and for the year ending December 31, 2012. |
| Identified Payment Errors means, with respect to the 2012 Reporting Period, the payment errors identified in the normal course of business and through specific procedures performed in connection with the preparation of the 2012 Item 1122 Compliance Reports that led to the determination that there was a material instance of noncompliance for Wells Fargos Platform. |
| Identified Reporting Errors means, with respect to the 2012 Reporting Period, the reporting errors identified in the normal course of business and through specific procedures performed in connection with the preparation of the 2012 Item 1122 Compliance Reports that led to the determination that there was a material instance of noncompliance for Wells Fargos Platform. |
| Model means the Model Input, the Model Program and the processes related to the Model Input and the Model Program that function together for the purpose of calculating payments in accordance with the requirements of relevant transaction documents. |
| Model Errors refers to Model Input Errors and Model Program Errors. |
| Model Input means data that is transmitted electronically or manually to a Model such as data from a servicer, data from financial services information providers, cash adjustments (such as reimbursable expenses) and information from programs that perform interim calculations. |
| Model Input Errors means inaccurate or incomplete Model Input information, inaccuracies in receiving or processing Model Input information or inaccuracies in manual non-automated processing that lead to payment errors. |
2 | This section of Schedule B was not in the original Assessment of Compliance with Applicable Servicing Criteria dated February 28, 2013. |
| Model Program means Model programming logic designed to calculate payments in accordance with transaction document requirements. |
| Model Program Errors means inaccurate or incomplete programming or logic in the Model that does not produce calculations in accordance with the transaction documents and therefore causes payment errors and/or reporting errors. |
| Platform means the trustee/master servicer/securities administrator/paying agent platform designed by Wells Fargo that corresponds to the 2012 Assessment consisting of approximately 2000 RMBS transactions in addition to other commercial mortgage-backed security and asset-backed security transactions. |
| RMBS means residential mortgage-backed securities. |
| Wells Fargo means the Corporate Trust Services division of Wells Fargo Bank, N.A. |
| the specific failures in processes relating to waterfall calculations and reporting; |
Response: Wells Fargo develops a unique Model for each transaction in its Platform. On the whole, there are millions of calculations performed by the Models each payment period for the thousands of transactions in the Platform.
Wells Fargos waterfall payment calculation and reporting functions can be categorized into three processes:
| Model Inputs, |
| Model Programs, and |
| transmission of each Models output to the processes and systems that generate investor reports. |
In the 2012 Reporting Period, there were 84 Identified Payment Errors on RMBS transactions3.
| 40 of the 84 Identified Payment Errors resulted from Model Input Errors. For example4, in certain transactions, defaulted fixed rate loans became subject to unanticipated rate modifications when the loans were modified in accordance with industry loan modification initiatives. Because the transaction documents did not contemplate the rate modifications, the Model Input process had to be manually adapted to incorporate the rate changes. Model Input Errors occurred when the manual adjustments were made. |
| 44 of the 84 Identified Payment Errors resulted from Model Program Errors. For example, in many RMBS transactions, at the point credit support is depleted (i.e. the principal balance of the subordinate bonds is reduced to zero), payment allocations to the remaining senior bonds shift from a sequential payment priority to a pro rata payment priority. In many cases, the transaction documents require such shift to occur on and after the month in which credit support is depleted and in other transactions the shift occurs after the month in which credit support is depleted. Model Program Errors occurred when some Model Programs shifted payment allocations from sequential to pro rata in the wrong month inconsistent with the applicable transaction documents. In addition, with respect to transaction documents which direct the payment priority shift on and after credit support depletion, Model Program Errors occurred because proper effect was not given to the word on. There is an order of operations in every waterfall that directs payments to bonds first and allocations of losses to bonds second. Because credit support depletion most often occurs from the allocation of losses to subordinate bonds, this order of operation (i.e. payments first; losses second) would have to be reversed to make a payment priority shift on the credit support depletion date. Model Program Errors occurred when the order of operations was not reversed in this manner. |
3 | While there were also some Identified Payment Errors on CMBS and ABS transactions in the Platform, Schedule B to the 2012 Assessment says [T]he identified Payment Errors and Reporting Errors that led to Managements determination that material instances of noncompliance with respect to the Platform had occurred was limited to certain RMBS transactions in the Platform. There were no identified Payment Errors or Reporting Errors for non-RMBS transactions in the Platform which contributed to Managements determination that there were material instances of noncompliance for the Platform. Accordingly, the statistics provided in this response relating to Identified Payment Errors and Identified Reporting Errors are limited to RMBS transactions in the Platform. |
4 | Because it would be impractical to provide a detailed explanation of each of the 84 Identified Payment Errors, Wells Fargo has endeavored in its responses to questions 5, 6 and 7 to provide meaningful examples of the Identified Payment Errors and Identified Reporting Errors. The examples are illustrative but not representative of every individual error or error type. |
For the 2012 Reporting Period, there were 148 Identified Reporting Errors on RMBS transactions5.
| 84 of the 148 Identified Reporting Errors resulted from the 84 Identified Payment Errors. Inaccurate payments led to inaccurate reporting. |
| 64 of the 148 Identified Reporting Errors were unrelated to the Identified Payment Errors. |
| 36 of the 64 Identified Reporting Errors resulted from inaccurate/incomplete bond reporting. Some examples of these 36 Identified Reporting Errors include inaccurate reporting variables related to investor payments, incorrect tranche balance reporting and incorrect trigger reporting. |
| 28 of the 64 Identified Reporting Errors resulted from inaccurate/incomplete mortgage loan reporting. Some examples of these 28 Identified Reporting Errors include incorrect information on the collateral statement portion of the investor report, inaccurate delinquency reporting and inaccurate loan level performance reporting. |
| what you mean by unprecedented levels of collateral degradation and why that would have any effect on the calculation of the waterfall; and |
Response: Unprecedented levels of collateral degradation refers to the significant decrease in mortgage loan performance experienced by RMBS transactions generally over the past several years. The significant decrease in loan performance is evidenced by the fact that over 50 percent of the RMBS transactions in Wells Fargos Platform have reached credit support depletion. This is a significant event because waterfall payment priorities for the senior bonds typically change at that point.
One reason why high levels of RMBS mortgage loan performance degradation affect waterfall calculations is because such degradation contributes to Model Input Errors. One example of such Model Input Errors relates to the extensive level of mortgage loan delinquencies and the resulting extensive levels of servicer advancing. High levels of advancing lead to both high advance recoveries by servicers in single distribution periods and increased servicer stop advance decisions.6 These phenomena require manual processing which can result in Model Input Errors.
The high level of RMBS mortgage loan performance degradation has also contributed to Model Program Errors. The extensive collateral losses in RMBS transactions have triggered waterfall scenarios that were considered unlikely to occur at the inception of the transactions (if they were considered at all) and were not as clearly detailed as other provisions in the transaction agreements that direct waterfall calculations and distributions. At Model creation, those waterfall scenarios were not forecasted to reach the levels of underperformance that RMBS mortgage loans have experienced. Because of such lack of forecasting and the absence of benchmark data7 for such scenarios from the underwriters/sponsors of the transactions or other sources, Wells Fargo was unable to test and validate such waterfall scenarios. As a result, Model Program Errors occurred.
| what you mean by adapted over time. |
Response: Adapted over time refers to the fact that Model Programs and Model Inputs and the processes related to Model Programs and Model Inputs are, over the life of a transaction, constantly being adjusted in an effort to ensure accurate payments. Continual adjustments are required because the transactions and securities to which the Models relate are very complex and the technology and processes related to Model Programs and Model Inputs are equally complex. The level of adjustment needed for Model Programs, Model Inputs, and related processes increased as mortgage loan performance degradation increased.
6. We note reference to Payment Errors and Reporting Errors. With a view towards disclosure, please explain whether these are the same type of Payment Errors and Reporting Errors that were described in Wells Fargos assessment of compliance for 2011 that you further described in a response to us on December 31, 2012. In that response letter, Wells Fargo confirmed the correction and resolution of modeling errors and that indicated that adjustments to payments were made in 2012. If these are not the same type of errors as those that occurred in 2011, please state so. In either case, with a view towards disclosure, please explain:
5 | See footnote 1. |
6 | A stop advance decision is made by a servicer when, with respect to any advance made in the past or any proposed future advance, it determines that such advances will not be recoverable from collections on the loan or from liquidation proceeds. |
7 | There were principally two types of benchmark data used: decrement tables and underwriter/sponsor cash flow projections. The decrement tables in offering documents generally only projected out at pricing speeds with zero loss assumptions. Reconciling Models with those decrement tables based on those assumptions would not have exposed the stresses on the Model Programs resulting from the significant mortgage loan performance degradation in recent years. In addition, cash flow projections received from the underwriters/sponsors at the time of deal issuance were projected at minimal losses which were not severe enough to expose the stresses on the Model Programs resulting from the significant collateral degradation in recent years. |
General Response: The Identified Payment Errors and the Identified Reporting Errors were generally similar in type to the payment and reporting errors that led to the determination that there was a material instance of noncompliance for the 2011 assessment of compliance. However, the transactions on which the errors occurred and the exact circumstances and details giving rise to the Identified Payment Errors and Identified Reporting Errors in 2012 were different than 2011. The correction of the 2011 identified payment errors and reporting errors was specific to the Models for the affected transactions and such corrections do not preclude the possibility that a similar type of error would occur on a different transaction with a different Model in 2012.
Examples of Model Program Errors that occurred similarly in both years involve (i) post-credit support depletion loss allocation methodology and payment priority rules (e.g., pro rata versus sequential), and (ii) the calculation of group-directed cash flows, interest calculation elements (rate, accrual day logic, etc.), and pre-credit support depletion loss allocation.
Examples of Model Input Errors that occurred similarly in both years involve (i) improper coding of cash adjustments and using incorrect prior month data, (ii) loan modification inputs related to capitalization of delinquent amounts and the recovery of advances related thereto and modified interest rates in certain transaction structures, and (iii) cash adjustments related to servicer advance reimbursements that caused errors in certain calculations (e.g., the net weighted average coupon rate calculations).
Comparing the Identified Reporting Errors to the identified reporting errors in 2011, a substantial number in each year were caused by the payment errors (i.e., reporting an incorrect payment). There were other reporting errors in both years that related to missing and incorrect bond information and missing and incorrect mortgage loan information.
| whether the payment errors resulted in overpayments or underpayments to investors; |
Response: In most cases, the Identified Payment Errors were a combination of overpayments to one or more classes of investors or transaction parties and corresponding underpayments to one or more other classes of investors or other transaction parties. Therefore, most of the Identified Payment Errors consisted of overpayments and underpayments that netted to zero because all the cash that was received from a transaction party in a payment cycle was distributed to investors or other transaction parties on the related payment date8.
| the types of reporting errors that occurred and how they related to the payment errors; |
Response: 84 of the 148 Identified Reporting Errors were caused by the Identified Payment Errors in that the incorrect payment led to incorrect reporting. Since the Identified Payment Errors were calculated incorrectly, the payments were reported incorrectly. The remaining 64 of the 148 Identified Reporting Errors were not caused by the Identified Payment Errors. Those 64 Identified Reporting Errors consisted of missing or inaccurate information related to various bond reporting and mortgage loan reporting elements.
| whether investors whose payments were impacted were notified of the errors and, if so, how they were notified; |
Response: Investors received notice of the Identified Payment Errors by means of the posting to Wells Fargos website of corrected payment date statements. Investors received notice of Investor Reporting Errors by either a revised statement in connection with a restatement9 of the affected distributions or by correcting the reporting error on the next payment date statement.
8 | While most Identified Payment Errors netted to zero, a small number of the Identified Payment Errors did not net to zero. Identified Payment Errors that did not net to zero occurred when, inadvertently, either (i) less than 100 percent the cash that was received from a transaction party (such as a servicer) in a payment cycle was distributed to investors or other transaction parties on the related payment date leaving cash in the transactions distribution account or (ii) an amount greater than 100 percent of the cash that was received from a transaction party (such as a servicer) in a payment cycle was distributed to investors or other transaction parties on the related payment date causing an overdraft of the transactions distribution account. The scenario described in clause (i) explains the majority of circumstances where overpayments and underpayments did not net to zero. |
9 | As used in this response, the term restatement and the phrase restating affected distribution periods means the correction of an overpayment or underpayment experienced by a class of book-entry securities by (i) submitting a revised payment date statement for each affected distribution period to the Depository Trust Company (DTC) by which the DTC adjusts the accounts of the overpaid and underpaid classes, and (ii) the posting of such revised payment date statement to Wells Fargos website. In accordance with its current policy, the DTC revises up to twelve months of affected distributions. On a limited number of occasions when the affected distribution periods extended beyond such twelve month time frame, Wells Fargo included adjustments for the additional distribution periods in the restatement of the twelve distribution periods and notified investors of this fact on the revised payment date statements. The process is similar for physical securities except that Wells Fargo interacts directly with affected holders as opposed to interacting with the DTC. |
| whether any underpayments were paid or will be paid to investors and, if so, when the payments were made or will be made; and |
Response: With one exception10, Identified Payment Errors that resulted in underpayments to investors were rectified by means of restating affected distribution periods. The restatements occurred between February 1, 2012 and March 1, 2013.
| whether any future payments were adjusted to account for overpayments. |
Response: With one exception described in footnote 8, Identified Payment Errors that resulted in overpayments to investors were rectified by restating the affected distribution periods. Except with respect to one Identified Payment Error on one transaction unrelated to the transactions to which the Comment Letter relates, no future payments were adjusted in connection with overpayment errors. In that one case, distributions to one class of certificates were adjusted over three distribution dates and such adjustment was disclosed on the respective distribution date statements.
7. While we note that Wells Fargo further states that [a]ppropriate actions have been taken or are in the process of being taken to remediate the identified errors and adjustments have been or will be made to the waterfall calculations and other operational processes and quality control measures applied to the RMBS transactions in the Platform to minimize the risk of future payment and reporting errors. This disclosure, however, does not provide any indication as to the nature and scope of the failures, or the impact of the identified material instances of noncompliance. We believe a more granular discussion is necessary to understand how these steps have addressed the identified material instances of noncompliance. With a view towards disclosure, please explain:
| the specific actions that have been taken or are in the process of being taken to remediate the identified payment errors and reporting errors; |
Response: Except as discussed in footnote 8, Wells Fargo has remediated all of the 84 Identified Payment Errors through restatements of the affected distribution periods. The restatements occurred between February 1, 2012 and March 1, 2013. Wells Fargo has remediated all 148 Identified Reporting Errors by either issuing a revised statement in connection with a restatement of the affected payments or by ensuring that the reporting element in question was correctly reported on the next payment date statement.
| the specific adjustments that have been or will be made to the waterfall calculations and other operational processes and quality control measures applied to the RMBS transactions in the platform; and |
Response: Wells Fargo has determined to address not only the specific errors that led to the determination of material instances of non-compliance on the RMBS component of its Platform, but also to take proactive measures to identify other problems with its Models that could cause payment or reporting errors. Accordingly, Wells Fargo has undertaken an expansive project to identify, rectify and prevent problems with its Models and the individual transactions that exhibited these problems. Wells Fargo is in the early stages of this project. Due to the size of the RMBS component of its Platform, this is a long term, intensive project involving significant internal and external resources. In conjunction with other steps taken, Wells Fargo believes that this initiative will result in ongoing improvements to its payment and reporting processes.
| any other steps that Wells Fargo has undertaken or will undertake to ensure that similar errors do not occur in the future. |
Response: Throughout 2012 and 2013, Wells Fargo has adopted numerous other initiatives in an effort to add rigor to its operational processes and quality control measures. The initiatives relate to both preventing Model Errors and identifying and correcting Model Errors. Examples of measures to prevent Model Errors include, among other things, enhancements to its (i) new Model creation procedures, (ii) procedures for pre-closing review of waterfall language in transaction documents, and (iii) procedures for pre-payment date testing of transaction level payment calculations and reporting elements. Examples of measures to identify and correct Model Errors include, among other things, (a) enhanced procedures relating to Model revisions, (b) the creation of a team charged with conducting a careful analysis of every Model Error to determine if any additional controls are necessary to prevent the errors from re-occurring, and (c) the creation of a team to proactively perform Model Program corrections to prevent future Model Errors. Wells Fargo has hired over two dozen additional staff and reorganized various teams to more effectively manage the above-mentioned operational processes and quality control measures.
Material Instance of Noncompliance by any Vendor
NONE
Material Deficiencies in Companys Policies and Procedures to Monitor Vendors Compliance
NONE
10 | There is one underpayment of $4992.92 (and a corresponding overpayment of the same amount) from March 2012 which has not been remedied. The underpayment did not occur on any transaction to which the Commissions Comment Letter directly relates. Wells Fargo is in the process of determining an appropriate course of action with regard to this underpayment. |
Appendix A to the Companys Assessment of Compliance with the Applicable Servicing Criteria
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A-2
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A-31
Appendix B to the Companys Assessment of Compliance with the Applicable Servicing Criteria
The Company has amended its assessment of compliance dated February 28, 2013 to include certain previously omitted transactions in its Platform.
The Assessment herein has been corrected to reflect the inclusion of certain previously omitted transactions in the Platform. Based on the definition of the Platform, such previously omitted transactions and securities have been identified by management as part of the Platform. The assessment herein includes the listing of the transactions and securities in Appendix A which were subject to the Companys assessment that it complied in all material respects with the Applicable Servicing Criteria, except as described on Schedule A and B. The previously omitted transactions have been identified in Appendix A.
Exhibit 34.1
|
Deloitte & Touche LLP Suite 1600 2200 Ross Ave Dallas, TX 75201 USA www.deloitte.com |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Shareholder
AmeriCredit Financial Services Inc.
Fort Worth, Texas
We have examined managements assertion, included in the accompanying Managements Report on Assessment of Compliance with SEC Regulation AB Servicing Criteria, that AmeriCredit Financial Services Inc. (the Company) (or AFSI) complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commissions Regulation AB for publicly issued auto loan asset-backed securities transactions issued from March 2, 2006 to December 31, 2012 for which the Company acted as servicer involving auto loans (the Platform) as of and for the year ended December 31, 2012, excluding criteria 1122(d)(1)(ii), 1122(d)(1)(iv), 1122(d)(2)(iii), 1122(d)(2)(vi), 1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii) and 1122(d)(4)(xiii), which management has determined are not applicable to the activities performed by the Company with respect to the Platform. Appendix A to managements assertion identifies the individual asset-backed transactions defined by management as constituting the Platform. Management is responsible for the Companys compliance with the servicing criteria. Our responsibility is to express an opinion on managements assertion about the Companys compliance with the servicing criteria based on our examination.
Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants, as adopted by the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Companys compliance with the applicable servicing criteria, including tests on a sample basis of the servicing activities related to the Platform, determining whether the Company 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 Company during the period covered by this report and, accordingly, such samples may not have included servicing activities related to each specific 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 Company during the period covered by this report. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Companys compliance with the servicing criteria.
Member of | ||||||
Deloitte Touche | ||||||
Tohmatsu |
As described in managements assertion, for servicing criteria 1122(d) (2)(i), the Company has engaged various vendors to perform certain activities required by this servicing criteria. The Company has determined that the vendors are not considered a servicer 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 these vendors as permitted by Interpretation 17.06 of the SEC Division of Corporation Finance Manual of Publicly Available Telephone Interpretations (Interpretation 17.06). As permitted by Interpretation 17.06, the Company has asserted that it has policies and procedures in place designed to provide reasonable assurance that each vendors activities comply in all material respects with the servicing criteria applicable to the vendors. The Company is solely responsible for determining that 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 Companys determination of its eligibility to use Interpretation 17.06.
In our opinion, managements assertion that the Company complied with the aforementioned applicable servicing criteria as of and for the year ended December 31, 2012 for the Platform is fairly stated, in all material respects.
Dallas, Texas
March 22, 2013
Exhibit 34.2
![]() |
KPMG LLP | |||
Aon Center Suite 5500 200 East Randolph Drive Chicago, IL 60601-6436 |
Report of Independent Registered Public Accounting Firm
The Board of Directors
The Corporate Trust Services division of Wells Fargo Bank, National Association:
We have examined the Corporate Trust Services division of Wells Fargo Bank, National Associations (the Company) compliance with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commissions Regulation AB for publicly-issued (i.e., transaction-level reporting initially required under the Securities Exchange Act of 1934, as amended) and certain privately-issued (i.e., for which transaction-level reporting is required pursuant to contractual obligation) residential mortgage-backed securities, commercial mortgage-backed securities and other asset-backed securities for which the Company provides master servicing, trustee, securities administration and/or paying agent services, excluding any such securities issued by an agency or instrumentality of the U.S. government (other than the Federal Deposit Insurance Corporation) or any government sponsored entity, and further excluding the transactions issued prior to 2006 for which Wells Fargo outsources all material servicing activities (as defined by Regulation AB) (the Platform), except for servicing criteria 1122(d)(4)(ii), 1122(d)(4)(iv), 1122(d)(4)(v), 1122(d)(4)(viii), 1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii) and 1122(d)(4)(xiii), which the Company has determined are not applicable to the activities it performs with respect to the Platform, as of and for the twelve months ended December 31, 2012. Management is responsible for the Companys compliance with the servicing criteria. Our responsibility is to express an opinion on the Companys compliance based on our examination. Appendix A to the Assessment of Compliance with the Applicable Servicing Criteria identifies the individual transactions and securities defined by management as constituting the Platform.
Our examination was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Companys compliance with the servicing criteria specified above and performing such other procedures as we considered necessary in the circumstances. Our examination included testing selected asset-backed transactions and securities that comprise the Platform, testing 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 servicing criteria. Furthermore, 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 determine whether errors may have occurred either 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 for the selected transactions or any other transactions. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Companys compliance with the servicing criteria.
KPMG LLP is a Delaware limited liability partnership, | ||||
the U.S. member firm of KPMG International Cooperative | ||||
(KPMG International), a Swiss entity. |
As described in managements Assessment of Compliance With the Applicable Servicing Criteria, for servicing criterion 1122(d)(4)(i), the Company has engaged a vendor to perform the activities required by this servicing criterion. The Company has determined that this vendor is not considered a servicer as defined in Item 1101(j) of Regulation AB, and the Company has elected to take responsibility for assessing compliance with the servicing criterion applicable to this vendor as permitted by Interpretation 17.06 of the SEC Division of Corporation Finance Manual of Publicly Available Telephone Interpretations (Interpretation 17.06). As permitted by Interpretation 17.06, 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 criterion applicable to the vendor. The Company is solely responsible for determining that it meets the SEC requirements to apply Interpretation 17.06 for the vendor and related criterion as described in managements Assessment of Compliance With the Applicable Servicing Criteria, and we performed no procedures with respect to the Companys eligibility to apply Interpretation 17.06.
Our examination disclosed the following material noncompliance with servicing criteria 1122(d)(3)(i)(B) and 1122(d)(3)(ii), as applicable to the Company during the twelve months ended December 31, 2012:
| With respect to servicing criterion 1122(d)(3)(i)(B), certain reports to investors did not provide information calculated in accordance with the terms specified in the transaction agreements. |
| With respect to servicing criterion 1122(d)(3)(ii), certain amounts due to investors were not allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements. |
As discussed in Appendix B to the Companys Assessment of Compliance with the Applicable Servicing Criteria, the Company has amended its assessment of compliance to include certain previously omitted transactions in its Platform. Accordingly, this report supersedes our report previously issued and dated February 28, 2013.
In our opinion, except for the material noncompliance described above, the Company complied with the aforementioned servicing criteria, including servicing criterion 1122(d)(4)(i) for which compliance is determined based on Interpretation 17.06 as described above, as of and for the twelve months ended December 31, 2012, in all material respects.
We do not express an opinion or any form of assurance on Managements Discussion on Material Instances of Noncompliance by the Company included in Schedule B of the Companys Assessment of Compliance with the Applicable Servicing Criteria.
/s/ KPMG LLP
Chicago, Illinois
December 20, 2013
Exhibit 35.1
Servicer Compliance Statement of AmeriCredit Financial Services, Inc.
This Annual Statement as to Compliance is delivered to you pursuant to Section 4.10 (a) of the Sale and Servicing Agreement dated as of June 6, 2012 (the Agreement) and Item 1123 of Regulation AB, executed in connection with the formation of AmeriCredit Automobile Receivables Trust 2012-3 (the Trust), the issuance of the Notes by the Trust and the closing of the transactions and the execution and delivery of the various documents by General Motors Financial Company, Inc. (f/k/a AmeriCredit Corp.), AmeriCredit Financial Services, Inc. (the Servicer) and AFS SenSub Corp. in connection therewith. The capitalized terms used herein shall have the same meanings as in the Agreement.
The undersigned certifies that I am the Executive Vice President, Accounting Corporate Controller of the Servicer. I further certify as follows:
1. | I have conducted, or caused to be conducted under my supervision, a review of the Servicer during the preceding period from June 6, 2012 through December 31, 2012, and its performance under the Agreement. |
2. | To the best of my knowledge, following such review, the Servicer has fulfilled all its obligations under the Agreement throughout such period, and, to the best of my knowledge, there has been no default in the fulfillment of any such obligation. |
AmeriCredit Financial Services, Inc. | ||||||
By: | /s/ Connie Coffey |
Dated: March 26, 2013 | ||||
Connie Coffey Executive Vice President, |
||||||
Accounting Corporate Controller |
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