Exhibit 99.1

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Report of Independent Accountants on Applying

Agreed-Upon Procedures







Anthony Puleo

Bluegreen Vacations Corporation

4960 Conference Way, North Suite 100

Boca Raton, FL 33431



We (“us” or “PwC”) have performed the procedures enumerated below, which were agreed to by Bluegreen Vacations Corporation (the “Company”), KeyBanc Capital Markets Inc. and Barclays Capital, Inc. (together, the “Underwriters”), who are collectively referred to herein as the “Specified Parties”, relating to the accuracy of the Specified Attributes for each of the timeshare loans to be selected as a sample (the “Specified Items”) with respect to BXG Receivables Note Trust 2018-A (the “Transaction”).   Bluegreen Vacations Corporation (the “Responsible Party”) is responsible for the accuracy of the Specified Attributes for the Specified Items. 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.



Procedures and Findings



In connection with the Transaction, the Specified Parties agreed on a sample size of 115 timeshare loans (“Sample Loans”) which were selected using a simple random sample from the pool of assets on the Data Tape identified by the Company as being loans that will collateralize the Transaction.

This agreed-upon procedures engagement was not conducted for the purpose of satisfying any criteria for due diligence published by a nationally recognized statistical rating organization.



In addition, PwC should not be regarded as having in any way warranted or given any assurance as to the following items:



·

The completeness, accuracy, appropriateness, quality or integrity of any of the information provided by the Responsible Party, or any other party for purposes of PwC performing the procedures agreed to by the Specified Parties. The procedures performed would not necessarily reveal any material misstatement of the amounts, balances, ratios, percentages or other relationships of the information included in the data provided to us; 



·

The conformity of the origination of the assets to stated underwriting or credit extension guidelines, standards, criteria or other requirements;



·

The value of collateral securing such assets; and 



·

The compliance of the originator of the assets with federal, state, and local laws and regulations.

PricewaterhouseCoopers LLP, 300 Madison Avenue, New York, NY 10017

T: (646) 471-3000, F: (813) 286-6000, www.pwc.com/us

 


 

Report of Independent Accountants on Applying Agreed-Upon Procedures

BXG Receivables Note Trust 2018-A

October 3, 2018

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We have not performed any procedures with respect to the fair value of the securities being offered in the Transaction and PwC expresses no opinion on the current fair value of these securities.  PwC should not be regarded as having performed any procedures other than those detailed in this report. 



With respect to any terms or requirements of the Transaction documents that do not appear in the exhibits, we performed no procedures and, accordingly, the procedures we performed would not ensure that any requirements are satisfied. Further, we have performed only the following agreed-upon procedures and therefore make no representations regarding the adequacy of disclosures or whether any material facts have been omitted from the Transaction documents.



It should be understood that we make no representations as to:



·

The interpretation of Transaction documents (including, but not limited to, indenture agreements or offering documents) included in connection with our procedures;

·

Your compliance with Rule 15Ga-2 of the Securities Exchange Act of 1934;

·

The reasonableness of any of the assumptions provided by the Responsible Party; and

·

The adequacy of the sample size, as provided by the Specified Parties, nor do we draw any conclusions about the entire pool of assets in the Transaction based on the sample size and results of the procedures performed.



These procedures should not be taken to supplant any additional inquiries or procedures that the Specified Parties would undertake in consideration of the transaction.



Data, Information, and Documents Provided



The following definitions, unless otherwise indicated, have been adopted in presenting our procedures and findings:

·

The phrase “compared” refers to the comparison of one or more data elements to underlying documentation.



·

The phrase “recalculated” refers to a recalculation of one or more data elements using a prescribed methodology.



·

The phrase “Sample Cut-off Date” refers to August 15, 2018.



·

The phrase “Data Tape” refers to a listing of timeshare loans provided to us by the Company on September 10, 2018 in an excel document titled “Statistical Pool 8-15-18 Loan file.xlsx" which includes certain attributes related to the Specified Items as of the Sample Cut-off Date.



·

The phrase “Source Documents refers to the following underlying documentation, or screenshot of underlying documentation, provided to us by the Company for each Specified Item -



o

Promissory Note

o

Purchase Agreement

o

Loan Servicing and Accounting Management System (“LSAMS”) screenshots

o

Extension Agreement, if available, and

o

Revision of Terms Request, if provided

 

 


 

Report of Independent Accountants on Applying Agreed-Upon Procedures

BXG Receivables Note Trust 2018-A

October 3, 2018

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Procedures Performed 



Using the Data Tape, we randomly selected the Sample Loans from the loans represented on the Data Tape.    We make no representations as to the adequacy of the sample size, nor do we draw any conclusions about the entire Data Tape based on the sample size and results of the procedures performed.



At the request of the Specified Parties, and using the additional assumptions and methodologies provided to us by the Company in Exhibit I, we compared the attributes specified in the table below (the “Specified Attributes”), as obtained from the corresponding column in the Data Tape specified for each Sample Loan, to the Source Documents listed below and found them to be in agreement.





 

 

Specified Attributes

Column(s)

in the Data Tape

Source Documents

Original Principal Balance

Orig Note

Promissory Note

Purchase Agreement

Current Principal Balance

Cur Prin

LSAMS

Remaining Term

Rem Term

Re-Calculated from Data Tape

Coupon Rate

Int Rate

Promissory Note

Purchase Agreement or

Revision of Terms Request Form if provided

Obligor State

Cust State

Promissory Note

Purchase Agreement or

LSAMS if provided

Obligor Country

Owner Cntyr

Promissory Note

Purchase Agreement

Resort Name

Resort

Promissory Note

Purchase Agreement

Original Term

Orig Term

Promissory Note

Purchase Agreement

Days Delinquent

Days Delq

Re-Calculated from LSAMS

FICO Score

Credit

LSAMS

Origination Date

Orig Date

Promissory Note

Purchase Price

Purch Price

Purchase Agreement

Extension

Extension Date

Extension Agreement, if provided



We make no representation regarding the methodologies or assumptions provided to us by the Company, including those outlined in Exhibit I.



This agreed-upon procedures engagement was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants.  We were not engaged to, and did not conduct an examination or review, the objective of which would be the expression of an opinion or conclusion, respectively, on the accuracy of the Specified Attributes for the Specified Items.  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.



This report is intended solely for the information and use of the Specified Parties (including for purposes of substantiating the Specified Parties’ "due diligence defense" under the Securities Act of

 

 


 

Report of Independent Accountants on Applying Agreed-Upon Procedures

BXG Receivables Note Trust 2018-A

October 3, 2018

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1933), and is not intended to be and should not be used by anyone other than the Specified Parties.



If a party has obtained, or has access to, this report without having executed an agreement with PwC wherein such party accepts responsibility for the sufficiency of the procedures performed (such party is herein referred to as a "Non-Specified Party"), that Non-Specified Party cannot:



i)

Rely upon this report, and any use of this report by that Non-Specified Party is its sole responsibility and at its sole and exclusive risk;



ii)

Acquire any rights or claims against PwC, and PwC assumes no duties or obligations to such Non-Specified Party.



A Non-Specified Party may not disclose or distribute this report or any of the report’s contents to any other party (including but not limited to electronic distribution and/or posting to a website pursuant to Rule 17G-5 of the Securities Exchange Act of 1934).



The procedures enumerated above were performed as of the date of this report, and we disclaim any consideration of any events and circumstances occurring after the date of this report. Further, we have no obligation to update this report because of events occurring, or data or information coming to our attention, subsequent to the date of this report.







/s/ PricewaterhouseCoopers LLP



New York



October 3, 2018

 

 


 

Report of Independent Accountants on Applying Agreed-Upon Procedures

BXG Receivables Note Trust 2018-A

October 3, 2018

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Exhibit I

Assumptions provided by the Company



At the instruction of the Company, for the purposes of the Procedures, we applied the following rules as a supplement to the table contained in the report:  



1.

For Specified Attribute “FICO Score”, if multiple borrowers are listed for the Sample Loan use the maximum Credit score of all the borrowers listed on the LSAMS screenshot provided for each Specified Item.



2.

For Specified Attribute “Purchase Price”, truncate the “Purchase Price” shown on the Purchase Agreement to 0 decimals.  



3.

Use the following formula to determine the Specified Attribute “Days Delinquent”  –  



DAYS DELINQUENT = MAX(0, Sample Cut-Off Date – A)



Where, A = Next Pay Due Date or “Next Due” as shown on the LSAMS screenshot provided for each Specified Item.



4.

Use the following formula to calculate Specified Attribute “Remaining Term, which calculates the number of months between the maturity date and the next due date plus one month



REMAINING TERM =12*(YEAR(F2)-YEAR(N2))+MONTH(F2)-MONTH(N2)+1



Where, F2 = Mat Date” field in the Data Tape

      N2 = Next Due” field in the Data Tape



5.

For Specified Attribute “Coupon Rate”, there were four loans in the Data Tape that were not in agreement with the Promissory Note Purchase Agreement.   The Company provided the Revision of Terms Request form for these loans to confirm the change in interest rate.   For loans where this document was not provided, the Coupon Rate was compared to the rate provided in the Promissory Note Purchase Agreement.



6.

For Specified Attribute “Obligor State”, there were three loans in the Data Tape that were not in agreement with the Promissory Note Purchase Agreement.   The Company provided LSAMS screenshots to confirm the Obligor’s new state of residence. For loans where this screenshot was not provided, the Obligor State was compared to the State provided in the Promissory Note Purchase Agreement.



7.

An Extension Agreement was provided for one loan where an Extension Date was noted in the Data Tape.   The Company confirmed that no other loans in the Sample Loans required an Extension Date.



8.

For the Specified Attribute “Resort Name”, the “Resort Name” on the Source Documents relates to the following “Resort Name” on the Data Tape.





 

Resort Name on Source Documents

Resort Name on Data Tape

THE CLUB AT BIG BEAR VILLAGE

Big Bear

BLUE RIDGE VILLAGE II

Blue Ridge Village

BLUE RIDGE VILLAGE

Blue Ridge Village

BG CLUB 36

Bluegreen Club 36



 

 


 

Report of Independent Accountants on Applying Agreed-Upon Procedures

BXG Receivables Note Trust 2018-A

October 3, 2018

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Resort Name on Source Documents

Resort Name on Data Tape

BLUEGREEN SHENANDOAH VACATION OWNERSHIP PROGRAM

Bluegreen Wilderness Traveler @ Shenandoah

BLUEGREEN SHENANDOAH VACATION OWNERSHIP PROGRAM PHASE THREE

Bluegreen Wilderness Traveler @ Shenandoah

BLUEGREEN SHENANDOAH VACATION OWNERSHIP PROGRAM PHASE TWO

Bluegreen Wilderness Traveler @ Shenandoah

THE BREAKERS RESORT CONDOMINIUM

Breakers

CAROLINA GRANDE

Carolina Grande

CASA DEL MAR AT DAYTONA

Casa Del Mar Resort

CHRISTMAS MOUNTAIN VILLAS

Christmas Mountain Village

CHRISTMAS MOUNTAIN TIMBERS

Christmas Mountain Village

DAYTONA SEABREEZE

Daytona SeaBreeze

FANTASY ISLAND RESORT II

Fantasy Island Resort  II

GRANDE VILLAS AT WORLD GOLF VILLAGE

Grande Villas at World Golf Village

RESORT AT WORLD GOLF VILLAGE

Grande Villas at World Golf Village

HARBOUR LIGHTS

Harbour Lights

THE INNSBRUCK, A CONDOMINIUM

Innsbruck

KING 583 HORIZONTAL PROPERTY REGIME

King 583

LAKE EVE RESORT CONDOMINIUM

Lake Eve

LAUREL CREST

Laurel Crest

MOUNTAIN RUN AT BOYNE

Mountain Run at Boyne

MOUNTAINLOFT RESORT

MountainLoft

MOUNTAINLOFT RESORT II

MountainLoft II

BLUEGREEN ODYSSEY DELLS CONDOMINIUM

Odyssey Dells

ORLANDO'S SUNSHINE RESORT

Orlando Sunshine Resort I & II

PARKSIDE, A VACATION OWNERSHIP RESORT

Parkside

BG PATRICK HENRY SQUARE VACATION OWNERSHIP PROGRAM

Patrick Henry Square

PLAYERS CLUB AT HILTON HEAD

Player's Club

SEAGLASS TOWER

SeaGlass Tower

SHORE CREST VACATION VILLAS II

Shore Crest Vacation Villas I & II

SHORE CREST VACATION VILLAS

Shore Crest Vacation Villas I & II

SOLARA SURFSIDE

Solara Surfside

THE SOUNDINGS SEASIDE RESORT CONDOMINIUM

Soundings

THE STUDIO HOMES AT ELLIS SQUARE

Studio Homes

THE BLAKE TIMESHARE PLAN

The Blake

THE FALLS VILLAGE

The Falls Village

THE FOUNTAINS

The Fountains

THE SUITES AT HERSHEY

The Suites at Hershey