EX-99.1 2 a21-31313_1ex99d1.htm EX-99.1

Exhibit 99.1

 

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

 

 

Marriott Ownership Resorts, Inc.

9002 San Marco Court

Orlando, Florida 32819

28 October 2021

 

 

Re:         MVW 2021-2 LLC (the “Issuer”)

Timeshare Loan-Backed Notes, Series 2021-2 (the “Notes”)

Sample Timeshare Loan Agreed-Upon Procedures

 

 

We have performed the procedures enumerated in Attachment A, which were agreed to and acknowledged as appropriate by Marriott Ownership Resorts, Inc. (“MORI”), Wells Fargo Securities, LLC (“Wells Fargo Securities” or the “Structuring Agent”), Credit Suisse Securities (USA) LLC (“Credit Suisse”) and BofA Securities, Inc. (“BofA Securities,” together with MORI, Wells Fargo Securities and Credit Suisse, 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 interest loans corresponding to Marriott Vacation Club (the “MVC Timeshare Loans”), the Asia Pacific region (the “MVC (Asia) Timeshare Loans”), Vistana Signature Experiences (the “VSE Timeshare Loans”), Hyatt Vacation Ownership (the “HVO Timeshare Loans”) and Welk Resort Group, Inc. (the “Welk Timeshare Loans,” together with the MVC Timeshare Loans, MVC (Asia) Time Share Loans, VSE Timeshare Loans and HVO Timeshare Loans, the “Timeshare 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.

 


 

Page 2 of 6

 

 

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

a.         An electronic data files labeled “2021-2 AUP MVW sample selection data tape as of 8.31.21_EY copy.xlsx” and the corresponding record layout and decode information, as applicable (the “Sample Data File”), containing tabs:

i.          Labeled “MVC Sample” that MORI indicated contains information relating to 114 timeshare interest loans corresponding to Marriott Vacation Club (the “MVC Sample Timeshare Loans”),

ii.         Labeled “MVC Asia Sample” that MORI indicated contains information relating to 42 timeshare interest loans corresponding to the Asia Pacific region (the “MVC (Asia) Sample Timeshare Loans”),

iii.        Labeled “VSE Sample” that MORI indicated contains information relating to 66 timeshare interest loans corresponding to Vistana Signature Experiences (the “VSE Sample Timeshare Loans”),

iv.        Labeled “HVO Sample” that MORI indicated contains information relating to eight timeshare interest loans corresponding to Hyatt Vacation Ownership (the “HVO Sample Timeshare Loans”) and

v.         Labeled “Welk Sample” that MORI indicated contains information relating to 20 timeshare interest loans corresponding to Welk Resort Group, Inc. (the “Welk Sample Timeshare Loans,” together with the MVC Sample Timeshare Loans, MVC (Asia) Sample Timeshare Loans, VSE Sample Timeshare Loans and HVO Sample Timeshare Loans, the “Sample Timeshare Loans”)

as of 31 August 2021 (the “Preliminary Cut-Off Date”),

b.         Imaged copies of:

i.          The promissory note, lost note affidavit or other related documents (collectively and as applicable, the “MVC Note”),

ii.         The deed of trust (the “MVC Deed of Trust”),

iii.        The mortgage (the “MVC Mortgage”),

iv.        The note and mortgage modification (the “MVC Modification”),

v.         The contract for purchase, purchase agreement or other related documents (collectively and as applicable, the “MVC Contract for Purchase”),

vi.        The contract addendum (the “MVC Contract Addendum”),

vii.       The credit report (the “MVC Credit Report”),

viii.      The HUD-1 uniform settlement statement (the “MVC HUD-1”),

ix.        The summary of closing costs disbursement records, closing disclosure or other related documents (collectively and as applicable, the “MVC Closing Disclosure”) and

x.         Certain screen shots from MORI’s servicing system (the “MortgageServ System Screen Shots,” together with the MVC Note, MVC Deed of Trust, MVC Mortgage, MVC Modification, MVC Contract for Purchase, MVC Contract Addendum, MVC Credit Report, MVC HUD-1 and MVC Closing Disclosure, the “MVC Source Documents”),

as applicable, that MORI indicated relate to each MVC Sample Timeshare Loan,

 


 

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c.         Imaged copies of:

i.          The installment payment agreement, payment date confirmation notice or other related documents (collectively and as applicable, the “MVC (Asia) Payment Agreement”),

ii.         The ready to close checklist or other related documents (collectively and as applicable, the “MVC (Asia) Ready to Close Checklist”),

iii.        The Marriott Vacation Club, Asia Pacific membership application, amendment to membership application or other related documents (collectively and as applicable, the “MVC (Asia) Membership Application”) and

iv.        Certain screen shots from MORI’s servicing system (the “MVC (Asia) System Screen Shots,” together with the MVC (Asia) Payment Agreement, MVC (Asia) Ready to Close Checklist and MVC (Asia) Membership Application, the “MVC (Asia) Source Documents”),

as applicable, that MORI indicated relate to each MVC (Asia) Sample Timeshare Loan,

d.         Imaged copies of:

i.          The note, adjustable rate note secured by mortgage, note modification agreement or other related documents (collectively and as applicable, the “VSE Note”),

ii.         The mortgage, deed of trust or other related documents (collectively and as applicable, the “VSE Mortgage”),

iii.        The purchase agreement, purchase and sale agreement, timeshare services agreement, purchase contract or other related documents (collectively and as applicable, the “VSE Purchase Agreement”),

iv.        The credit report (the “VSE Credit Report”),

v.         The HUD-1 uniform settlement statement (the “VSE HUD-1”),

vi.        The truth in lending disclosure statement (the “VSE Truth in Lending Disclosure Statement”) and

vii.       Certain printed screen shots from Vistana Signature Experiences’ or its affiliate’s servicing system (the “VSE System Screen Shots,” together with the VSE Note, VSE Mortgage, VSE Purchase Agreement, VSE Credit Report, VSE HUD-1 and VSE Truth in Lending Disclosure Statement, the “VSE Source Documents”),

as applicable, that MORI indicated relate to each VSE Sample Timeshare Loan,

e.         Imaged copies of:

i.          The note, adjustable rate note secured by mortgage, note modification agreement or other related documents (collectively and as applicable, the “HVO Note”),

ii.         The mortgage, deed of trust or other related documents (collectively and as applicable, the “HVO Mortgage”),

iii.        The purchase agreement, purchase and sale agreement, timeshare services agreement, purchase contract or other related documents (collectively and as applicable, the “HVO Purchase Agreement”),

iv.        The credit report (the “HVO Credit Report”) and

v.         Certain printed screen shots from Hyatt Vacation Ownership’s or its affiliate’s servicing system (the “HVO System Screen Shots,” together with the HVO Note, HVO Mortgage, HVO Purchase Agreement and HVO Credit Report, the “HVO Source Documents”),

as applicable, that MORI indicated relate to each HVO Sample Timeshare Loan,

 


 

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f.         Imaged copies of:

i.          The purchase and sale agreement (the “Welk Agreement”),

ii.         The promissory note and security agreement (the “Welk Note”),

iii.        Certain printed screen shots and payment histories from Welk Resort Group, Inc.’s or its affiliate’s servicing system (the “Welk System Screen Shots”),

iv.        The borrower’s credit report (the “Welk Borrower Credit Report”) and

v.         The co-borrower’s credit report, as applicable, (the “Welk Co-Borrower Credit Report,” together with the Welk Agreement, Welk Note, Welk System Screen Shots and Welk Borrower Credit Report, the “Welk Source Documents,” together with the MVC Source Documents, MVC (Asia) Source Documents, VSE Source Documents and HVO Source Documents, the “Source Documents”),

as applicable, that MORI indicated relate to each Welk Sample Timeshare Loan,

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

h.         The list of relevant characteristics (the “MVC (Asia) Sample Characteristics”) on the Sample Data File, which is shown on Exhibit 2 to Attachment A,

i.          The list of relevant characteristics (the “VSE Sample Characteristics”) on the Sample Data File, which is shown on Exhibit 3 to Attachment A,

j.          The list of relevant characteristics (the “HVO Sample Characteristics”) on the Sample Data File, which is shown on Exhibit 4 to Attachment A,

k.         The list of relevant characteristics (the “Welk Sample Characteristics,” together with the MVC Sample Characteristics, MVC (Asia) Sample Characteristics, VSE Sample Characteristics and HVO Sample Characteristics, the “Sample Characteristics”) on the Sample Data File, which is shown on Exhibit 5 to Attachment A, and

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

 

MORI indicated that the Sample Timeshare Loans on the Sample Data File were selected by the Structuring Agent, on behalf of MORI.  MORI or the Structuring Agent, on behalf of MORI, did not inform us as to the basis for how the Structuring Agent, on behalf of MORI, determined the number of Sample Timeshare Loans or the methodology the Structuring Agent, on behalf of MORI, used to select the Sample Timeshare Loans.  Additionally, MORI indicated that the Sample Timeshare Loans are expected to be representative of the Timeshare Loans.

 

For the purpose of the procedures described in this report, the:

a.         114 MVC Sample Timeshare Loans are referred to as Sample Timeshare Loan Numbers 1 through 114,

b.         42 MVC (Asia) Sample Timeshare Loans are referred to as Sample Timeshare Loan Numbers 115 through 156,

c.         66 VSE Sample Timeshare Loans are referred to as Sample Timeshare Loan Numbers 157 through 222,

d.         Eight HVO Sample Timeshare Loans are referred to as Sample Timeshare Loan Numbers 223 through 230 and

e.         20 Welk Sample Timeshare Loans are referred to as Sample Timeshare Loan Numbers 231 through 250.

 


 

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For the purpose of the procedures described in this report, the Sample 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.  MORI is responsible for the Subject Matter, Sample 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 MORI or the Structuring Agent, on behalf of MORI, 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 Sample Timeshare Loans or Timeshare 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 MORI, or the Structuring Agent, on behalf of MORI, that are described in this report.  We undertake no responsibility to update this report for events and circumstances occurring after the date hereof.

 

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 Timeshare 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 Timeshare Loans,

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

iv.        Any other factor or characteristic of the Timeshare 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.

 


 

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We are required to be independent of MORI 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

 

28 October 2021

 


 

 

 

 

Attachment A

Page 1 of 3

 

 

 

Procedures performed and our associated findings

 

1.         For each MVC Sample Timeshare Loan, we compared the MVC Sample Characteristics listed on Exhibit 1 to Attachment A, as shown on the Sample Data File, to the corresponding information located in, or to the corresponding information we recalculated using information located in, the MVC Source Documents, subject to the instructions, assumptions and methodologies provided by MORI described in the notes to Exhibit 1 to Attachment A and the additional instruction(s) provided by MORI described in the succeeding paragraph(s) of this Item.  Except for the information shown on Exhibit 6 to Attachment A, all such compared information was found to be in agreement.

 

The MVC Source Document(s) that MORI instructed us to use for each MVC 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 MVC Source Document is listed for an MVC Sample Characteristic, MORI instructed us to note agreement if the information on the Sample Data File for the MVC Sample Characteristic agreed with the corresponding information in at least one of the MVC Source Documents that are listed for such MVC Sample Characteristic on Exhibit 1 to Attachment A.  We performed no procedures to reconcile any differences that may exist between various MVC Source Documents for any of the MVC Sample Characteristics listed on Exhibit 1 to Attachment A.

 

2.         For each MVC (Asia) Sample Timeshare Loan, we compared the MVC (Asia) Sample Characteristics listed on Exhibit 2 to Attachment A, as shown on the Sample Data File, to the corresponding information located in, or to the corresponding information we recalculated using information located in, the MVC (Asia) Source Documents, subject to the instructions, assumptions and methodologies provided by MORI described in the notes to Exhibit 2 to Attachment A and the additional instruction(s) provided by MORI described in the succeeding paragraph(s) of this Item.  All such compared information was found to be in agreement.

 

The MVC (Asia) Source Document(s) that MORI instructed us to use for each MVC (Asia) Sample Characteristic are indicated on Exhibit 2 to Attachment A.  Unless otherwise indicated in the notes to Exhibit 2 to Attachment A, where more than one MVC (Asia) Source Document is listed for an MVC (Asia) Sample Characteristic, MORI instructed us to note agreement if the information on the Sample Data File for the MVC (Asia) Sample Characteristic agreed with the corresponding information in at least one of the MVC (Asia) Source Documents that are listed for such MVC (Asia) Sample Characteristic on Exhibit 2 to Attachment A.  We performed no procedures to reconcile any differences that may exist between various MVC (Asia) Source Documents for any of the MVC (Asia) Sample Characteristics listed on Exhibit 2 to Attachment A.

 


 

 

 

Attachment A

Page 2 of 3

 

 

 

3.         For each VSE Sample Timeshare Loan, we compared the VSE Sample Characteristics listed on Exhibit 3 to Attachment A, as shown on the Sample Data File, to the corresponding information located in, or to the corresponding information we recalculated using information located in, the VSE Source Documents or the Sample Data File, as applicable, subject to the instructions, assumptions and methodologies provided by MORI described in the notes to Exhibit 3 to Attachment A and the additional instruction(s) provided by MORI described in the succeeding paragraph(s) of this Item.  All such compared information was found to be in agreement.

 

The VSE Source Document(s) that MORI instructed us to use for each VSE Sample Characteristic are indicated on Exhibit 3 to Attachment A.  Unless otherwise indicated in the notes to Exhibit 3 to Attachment A, where more than one VSE Source Document is listed for a VSE Sample Characteristic, MORI instructed us to note agreement if the information on the Sample Data File for the VSE Sample Characteristic agreed with the corresponding information in at least one of the VSE Source Documents that are listed for such VSE Sample Characteristic on Exhibit 3 to Attachment A.  We performed no procedures to reconcile any differences that may exist between various VSE Source Documents for any of the VSE Sample Characteristics listed on Exhibit 3 to Attachment A.

 

4.         For each HVO Sample Timeshare Loan, we compared the HVO Sample Characteristics listed on Exhibit 4 to Attachment A, as shown on the Sample Data File, to the corresponding information located in, or to the corresponding information we recalculated using information located in, the HVO Source Documents or the Sample Data File, as applicable, subject to the instructions, assumptions and methodologies provided by MORI described in the notes to Exhibit 4 to Attachment A and the additional instruction(s) provided by MORI described in the succeeding paragraph(s) of this Item.  All such compared information was found to be in agreement.

 

The HVO Source Document(s) that MORI instructed us to use for each HVO Sample Characteristic are indicated on Exhibit 4 to Attachment A.  Unless otherwise indicated in the notes to Exhibit 4 to Attachment A, where more than one HVO Source Document is listed for an HVO Sample Characteristic, MORI instructed us to note agreement if the information on the Sample Data File for the HVO Sample Characteristic agreed with the corresponding information in at least one of the HVO Source Documents that are listed for such HVO Sample Characteristic on Exhibit 4 to Attachment A.  We performed no procedures to reconcile any differences that may exist between various HVO Source Documents for any of the HVO Sample Characteristics listed on Exhibit 4 to Attachment A.

 


 

 

 

Attachment A

Page 3 of 3

 

 

 

5.         For each Welk Sample Timeshare Loan, we compared the Welk Sample Characteristics listed on Exhibit 5 to Attachment A, as shown on the Sample Data File, to the corresponding information located in, or to the corresponding information we recalculated using information located in, the Welk Source Documents, subject to the instructions, assumptions and methodologies provided by MORI described in the notes to Exhibit 5 to Attachment A and the additional instruction(s) provided by MORI described in the succeeding paragraph(s) of this Item.  All such compared information was found to be in agreement.

 

The Welk Source Document(s) that MORI instructed us to use for each Welk Sample Characteristic are indicated on Exhibit 5 to Attachment A.  Unless otherwise indicated in the notes to Exhibit 5 to Attachment A, where more than one Welk Source Document is listed for a Welk Sample Characteristic, MORI instructed us to note agreement if the information on the Sample Data File for the Welk Sample Characteristic agreed with the corresponding information in at least one of the Welk Source Documents that are listed for such Welk Sample Characteristic on Exhibit 5 to Attachment A.  We performed no procedures to reconcile any differences that may exist between various Welk Source Documents for any of the Welk Sample Characteristics listed on Exhibit 5 to Attachment A.

 


 

Exhibit 1 to Attachment A

Page 1 of 5

 

 

 

MVC Sample Characteristics and MVC Source Documents

 

MVC Sample
Characteristic

 

Sample
Data File Field Name

 

MVC Source Document(s)

 

Note

 

 

 

 

 

 

 

 

 

Loan number

 

Loan Number

 

MortgageServ System Screen Shots

 

i.

 

 

 

 

 

 

 

 

 

Billing country

 

Billing Country

 

MVC Contract for Purchase or MortgageServ System Screen Shots

 

ii.

 

 

 

 

 

 

 

 

 

Billing state

 

Billing State

 

MVC Contract for Purchase or MortgageServ System Screen Shots

 

ii.

 

 

 

 

 

 

 

 

 

Interest rate

 

Interest Rate

 

MVC Note or MVC Modification

 

 

 

 

 

 

 

 

 

 

 

Open date

 

Open Date

 

MVC Note, MVC Deed of Trust, MVC Mortgage, MVC Modification, MVC Contract for Purchase, MVC Contract Addendum, MVC Credit Report, MVC HUD-1 or MVC Closing Disclosure

 

 

 

 

 

 

 

 

 

 

 

Original term

 

Original Term

 

(a) MVC Note, MVC Deed of Trust, MVC Mortgage or MVC Modification or

(b) MVC Note, MVC Deed of Trust, MVC Mortgage, MVC Modification, MVC Contract for Purchase, MVC Contract Addendum, MVC Credit Report, MVC HUD-1, MVC Closing Disclosure or MortgageServ System Screen Shots and recalculation

 

iii.

 

 

 

 

 

 

 

 

 

Original balance

 

Original Balance

 

MVC Note, MVC Deed of Trust, MVC Mortgage or MVC Modification

 

 

 

 

 

 

 

 

 

 

 

Current balance

 

Current Balance

 

MortgageServ System Screen Shots

 

iv.

 

 

 

 

 

 

 

 

 

Original loan to value

 

Original Loan to Value

 

MVC Note, MVC Deed of Trust, MVC Mortgage, MVC Modification, MVC Contract for Purchase, MVC Contract Addendum, MVC Credit Report, MVC HUD-1 or MVC Closing Disclosure and recalculation

 

v.

 

 

 

 

 

 

 

 

 

Next payment due date

 

Next Payment Due Date

 

MortgageServ System Screen Shots

 

iv.

 

 

 

 

 

 

 

 

 

Credit score

 

Credit Score (Beacon)

 

(a) MVC Credit Report or

(b) MVC Credit Report and recalculation

 

vi.

 

 

 

 

 

 

 

 

 

Monthly payment

 

Monthly Payment

 

MVC Note, MVC Deed of Trust, MVC Mortgage or MVC Modification

 

 

 

 


 

Exhibit 1 to Attachment A

Page 2 of 5

 

 

 

MVC Sample
Characteristic

 

Sample
Data File Field Name

 

MVC Source Document(s)

 

Note

 

 

 

 

 

 

 

 

 

Maturity date (month/year)

 

Maturity Date (month/year)

 

MVC Note, MVC Deed of Trust, MVC Mortgage, MVC Modification or MortgageServ System Screen Shots

 

vii.

 

 

 

 

 

 

 

 

 

Down payment

 

Down Payment

 

(a) MVC HUD-1, MVC Closing Disclosure or MVC Contract for Purchase or

(b) MVC HUD-1, MVC Closing Disclosure or MVC Contract for Purchase and recalculation

 

viii.

 

 

 

 

 

 

 

 

 

Resort/project ID

 

Resort/Project Id

 

MVC Note, MVC Deed of Trust, MVC Mortgage, MVC Modification, MVC Contract for Purchase, MVC Contract Addendum, MVC Credit Report, MVC HUD-1 or MVC Closing Disclosure

 

ix.

 

 

 

 

 

 

 

 

 

Purchase price

 

Purchase Price

 

MVC Note, MVC Deed of Trust, MVC Mortgage, MVC Modification, MVC Contract for Purchase, MVC Contract Addendum, MVC Credit Report, MVC HUD-1 or MVC Closing Disclosure

 

x.

 

 

 

Notes:

 

i.          For identification purposes only.

 

ii.         For the purpose of comparing the indicated MVC Sample Characteristics for each MVC Sample Timeshare Loan, MORI instructed us to ignore differences due to abbreviation or truncation.

 


 

Exhibit 1 to Attachment A

Page 3 of 5

 

 

Notes(continued)

 

iii.        For the purpose of comparing the original term MVC Sample Characteristic for each MVC Sample Timeshare Loan that does not have the original term specifically stated in the applicable MVC Source Document, MORI instructed us to recalculate the original term as the difference in months between the:

a.         Maturity date (month/year) and

b.         Open date,

both as shown in the applicable MVC Source Document, subject to the additional instruction(s) provided by MORI described in the succeeding paragraph(s) of this note.

 

For the purpose of the recalculation described in the preceding paragraph, MORI instructed us to use the first day of the month following the open date if the open date, as shown in the applicable MVC Source Document, falls on the 29th, 30th or 31st day of the month.

 

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

 

v.         For the purpose of comparing the original loan to value MVC Sample Characteristic for each MVC Sample Timeshare Loan, MORI instructed us to recalculate the original loan to value by:

a.         Dividing the:

(1)        Original balance

by

(2)        Purchase price,

both as shown in the applicable MVC Source Document,

b.         Multiplying the result obtained in a. above by 100 and

c.         Rounding the result obtained in b. above to the nearest integer.

 


 

Exhibit 1 to Attachment A

Page 4 of 5

 

 

Notes(continued)

 

vi.        MORI instructed us not to compare the credit score MVC Sample Characteristic for any MVC Sample Timeshare Loan with a credit score value of “0,” “1,” “5” or “999,” as shown on the Sample Data File.

 

Additionally, for the purpose of comparing the credit score MVC Sample Characteristic for each MVC Sample Timeshare Loan (except for the MVC Sample Timeshare Loans described in the preceding paragraph(s) of this note), MORI instructed us to use the:

a.         Primary borrower credit score,

b.         Secondary borrower credit score or

c.         Recalculated average value of the primary borrower credit score and secondary borrower credit score,

all as shown in, or as recalculated using information shown in, the MVC Credit Report, and to note agreement if the credit score value, as shown on the Sample Data File, agreed to the corresponding information described in either a., b. or c. above.  We performed no procedures to reconcile any differences that may exist relating to the information that we observed or recalculated in a., b. or c. above, as applicable.

 

vii.       For the purpose of comparing the maturity date (month/year) MVC Sample Characteristic for each MVC Sample Timeshare Loan, MORI instructed us to note agreement if the month and year of the maturity date, as shown on the Sample Data File, agreed with the month and year of the maturity date, as shown in the applicable MVC Source Document.

 

viii.      For the purpose of comparing the down payment MVC Sample Characteristic for each MVC Sample Timeshare Loan, MORI instructed us to note agreement if the value on the Sample Data File agreed with either:

a.         The corresponding information in the MVC HUD-1, MVC Closing Disclosure or MVC Contract for Purchase,

b.         The result of adding the total amount of down payment or deposits, all as shown in the MVC HUD-1, MVC Closing Disclosure or MVC Contract for Purchase, or

c.         The result of subtracting the:

(1)       Total closing costs or maintenance fees, as shown in the MVC HUD-1, MVC Closing Disclosure or MVC Contract for Purchase,

from

(2)       Result obtained in b. above,

subject to the additional instruction(s) provided by MORI described in the succeeding paragraph(s) of this note.

 

For the purpose of comparing the down payment MVC Sample Characteristic for each MVC Sample Timeshare Loan, MORI instructed us to ignore differences of +/- $1.00 or less.

 

We performed no procedures to reconcile any differences that may exist between the applicable MVC Source Documents or resulting recalculations described in the preceding paragraph(s) of this note.

 


 

Exhibit 1 to Attachment A

Page 5 of 5

 

 

Notes(continued)

 

ix.        For the purpose of comparing the resort/project ID MVC Sample Characteristic for each MVC Sample Timeshare Loan, MORI:

a.         Instructed us to ignore differences due to abbreviation or truncation and

b.         Indicated that a resort/project ID value of “Aruba Ocean Club,” as shown on the Sample Data File, corresponds to a resort/project ID value of “Marriott Vacation Club International of Aruba,” as shown in the applicable MVC Source Document.

 

x.         For the purpose of comparing the purchase price MVC Sample Characteristic for each MVC Sample Timeshare Loan, MORI instructed us to ignore differences of +/- $1.00 or less.

 

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

 


 

Exhibit 2 to Attachment A

Page 1 of 2

 

 

MVC (Asia) Sample Characteristics and MVC (Asia) Source Documents

 

MVC (Asia) Sample
Characteristic

 

Sample
Data File Field Name

 

MVC (Asia) Source Document(s)

 

Note

 

 

 

 

 

 

 

 

 

Loan number

 

Loan Number

 

MVC (Asia) System Screen Shots

 

i.

 

 

 

 

 

 

 

 

 

Billing country

 

Billing Country

 

MVC (Asia) Payment Agreement

 

ii.

 

 

 

 

 

 

 

 

 

Interest rate

 

Interest Rate

 

MVC (Asia) System Screen Shots

 

 

 

 

 

 

 

 

 

 

 

Open date

 

Open Date

 

MVC (Asia) Payment Agreement or MVC (Asia) Ready to Close Checklist

 

 

 

 

 

 

 

 

 

 

 

Original term

 

Original Term

 

MVC (Asia) Payment Agreement

 

 

 

 

 

 

 

 

 

 

 

Original balance

 

Original Balance

 

MVC (Asia) Membership Application

 

 

 

 

 

 

 

 

 

 

 

Current balance

 

Current Balance

 

MVC (Asia) System Screen Shots

 

iii.

 

 

 

 

 

 

 

 

 

Next payment due date

 

Next Payment Due Date

 

MVC (Asia) System Screen Shots

 

iii.

 

 

 

 

 

 

 

 

 

Monthly payment

 

Monthly Payment

 

MVC (Asia) Payment Agreement

 

iv.

 

 

 

 

 

 

 

 

 

Down payment

 

Down Payment

 

MVC (Asia) Membership Application or recalculation

 

v.

 

 

 

 

 

 

 

 

 

Purchase price

 

Purchase Price

 

MVC (Asia) Membership Application

 

 

 

 

 

Notes:

 

i.          For identification purposes only.

 

ii.         For the purpose of comparing the billing country MVC (Asia) Sample Characteristic for each MVC (Asia) Sample Timeshare Loan, MORI instructed us to ignore differences due to abbreviation or truncation.

 

iii.        MORI indicated that certain of the MVC (Asia) System Screen Shots contained account activity that occurred after the Preliminary Cut-Off Date.  For the purpose of comparing the indicated MVC (Asia) Sample Characteristics for each MVC (Asia) Sample Timeshare Loan, MORI instructed us to only consider account activity shown in the MVC (Asia) System Screen Shots that occurred on or prior to the Preliminary Cut-Off Date.

 

iv.        For the purpose of comparing the monthly payment MVC (Asia) Sample Characteristic for each MVC (Asia) Sample Timeshare Loan, MORI instructed us to ignore differences of +/- $1.00 or less.

 


 

Exhibit 2 to Attachment A

Page 2 of 2

 

 

Notes(continued)

 

v.         For the purpose of comparing the down payment MVC (Asia) Sample Characteristic for each MVC (Asia) Sample Timeshare Loan, MORI instructed us to note agreement if the value on the Sample Data File agreed with either:

a.         The corresponding information in the MVC (Asia) Membership Application,

b.         The result of adding the total amount of down payment or deposits, all as shown in the MVC (Asia) Membership Application, or

c.         The result of subtracting the:

(1)        Total establishment fee, as shown in the MVC (Asia) Membership Application,

from

(2)        Result obtained in b. above.

 

We performed no procedures to reconcile any differences that may exist between the applicable MVC (Asia) Source Documents or resulting recalculations described in the preceding paragraph(s) of this note.

 

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

 


 

Exhibit 3 to Attachment A

Page 1 of 4

 

 

VSE Sample Characteristics and VSE Source Documents

 

VSE Sample Characteristic

 

 

Sample
Data File Field Name

 

VSE Source Document(s)

 

Note

 

 

 

 

 

 

 

Loan ID

 

Loan ID

 

VSE System Screen Shots

 

i.

 

 

 

 

 

 

 

Current loan balance

 

Current Loan Balance

 

VSE System Screen Shots

 

ii.

 

 

 

 

 

 

 

Original loan balance

 

Original Loan Balance

 

VSE Note, VSE HUD-1 or VSE System Screen Shots

 

 

 

 

 

 

 

 

 

Coupon rate

 

Coupon Rate

 

(a) VSE Note or VSE HUD-1 or

(b) VSE Note and VSE System Screen Shots

 

iii.

 

 

 

 

 

 

 

Original term to maturity (months)

 

Original Term to Maturity (months)

 

(a) VSE Note, VSE System Screen Shots or VSE HUD-1 or

(b) VSE Mortgage, VSE Note, VSE Truth in Lending Disclosure Statement, VSE System Screen Shots and/or VSE HUD-1 and recalculation

 

iv.

 

 

 

 

 

 

 

Remaining term to maturity (months)

 

Remaining Term to Maturity (months)

 

VSE Mortgage, VSE Note, VSE Truth in Lending Disclosure Statement, VSE System Screen Shots and/or VSE HUD-1 and recalculation

 

v.

 

 

 

 

 

 

 

Monthly payment

 

Monthly Payment

 

(a) VSE Note or VSE HUD-1 or

(b) VSE Note and VSE System Screen Shots

 

vi.

 

 

 

 

 

 

 

Original maturity date (month/year)

 

Original Maturity Date (month/year)

 

(a) VSE Mortgage, VSE Note, VSE Truth in Lending Disclosure Statement or VSE System Screen Shots or

(b) VSE Mortgage, VSE Note, VSE Truth in Lending Disclosure Statement, VSE System Screen Shots and/or VSE HUD-1 and recalculation

 

vii.

 

 

 

 

 

 

 

Country

 

Country

 

VSE Purchase Agreement, VSE HUD-1 or VSE System Screen Shots

 

viii.

 

 

 

 

 

 

 

Sales price

 

Sales Price

 

VSE Purchase Agreement, VSE HUD-1 or VSE System Screen Shots

 

 

 

 

 

 

 

 

 

Down payment

 

Down Payment

 

(a) VSE Purchase Agreement or VSE System Screen Shots or

(b) VSE Purchase Agreement and/or VSE Note and recalculation

 

ix.

 


 

Exhibit 3 to Attachment A

Page 2 of 4

 

 

VSE Sample Characteristic

 

 

Sample
Data File Field Name

 

VSE Source Document(s)

 

Note

 

 

 

 

 

 

 

Credit score

 

Credit Score

 

VSE Credit Report

 

x.

 

Notes:

 

i.          For identification purposes only.

 

ii.         MORI indicated that certain of the VSE System Screen Shots contained account activity that occurred after the Preliminary Cut-Off Date.  For the purpose of comparing the current loan balance VSE Sample Characteristic for each VSE Sample Timeshare Loan, MORI instructed us to only consider account activity shown in the VSE System Screen Shots that occurred on or prior to the Preliminary Cut-Off Date.

 

iii.        For the purpose of comparing the coupon rate VSE Sample Characteristic for each VSE Sample Timeshare Loan that has more than one coupon rate, as shown in the VSE Note, MORI instructed us to use the coupon rate, as shown in the VSE Note, corresponding to the coupon rate, as shown in the VSE System Screen Shots.  We performed no procedures to reconcile any differences that may exist relating to the information in the VSE Note.

 

iv.        For the purpose of comparing the original term to maturity (months) VSE Sample Characteristic for each VSE Sample Timeshare Loan that does not have the original term to maturity (months) specifically stated in the applicable VSE Source Document, MORI instructed us to recalculate the original term to maturity (months) as the difference in months between the:

a.         Original maturity date (month/year) and

b.         First payment date,

both as shown in the applicable VSE Source Document.

 


 

Exhibit 3 to Attachment A

Page 3 of 4

 

 

Notes(continued)

 

v.         For the purpose of comparing the remaining term to maturity (months) VSE Sample Characteristic for each VSE Sample Timeshare Loan, MORI instructed us to recalculate the remaining term to maturity (months) as the difference between the:

a.         Original term to maturity (months), as shown in the applicable VSE Source Document, or recalculated in accordance with any other applicable note(s), and

b.         Seasoning, as calculated using information shown on the Sample Data File, subject to the additional instruction(s) provided by MORI described in the succeeding paragraph(s) of this note.

 

For the purpose of this procedure, MORI instructed us to calculate the seasoning as the difference between the:

a.         Original term to maturity (months) and

b.         Remaining term to maturity (months),

both as shown on the Sample Data File.

 

vi.        For the purpose of comparing the monthly payment VSE Sample Characteristic for each VSE Sample Timeshare Loan that has more than one monthly payment, as shown in the VSE Note, MORI instructed us to use the monthly payment, as shown in the VSE Note, corresponding to the monthly payment, as shown in the VSE System Screen Shots.  We performed no procedures to reconcile any differences that may exist relating to the information in the VSE Note.

 

vii.       For the purpose of comparing the original maturity date (month/year) VSE Sample Characteristic for each VSE Sample Timeshare Loan that does not have the original maturity date (month/year) specifically stated in the applicable VSE Source Document, MORI instructed us to recalculate the original maturity date (month/year) by adding:

a.         The result of subtracting:

(1)       One month

from

(2)       The original term to maturity (months), as shown in the applicable VSE Source Document, or recalculated in accordance with any other applicable note(s),

to

b.         The first payment date, as shown in the applicable VSE Source Document,

subject to the additional instruction(s) provided by MORI described in the succeeding paragraph(s) of this note.

 

Additionally, for the purpose of comparing the original maturity date (month/year) VSE Sample Characteristic for each VSE Sample Timeshare, MORI instructed us to note agreement if the month and year of the original maturity date, as shown on the Sample Data File, agreed with the month and year of the original maturity date, as shown in the applicable VSE Source Document or as recalculated above.

 


 

Exhibit 3 to Attachment A

Page 4 of 4

 

 

Notes(continued)

 

viii.      For the purpose of comparing the country VSE Sample Characteristic for each VSE Sample Timeshare Loan, MORI instructed us to note agreement with a country value of “United States,” as shown on the Sample Data File, if the corresponding state value, as shown in the applicable VSE Source Document, is located in the United States, subject to the additional instruction(s) provided by MORI described in the succeeding paragraph(s) of this note.

 

For the purpose of this procedure, MORI instructed us to ignore differences due to abbreviation or truncation.

 

ix.        For the purpose of comparing the down payment VSE Sample Characteristic for each VSE Sample Timeshare Loan, MORI instructed us to note agreement if the value on the Sample Data File agreed with either:

a.         The corresponding information in the VSE Purchase Agreement or VSE System Screen Shots,

b.         The result of adding the total amount of down payment or deposits, all as shown in the VSE Purchase Agreement or VSE Note, or

c.         The result of subtracting the:

(1)        Administrative fee, as shown in the VSE Purchase Agreement, from

(2)        Result obtained in b. above.

 

We performed no procedures to reconcile any differences that may exist between the applicable VSE Source Documents or resulting recalculations described in the preceding paragraph(s) of this note.

 

x.         MORI instructed us not to compare the credit score VSE Sample Characteristic for any VSE Sample Timeshare Loan with a credit score value of “0” or “999,” as shown on the Sample Data File.

 

Additionally, for the purpose of comparing the credit score VSE Sample Characteristic for each VSE Sample Timeshare Loan (except for the VSE Sample Timeshare Loans described in the preceding paragraph(s) of this note), MORI instructed us to note agreement if the credit score value, as shown on the Sample Data File, agreed to at least one credit score, as shown in the VSE Credit Report.  We performed no procedures to reconcile any differences that may exist relating to the information in the VSE Credit Report.

 

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

 


 

Exhibit 4 to Attachment A

Page 1 of 2

 

 

HVO Sample Characteristics and HVO Source Documents

 

HVO Sample
Characteristic

 

Sample

Data File Field Name

 

HVO Source Document(s)

 

Note

 

 

 

 

 

 

 

Loan ID

 

Loan ID

 

HVO System Screen Shots

 

i.

 

 

 

 

 

 

 

Current loan balance

 

Current Loan Balance

 

HVO System Screen Shots

 

ii.

 

 

 

 

 

 

 

Original loan balance

 

Original Loan Balance

 

HVO Note

 

 

 

 

 

 

 

 

 

Coupon rate

 

Coupon Rate

 

HVO Note or HVO System Screen Shots

 

 

 

 

 

 

 

 

 

Original term to maturity (months)

 

Original Term to Maturity (months)

 

HVO Note

 

 

 

 

 

 

 

 

 

Remaining term to maturity (months)

 

Remaining Term to Maturity (months)

 

HVO Note and recalculation

 

iii.

 

 

 

 

 

 

 

Monthly payment

 

Monthly Payment

 

HVO Note or HVO System Screen Shots

 

 

 

 

 

 

 

 

 

Original maturity date (month/year)

 

Original Maturity Date (month/year)

 

HVO Note

 

iv.

 

 

 

 

 

 

 

Country

 

Country

 

HVO Purchase Agreement

 

v.

 

 

 

 

 

 

 

Sales price

 

Sales Price

 

HVO Purchase Agreement

 

 

 

 

 

 

 

 

 

Down payment

 

Down Payment

 

HVO Purchase Agreement and recalculation

 

vi.

 

 

 

 

 

 

 

Credit score

 

Credit Score

 

HVO Credit Report

 

 

 

 

Notes:

 

i.                                       For identification purposes only.

 

ii.                                    MORI indicated that certain of the HVO System Screen Shots contained account activity that occurred after the Preliminary Cut-Off Date.  For the purpose of comparing the current loan balance HVO Sample Characteristic for each HVO Sample Timeshare Loan, MORI instructed us to only consider account activity shown in the HVO System Screen Shots that occurred on or prior to the Preliminary Cut-Off Date.

 


 

Exhibit 4 to Attachment A

Page 2 of 2

 

 

Notes(continued)

 

iii.                                 For the purpose of comparing the remaining term to maturity (months) HVO Sample Characteristic for each HVO Sample Timeshare Loan, MORI instructed us to recalculate the remaining term to maturity (months) as the difference between the:

a.                                  Original term to maturity (months), as shown in the HVO Note, and

b.                                  Seasoning, as calculated using information shown on the Sample Data File, subject to the additional instruction(s) provided by MORI described in the succeeding paragraph(s) of this note.

 

For the purpose of this procedure, MORI instructed us to calculate the seasoning as the difference between the:

a.                                  Original term to maturity (months) and

b.                                  Remaining term to maturity (months),

both as shown on the Sample Data File.

 

iv.                               For the purpose of comparing the original maturity date (month/year) HVO Sample Characteristic for each HVO Sample Timeshare Loan, MORI instructed us to note agreement if the month and year of the original maturity date, as shown on the Sample Data File, agreed with the month and year of the original maturity date, as shown in the HVO Note.

 

v.                                  For the purpose of comparing the country HVO Sample Characteristic for each HVO Sample Timeshare Loan, MORI instructed us to note agreement with a country value of “United States,” as shown on the Sample Data File, if the corresponding state value, as shown in the applicable HVO Source Document, is located in the United States, subject to the additional instruction(s) provided by MORI described in the succeeding paragraph(s) of this note.

 

For the purpose of this procedure, MORI instructed us to ignore differences due to abbreviation or truncation.

 

vi.                               For the purpose of comparing the down payment HVO Sample Characteristic for each HVO Sample Timeshare Loan, MORI instructed us to recalculate the down payment by subtracting:

a.                                  The closing costs from

b.                                  The total deposits and closing costs due from purchaser,

both as shown in the HVO Purchase Agreement.

 

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

 


 

Exhibit 5 to Attachment A

Page 1 of 2

 

 

Welk Sample Characteristics and Welk Source Documents

 

Welk Sample 
Characteristic

 

Sample
Data File Field Name

 

Welk Source Document(s)

 

Note

 

 

 

 

 

 

 

Account number

 

Account Number

 

Welk Note

 

i.

 

 

 

 

 

 

 

Geographical location of the obligor

 

Geographical Location of the Obligor

 

Welk Agreement or Welk System Screen Shots

 

 

 

 

 

 

 

 

 

Purchase price

 

Purchase Price

 

Welk Agreement

 

 

 

 

 

 

 

 

 

Down payment

 

Down Payment

 

Welk Agreement and recalculation

 

ii.

 

 

 

 

 

 

 

Note Date

 

Note Date

 

Welk Note

 

 

 

 

 

 

 

 

 

Original term to stated maturity

 

Original Term to Stated Maturity

 

Welk Note

 

 

 

 

 

 

 

 

 

Original loan balance

 

Original Loan Balance

 

Welk Note

 

 

 

 

 

 

 

 

 

Coupon rate

 

Coupon Rate

 

Welk Note or Welk System Screen Shots

 

 

 

 

 

 

 

 

 

Monthly payment amount

 

Monthly Payment Amount

 

Welk Note or Welk System Screen Shots

 

iii.

 

 

 

 

 

 

 

Borrower credit score

 

Borrower Credit Score

 

Welk Borrower Credit Report

 

iv.

 

 

 

 

 

 

 

Co-borrower credit score

 

Co-borrower credit score

 

Welk Co-Borrower Credit Report

 

iv.

 

 

 

 

 

 

 

Current balance

 

Current Balance

 

Welk System Screen Shots

 

v.

 

 

 

 

 

 

 

Next payment due date

 

Next Payment Due Date

 

Welk System Screen Shots

 

v.

 


 

Exhibit 5 to Attachment A

Page 2 of 2

 

 

Notes:

 

i.                                       For identification purposes only.

 

ii.                                    For the purpose of comparing the down payment Welk Sample Characteristic for each Welk Sample Timeshare Loan (except for Sample Timeshare Loan Numbers 235, 236, 238, 239, 241 and 242), MORI instructed us to recalculate the down payment as the sum of the:

a.                                    Deposit toward the purchase price and

b.                                    Additional deposit toward the purchase price,

both as shown in the Welk Agreement.

 

For the purpose of comparing the down payment Welk Sample Characteristic for Sample Timeshare Loan Numbers 235, 236, 238, 239, 241 and 242, MORI instructed us recalculate the down payment as the sum of the:

a.                                    Deposit toward the purchase price,

b.                                    Additional deposit toward the purchase price and

c.                                    Transfer of equity,

all as shown in the Welk Agreement.

 

iii.                                 For the purpose of comparing the monthly payment amount Welk Sample Characteristic, MORI instructed us to ignore differences of +/-$0.01.

 

iv.                               MORI instructed us not to compare the indicated Welk Sample Characteristics for any Welk Sample Timeshare Loan with a corresponding value of <blank>, “0,” “1” or “9,” as shown on the Sample Data File.

 

Additionally, for the purpose of comparing the indicated Welk Sample Characteristics for each Welk Sample Timeshare Loan (except for the Welk Sample Timeshare Loans described in the preceding paragraph(s) of this note), MORI instructed us to note agreement if the corresponding value, as shown on the Sample Data File, agreed to at least one value, as shown in such Welk Source Document.  We performed no procedures to reconcile any differences that may exist relating to the information shown in the Welk Source Documents.

 

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

 

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

 


 

Exhibit 6 to Attachment A

 

 

MVC Sample Characteristic Differences

 

Sample Timeshare
Loan Number

 

MVC Sample
Characteristic

 

Sample
Data File Value

 

MVC Source
Document Value

 

 

 

 

 

 

 

19

 

Credit score

 

600

 

<Unable to locate>

 

 

 

 

 

 

 

26

 

Credit score

 

643

 

641

 

 

 

 

 

 

 

30

 

Credit score

 

600

 

806