EX-99.1 2 exhibit99-1.htm DISCLOSURES REQUIRED BY RULE 15GA-2
Exhibit 99.1

 
KPMG LLP
Suite 700
20 Pacifica
Irvine, CA 92618-3391
   
   
   
   
   
   
   
   
 
Independent Accountants’ Report on Applying Agreed-Upon Procedures
   
   
 
Gateway One Lending & Finance, LLC
 
TCF Financial Corporation (together, the “Company”)
 
Credit Suisse Securities (USA) LLC
 
(together with the Company, the “Specified Parties”)
   
 
Re:  TCF Auto Receivables Owner Trust 2016-1, Asset Backed Notes (the “Notes”)
   
 
We have performed the procedures described below, which were agreed to by the Specified Parties, solely to assist the Specified Parties with certain information pertaining to a pool of motor vehicle installment sale contracts which we were informed are intended to be included as collateral in the offering of the Notes. This agreed-upon procedures engagement was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants.  The sufficiency of these procedures is solely the responsibility of the Specified Parties.  Consequently, we make no representation regarding the sufficiency of the procedures described below either for the purpose for which this report has been requested or for any other purpose.
   
 
Unless otherwise indicated, the following definitions have been adopted in presenting our procedures and findings:
   
 
The term “compared” means compared to the information shown and found it to be in agreement, unless otherwise noted.  Such compared information was deemed to be in agreement if differences were attributable to rounding.
     
 
The term “Receivables” means motor vehicle installment sale contracts secured by new and used automobiles, light-duty trucks and other similar vehicles.
     
 
The term “Initial Data File” means an electronic data file, provided to us by the Company on August 15, 2016, containing certain information related to 29,315 Receivables as of the close of business on August 1, 2016 (the “Cutoff Date”).
     
 
The term “Supplemental Data File” means an electronic data file, provided to us by the Company on August 19, 2016, containing certain information related to Dealer State,
     
     
     
 
KPMG LLP is a Delaware limited liability partnership and the U.S. member firm of the KPMG
  network of independent member firms affiliated with KPMG International Cooperative (“KPMG
  International”), a Swiss entity.

 
TCF Auto Receivables Owner Trust 2016-1, Asset Backed Notes
September 1, 2016
Page 2 of 4
 
 
Original Maturity Date, Current Maturity Date, and Current Principal Balance information for the Sample Receivables (defined below),  as of August 18, 2016.
The term “AIS Imaging Site” means the Company’s internal web-based system used to maintain Receivable Files.
The term “Links” means the Company’s servicing system used for tracking and accounting for its automobile receivables.
The term “Receivable File” means any file containing some or all of the following documents: Installment Sale Contract, Certificate of Title, Application for Certificate of Title, Guarantee of Title, Notice of Security Interest, Electronic Title, Lien Receipts, Letter of Guarantee, Odometer Disclosure Statement, Assignment Without Recourse, and Credit Application contained in the AIS Imaging Site, and screenshots contained in Links.  The Receivable File, provided to us by the Company, was represented by the Company to be either the original Receivable File, a copy of the original Receivable File, and/or electronic records contained in the AIS Imaging Site or Links. We make no representation regarding the validity, enforceability, or authenticity of such Receivable File documents.
The Company is responsible for the Initial Data File and the Supplemental Data File.
We were instructed by the Company to select a random sample of 150 Receivables from the Initial Data File.  Of the 150 Receivables selected, we were informed by the Company that two (2) Receivables were paid off after the Cutoff Date, and as such, these two (2) Receivables would not be included as collateral in the offering of the Notes.  The Company instructed us to randomly select two (2) additional Receivables from the Initial Data File.  The resulting 150 Receivables constituted the “Sample Receivables.”  A listing of the Sample Receivables is attached hereto as Exhibit A.
At the request of the Specified Parties, we performed the following procedures with respect to the Sample Receivables using the Receivable Files.  The absence of any of the noted documents or the inability to agree the indicated information from the Initial Data File or Supplemental Data File to the Receivable File for each of the attributes identified constituted an exception.  The information regarding the Sample Receivables was found to be in agreement with the respective information in the Receivable File.
Attribute
Receivable File
   
Receivable Number
Installment Sale Contract
 
Vehicle Identification Number
Installment Sale Contract
 
Original Amount Financed
Installment Sale Contract
 
Original Term
Installment Sale Contract
 
Scheduled Monthly Payment Amount
Installment Sale Contract
 
Annual Percentage Rate (“APR”)
Installment Sale Contract
 
New vs. Used
Installment Sale Contract, Odometer Disclosure Statement
 

 
TCF Auto Receivables Owner Trust 2016-1, Asset Backed Notes
September 1, 2016
Page 3 of 4
 
 
Attribute
Receivable File
   
Receivable Type (Simple Interest)
Installment Sale Contract
 
Contract Date
Installment Sale Contract
 
Dealer State
Installment Sale Contract
 
Original Maturity Date
Links screenshot
 
Make/Model
Installment Sale Contract, Credit Application
 
First Payment Date
Installment Sale Contract and instructions  provided by the Specified Parties listed below
 
Current Maturity Date
Links screenshot
 
Current Principal Balance
Links screenshot
 
Legal Owner or Lien Holder Name
Certificate of Title, Application for Certificate of Title, Guarantee of Title, Notice of Security Interest, Assignment Without Recourse or Electronic Title and instructions provided by the Company listed below
 
Presence of Credit Application
Credit Application
 
Presence of Certificate of Title
Certificate of Title, Application for Certificate of Title, Guarantee of Title, Electronic Title, Lien Receipts, Letter of Guarantee or Assignment Without Recourse
 
Presence of Truth-in-Lending Disclosures
Installment Sale Contract
 
Presence of Installment Sale Contract
Installment Sale Contract
 
For purposes of comparing First Payment Date, the Specified Parties instructed us to consider the First Payment Date to be in agreement if the difference between the First Payment Date on the Initial Data File and the First Payment Date on the respective Installment Sale Contract was not greater than three (3) days.
For purposes of comparing Legal Owner or Lien Holder Name, we were instructed by the Company that the names “Gateway One,” “Gateway One Lending/Fin,” “Gateway One Lending Finance,” “Gateway One Lending,” “Gateway One Lending And Finance,” “Gateway One Lending Fin,” “Gateway One LNDNG & FIN LLC,” “Gateway One Lending And Fin,” “Gateway One Lend And Fin,” “GOLF,” “GATEWAYONE,” “GATEWAY ONE LENDING AND FINANCING LLC,” “Gateway One Lending & Finance, LLC,” “Gateway One L&F,” “Gateway 1 Lending & Finance,” “G.O.L.F,” “GatewayOne Lending,” and “Gateway One Lending + Finance” were acceptable Legal Owner or Lien Holder Names for the Company.

 
TCF Auto Receivables Owner Trust 2016-1, Asset Backed Notes
September 1, 2016
Page 4 of 4
 
The information regarding the Sample Receivables was found to be in agreement with the respective information in the Receivable Files, except as noted in Exhibit B. There were no conclusions that resulted from these procedures.
We were not engaged to, and did not, conduct an audit, examination or review, the objective of which would be the expression of an opinion or conclusion on the Initial Data File and the Supplemental Data File.  Accordingly, we do not express such an opinion or conclusion.  Had we performed additional procedures, other matters might have come to our attention that would have been reported to you.
The procedures performed were applied based on the information included in the Initial Data File, the Supplemental Data File, or instructions provided by the Company or Specified Parties, without verification or evaluation of such information or instructions by us; therefore, we express no opinion or any other form of assurance regarding, (i) the physical existence of the Receivables, (ii) the reasonableness of the instructions provided by the Company or Specified Parties, (iii) the reliability or accuracy of the Initial Data File, the Supplemental Data File, the Receivable Files, or data and documents furnished to us by the Company which were used in our procedures, or (iv) matters of legal interpretation.
The procedures performed were not intended to address, nor did they address:  (i) the conformity of the origination of the Receivables to stated underwriting or credit extension guidelines, standards, criteria or other requirements, (ii) the value of collateral securing any such Receivables being securitized, (iii) the compliance of the originator of the Receivables with federal, state, and local laws and regulations, or (iv) any other factor or characteristic of the Receivables that would be material to the likelihood that the issuer of the asset-backed security will pay interest and principal in accordance with applicable terms and conditions.  The procedures performed were not intended to satisfy any criteria for due diligence published by a nationally recognized statistical rating organization (“NRSRO”).
The terms of our engagement are such that we have no obligation to update this report because of events and transactions that may subsequently occur.
This report is intended solely for the information and use of Gateway One Lending & Finance, LLC, TCF Financial Corporation and Credit Suisse Securities (USA) LLC.  It is not intended to be and should not be used by any other person or entity, including investors and NRSROs, who are not identified in the report as Specified Parties but who may have access to this report as required by law or regulation.
 
/s/KPMG LLP
September 1, 2016

Exhibit A

The Sample Receivables
Sample Receivable Number
 
Receivable
Number
Sample Receivable Number
 
Receivable
Number
Sample Receivable Number
 
Receivable
Number
1
XXXXXXXXXX9865
51
XXXXXXXXXX9229
101
XXXXXXXXXX3540
2
XXXXXXXXXX4092
52
XXXXXXXXXX4611
102
XXXXXXXXXX4715
3
XXXXXXXXXX1017
53
XXXXXXXXXX6702
103
XXXXXXXXXX9759
4
XXXXXXXXXX3326
54
XXXXXXXXXX4728
104
XXXXXXXXXX9439
5
XXXXXXXXXX5427
55
XXXXXXXXXX0235
105
XXXXXXXXXX3153
6
XXXXXXXXXX8653
56
XXXXXXXXXX9714
106
XXXXXXXXXX7434
7
XXXXXXXXXX6478
57
XXXXXXXXXX0955
107
XXXXXXXXXX0610
8
XXXXXXXXXX3061
58
XXXXXXXXXX8649
108
XXXXXXXXXX0223
9
XXXXXXXXXX0039
59
XXXXXXXXXX4880
109
XXXXXXXXXX0506
10
XXXXXXXXXX0612
60
XXXXXXXXXX8424
110
XXXXXXXXXX1007
11
XXXXXXXXXX3194
61
XXXXXXXXXX1836
111
XXXXXXXXXX5076
12
XXXXXXXXXX5657
62
XXXXXXXXXX7062
112
XXXXXXXXXX6713
13
XXXXXXXXXX2792
63
XXXXXXXXXX9403
113
XXXXXXXXXX0974
14
XXXXXXXXXX1331
64
XXXXXXXXXX9546
114
XXXXXXXXXX8130
15
XXXXXXXXXX9542
65
XXXXXXXXXX5836
115
XXXXXXXXXX4958
16
XXXXXXXXXX4225
66
XXXXXXXXXX3393
116
XXXXXXXXXX6446
17
XXXXXXXXXX1732
67
XXXXXXXXXX3002
117
XXXXXXXXXX5913
18
XXXXXXXXXX6656
68
XXXXXXXXXX4560
118
XXXXXXXXXX6195
19
XXXXXXXXXX2334
69
XXXXXXXXXX9232
119
XXXXXXXXXX7923
20
XXXXXXXXXX4121
70
XXXXXXXXXX9071
120
XXXXXXXXXX0675
21
XXXXXXXXXX0766
71
XXXXXXXXXX8489
121
XXXXXXXXXX4863
22
XXXXXXXXXX7779
72
XXXXXXXXXX3915
122
XXXXXXXXXX9115
23
XXXXXXXXXX7410
73
XXXXXXXXXX3711
123
XXXXXXXXXX8777
24
XXXXXXXXXX6649
74
XXXXXXXXXX2496
124
XXXXXXXXXX1910
25
XXXXXXXXXX8595
75
XXXXXXXXXX0084
125
XXXXXXXXXX1926
26
XXXXXXXXXX0413
76
XXXXXXXXXX2042
126
XXXXXXXXXX8267
27
XXXXXXXXXX5709
77
XXXXXXXXXX7834
127
XXXXXXXXXX6852
28
XXXXXXXXXX0796
78
XXXXXXXXXX5449
128
XXXXXXXXXX2874
29
XXXXXXXXXX3950
79
XXXXXXXXXX7000
129
XXXXXXXXXX0813
30
XXXXXXXXXX7690
80
XXXXXXXXXX3862
130
XXXXXXXXXX2297
31
XXXXXXXXXX9223
81
XXXXXXXXXX8494
131
XXXXXXXXXX3133
32
XXXXXXXXXX4355
82
XXXXXXXXXX7280
132
XXXXXXXXXX1935
33
XXXXXXXXXX3404
83
XXXXXXXXXX6343
133
XXXXXXXXXX8551
34
XXXXXXXXXX4331
84
XXXXXXXXXX9120
134
XXXXXXXXXX1145
35
XXXXXXXXXX1983
85
XXXXXXXXXX6643
135
XXXXXXXXXX0077
36
XXXXXXXXXX6215
86
XXXXXXXXXX3575
136
XXXXXXXXXX5879
37
XXXXXXXXXX6834
87
XXXXXXXXXX5345
137
XXXXXXXXXX0439
38
XXXXXXXXXX8481
88
XXXXXXXXXX7973
138
XXXXXXXXXX1594
39
XXXXXXXXXX4204
89
XXXXXXXXXX2910
139
XXXXXXXXXX5314
40
XXXXXXXXXX8437
90
XXXXXXXXXX2866
140
XXXXXXXXXX9969
41
XXXXXXXXXX2697
91
XXXXXXXXXX2056
141
XXXXXXXXXX9225
42
XXXXXXXXXX2585
92
XXXXXXXXXX0720
142
XXXXXXXXXX3649
43
XXXXXXXXXX1656
93
XXXXXXXXXX3076
143
XXXXXXXXXX1108
44
XXXXXXXXXX8366
94
XXXXXXXXXX8270
144
XXXXXXXXXX0857
45
XXXXXXXXXX7368
95
XXXXXXXXXX6251
145
XXXXXXXXXX4405
46
XXXXXXXXXX8485
96
XXXXXXXXXX3787
146
XXXXXXXXXX2122
47
XXXXXXXXXX4910
97
XXXXXXXXXX0035
147
XXXXXXXXXX8533
48
XXXXXXXXXX6416
98
XXXXXXXXXX0487
148
XXXXXXXXXX5201
49
XXXXXXXXXX3792
99
XXXXXXXXXX0587
149
XXXXXXXXXX5222
50
XXXXXXXXXX3287
100
XXXXXXXXXX1509
150
XXXXXXXXXX4448
A-1

Exhibit B

Exceptions List
Sample Receivable Number
Receivable Number
Attribute
Per Initial Data File
Per Receivable File Document(s)
3
XXXXXXXXXX1017
Contract Date
05/31/2016
05/30/2016
         
36
XXXXXXXXXX6215
New vs. Used
New
Used
         
59
XXXXXXXXXX4880
Contract Date
3/28/2016
3/23/2016
         
66
XXXXXXXXXX3393
Contract Date
4/28/2016
4/22/2016
         
117
XXXXXXXXXX5913
Contract Date
07/05/2016
07/01/2016
         
149
XXXXXXXXXX5222
Contract Date
07/13/2016
07/07/2016
 
 
 
 

 
B-1