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Ernst & Young LLP

One Manhattan West

New York, NY  10001

 

Tel: +1 212 773 3000

Fax: +1 212 773 6350

ey.com

 

Ernst & Young LLP

One Manhattan West

New York, NY  10001

 

Tel: +1 212 773 3000

Fax: +1 212 773 6350

ey.com

 

 

 

 

 



Report of Independent Accountants on Applying Agreed-Upon Procedures





Bluegreen Vacations Corporation

4960 Conference Way, North Suite 100

Boca Raton, Florida 33431

1 April 2022





Re:BXG Receivables Note Trust 2022-A (the “Issuer”)

Timeshare Loan-Backed Notes, Series 2022-A (the “Notes”)

Sample Loan Agreed-Upon Procedures





We have performed the procedures enumerated in Attachment A, which were agreed to and acknowledged as appropriate by Bluegreen Vacations Corporation (“Bluegreen”) and KeyBanc Capital Markets Inc. (“KeyBanc,” together with Bluegreen, the “Specified Parties”), for the intended purpose of assisting the Specified Parties in evaluating the accuracy of certain information with respect to a pool of timeshare loans (the “Loans”) relating to the Issuer’s securitization transaction.  This report may not be suitable for any other purpose.  The procedures performed may not address all of the items of interest to a user of the report and may not meet the needs of all users of the report and, as such, users are responsible for determining whether the procedures performed are appropriate for their purposes.  The appropriateness of these procedures is solely the responsibility of the Specified Parties identified in this report.  No other party acknowledged the appropriateness of the procedures.  Consequently, we make no representation regarding the appropriateness of the procedures described in Attachment A, either for the purpose for which this report has been requested or for any other purpose.



The procedures performed and our associated findings are included in Attachment A.


 

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For the purpose of the procedures described in this report, Bluegreen provided us with:

a.

An electronic data file labeled “2-15-22 Collateral Pool (EY review).xlsx” and the corresponding record layout and decode information, as applicable (the “Preliminary Data File”), that Bluegreen indicated contains information relating to certain timeshare loans (the “Preliminary Loans”) as of 15 February 2022 (the “Preliminary Cut-Off Date”) that are expected to be representative of the Loans,

b.

Imaged copies of:

i.

The promissory note or other related documents (collectively and as applicable, the “Promissory Note”),

ii.

The purchase agreement or other related documents (collectively and as applicable, the “Purchase Agreement”),

iii.

Certain printed screen shots from loan servicing and accounting management system (the “LSAMS Screen Shots”),

iv.

The revision of terms or other related documents, as applicable (the “Revision of Terms”), and

v.

The extension agreement, as applicable (the “Extension Agreement,” together with the Promissory Note, Purchase Agreement, LSAMS Screen Shots and Revision of Terms, the “Source Documents”),

that Bluegreen indicated relate to each Sample Loan (as defined in Attachment A),

c.

The list of relevant characteristics (the “Sample Characteristics”) on the Preliminary Data File, which is shown on Exhibit 1 to Attachment A, and

d.

Instructions, assumptions and methodologies, which are described in Attachment A.



For the purpose of the procedures described in this report, certain information contained on the Preliminary Data File is the “Subject Matter” as of the date of this report.



The procedures included in Attachment A were limited to comparing or recalculating certain information that is further described in Attachment A.  Bluegreen is responsible for the Subject Matter, Preliminary Data File, Source Documents, Sample Characteristics and the determination of the instructions, assumptions and methodologies that are described herein.  We were not requested to perform, and we have not performed, any procedures other than those listed in Attachment A.  We have not verified, and we make no representation as to, the accuracy, completeness or reasonableness of the Source Documents or any other information provided to us, or that we were instructed to obtain, as applicable, by Bluegreen upon which we relied in forming our findings.  Accordingly, we make no representation and express no opinion or conclusion as to (a) the existence of the Preliminary Loans or Loans, (b) questions of legal or tax interpretation or (c) the appropriateness, accuracy, completeness or reasonableness of any instructions, assumptions and methodologies provided to us by Bluegreen that are described in this report.  We undertake no responsibility to update this report for events and circumstances occurring after the date hereof.


 

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This agreed-upon procedures engagement was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants (the “AICPA”).  An agreed-upon procedures engagement involves the practitioner performing specific procedures that the Specified Parties have agreed to and acknowledged to be appropriate for the purpose of the engagement and reporting on findings based on the procedures performed.  We were not engaged to, and did not, conduct an examination to express an opinion or a review to express a conclusion in accordance with attestation standards established by the AICPA on any of the items referred to herein.  Accordingly, we do not express such an opinion or conclusion.  Had we performed additional procedures, other matters might have come to our attention that would have been reported to you.



The agreed-upon procedures described in this report were not performed for the purpose of:

a.

Satisfying any criteria for due diligence published by a nationally recognized statistical rating organization (a “rating agency”) or

b.

Making any findings with respect to:

i.

Whether the origination of the Loans conformed to, or deviated from, stated underwriting or credit extension guidelines, standards, criteria, or other requirements,

ii.

The value of the collateral securing the Loans,

iii.

Whether the originator(s) of the Loans complied with federal, state or local laws or regulations or

iv.

Any other factor or characteristic of the Loans that would be material to the likelihood that the issuer of the Notes will pay interest and principal in accordance with applicable terms and conditions.



We are required to be independent of Bluegreen and to meet our other ethical responsibilities, as applicable for agreed-upon procedures engagements set forth in the Preface: Applicable to All Members and Part 1 – Members in Public Practice of the Code of Professional Conduct established by the AICPA.  Independence requirements for agreed-upon procedure engagements are less restrictive than independence requirements for audit and other attestation services.



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



/s/ Ernst & Young LLP



1 April 2022



 


 

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Attachment A

 

 

 

Procedures performed and our associated findings



1.

As instructed by Bluegreen we randomly selected a sample of 140 Preliminary Loans from the Preliminary Data File (the “Sample Loans”).  For the purpose of this procedure, Bluegreen did not inform us as to the basis for how they determined the number of Sample Loans or the methodology they instructed us to use to select the Sample Loans from the Preliminary Data File.



For the purpose of the procedures described in this report, the 140 Sample Loans are referred to as Sample Loan Numbers 1 through 140.



2.

For each Sample Loan, we compared the Sample Characteristics listed on Exhibit 1 to Attachment A, as shown on the Preliminary Data File, to the corresponding information located in, or to the corresponding information we recalculated using information located in, the Source Documents, subject to the instructions, assumptions and methodologies provided by Bluegreen described in the notes to Exhibit 1 to Attachment A  and the succeeding paragraph(s) of this Item.  All such compared information was found to be in agreement.



The Source Document(s) that we were instructed by Bluegreen to use for each Sample Characteristic are indicated on Exhibit 1 to Attachment A.  Unless otherwise indicated in the notes to Exhibit 1 to Attachment A, where more than one Source Document is listed for a Sample Characteristic, Bluegreen instructed us to note agreement if the value on the Preliminary Data File for such Sample Characteristic agreed with the corresponding information on at least one of the Source Documents for such Sample Characteristic on Exhibit 1 to Attachment A.  We performed no procedures to reconcile any differences that may exist between various Source Documents for any of the Sample Characteristics listed on Exhibit 1 to Attachment A.





 


 

 

Exhibit 1 to Attachment A

Page 1 of 3

 

 

Sample Characteristics and Source Documents





Sample Characteristic

Preliminary

Data File Field Name

 

Source Document(s)

 

Note(s)



 

 

 

Loan number

Loan #

Promissory Note, Purchase Agreement or LSAMS Screen Shots

i.

Original principal balance

Orig Note

Promissory Note or Purchase Agreement

 

Current principal balance

Cur Prin

LSAMS Screen Shots

ii.

Remaining term

Rem Term

LSAMS Screen Shots and recalculation

ii., iii.

Coupon rate

Int Rate

(a)

Promissory Note or Purchase Agreement or

(b)

Revision of Terms

iv.

Obligor state

Cust State

(a)

Purchase Agreement or Promissory Note or

(b)

LSAMS Screen Shots

v., vi.

Obligor country

Owner Cntyr

Purchase Agreement or Promissory Note

vi.

Resort name

Resort

Promissory Note or Purchase Agreement

vi., vii.

Original term

Orig Term

Promissory Note or Purchase Agreement

 

Days delinquent

Days Delq

LSAMS Screen Shots and recalculation

ii., viii.

FICO score

Credit

LSAMS Screen Shots

ix.

Origination date

Orig Date

Promissory Note or Purchase Agreement

 

Purchase price

Purch Price

Purchase Agreement

x.

Extension

Extn Date

Extension Agreement

xi.




 

 

Exhibit 1 to Attachment A

Page 2 of 3

 

 

Notes:



i.

For identification purposes only.



ii.

Bluegreen indicated that certain of the LSAMS Screen Shots contained account activity that occurred after the Preliminary Cut-Off Date.  For the purpose of comparing the indicated Sample Characteristics for each Sample Loan, Bluegreen instructed us to only consider account activity shown in the LSAMS Screen Shots that occurred on or prior to the Preliminary Cut-Off Date.



iii.

For the purpose of comparing the remaining term Sample Characteristic for each Sample Loan, Bluegreen instructed us to recalculate the remaining term by:

a.

Calculating the number of days (assuming a 360-day year) between the:

i.

Next due date (“Next Due”), as shown in the LSAMS Screen Shots, and

ii.

Maturity date (“Mat Date”), as shown on the Preliminary Data File,

b.

Dividing the result obtained above by 30,

c.

Adding one to the result obtained above and

d.

Rounding the result obtained above to the nearest integer

(and in accordance with any other applicable note(s)).



iv.

For the purpose of comparing the coupon rate Sample Characteristic for each Sample Loan (except for Sample Loan Numbers 46, 57, 80, 123 and 131), Bluegreen instructed us to use the Promissory Note or Purchase Agreement, as applicable, as the Source Document.



For the purpose of comparing the coupon rate Sample Characteristic for Sample Loan Numbers 46, 57, 80, 123 and 131, Bluegreen instructed us to use the LSAMS Screen Shots as the Source Document.



v.

For the purpose of comparing the obligor state Sample Characteristic for each Sample Loan (except for Sample Loan Numbers 31 and 69), Bluegreen instructed us to use the Purchase Agreement or Promissory Note, as applicable, as the Source Document (and in accordance with any other applicable note(s)).



For the purpose of comparing the obligor state Sample Characteristic for Sample Loan Numbers 31 and 69, Bluegreen instructed us to use the LSAMS Screen Shots as the Source Document.



vi.

For the purpose of comparing the indicated Sample Characteristics for each Sample Loan, Bluegreen instructed us to ignore differences due to abbreviation, truncation or spelling errors (and in accordance with any other applicable note(s)).



vii.

For the purpose of comparing the resort name Sample Characteristic for each Sample Loan, Bluegreen instructed us to note agreement with a resort name value of “Grande Villas at World Golf Village,” as shown on the Preliminary Data File, if the corresponding resort name value, as shown in the applicable


 

 

Exhibit 1 to Attachment A

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Source Document, was “The Resort at World Golf Village” (and in accordance with any other applicable note(s)).


 

 

Exhibit 1 to Attachment A

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Notes:  (continued)



viii.

For the purpose of comparing the days delinquent Sample Characteristic for each Sample Loan, Bluegreen instructed us to recalculate the days delinquent as the maximum of:

a.

The result of the difference in days between the:

i.

Preliminary Cut-Off Date and

ii.

Next due date (“Next Due”), as shown in the LSAMS Screen Shots,  

and

b.

Zero

(and in accordance with any other applicable note(s)).



ix.

For the purpose of comparing the FICO score Sample Characteristic for each Sample Loan (except for the Sample Loans described in the succeeding paragraph(s) of this note), Bluegreen instructed us to use the highest FICO score, all as shown in the LSAMS Screen Shots.  We performed no procedures to reconcile any differences that may exist relating to the information shown in the LSAMS Screen Shots.



Bluegreen instructed us not to compare the FICO score Sample Characteristic for any Sample Loan with a FICO score value of “0,” as shown on the Preliminary Data File.



x.

For the purpose of comparing the purchase price Sample Characteristic for each Sample Loan, Bluegreen instructed us to compare the purchase price, as shown on the Preliminary Data File, to the purchase price, as shown in the Purchase Agreement, truncated to the nearest integer.



xi.

Bluegreen instructed us not to compare the extension Sample Characteristic for any Sample Loan with an extension value of <blank>, as shown on the Preliminary Data File.



We performed no procedures to determine the accuracy, completeness or reasonableness of the instructions, assumptions and methodologies provided by Bluegreen described in the notes above.