Laurel Road Prime Student Loan Trust 2020‐A Fixed Rate Student Loan Asset‐Backed Notes Sample Student Loan Agreed‐Upon Procedures Report To: KeyBank National Association 11 September 2020
Ernst & Young LLP Tel: +1 212 773 3000 5 Times Square Fax: +1 212 773 6350 New York, NY 10036‐6530 ey.com Report of Independent Accountants on Applying Agreed‐Upon Procedures KeyBank National Association 127 Public Square Cleveland, Ohio 44114 Re: Laurel Road Prime Student Loan Trust 2020‐A (the “Issuer”) Fixed Rate Student Loan Asset‐Backed Notes (the “Notes”) Sample Student Loan Agreed‐Upon Procedures We have performed the procedures enumerated in Attachment A, which were agreed to by KeyBank National Association (the “Sponsor”), BofA Securities, Inc. (“BofA Securities”) and KeyBanc Capital Markets Inc. (“KeyBanc,” together with the Sponsor and BofA Securities, the “Specified Parties”), solely to assist the Specified Parties in evaluating certain information relating to a pool of private education loans made to borrowers that are not insured by the Department of Education, any other government agency or any third‐ party insurance provider (the “Student Loans”) relating to the Issuer’s securitization transaction. This agreed‐upon procedures engagement was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. The sufficiency of the procedures is solely the responsibility of the Specified Parties. Consequently, we make no representation regarding the sufficiency 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 3 For the purpose of the procedures described in this report, the Sponsor provided us with: a. Electronic data files: i. Labeled “LRK 2020‐A Cutoff Tape.xlsm” and the corresponding record layout and decode information, as applicable (the “Preliminary Data File”), that the Sponsor indicated contains information relating to certain private education loans (the “Preliminary Student Loans”) as of 7 February 2020 (the “Preliminary Cutoff Date”) that are expected to be representative of the Student Loans and ii. Labeled “LRK 2020‐A July Cutoff Tape.xlsm” and the corresponding record layout and decode information, as applicable (the “Statistical Data File,” together with the Preliminary Data File, the “Provided Data Files”), that the Sponsor indicated contains information relating to certain private education loans (the “Statistical Student Loans”) as of 27 July 2020 (the “Cutoff Date”) that are expected to be representative of the Student Loans, b. Imaged copies of: i. The promissory note, final disclosure statement or other related documents (collectively and as applicable, the “Note”), ii. National student clearinghouse, education verification form, state license or other related documents (collectively and as applicable, the “Degree Verification Form”), iii. The loan application summary (the “Loan Application Summary”), iv. The borrower’s credit report (the “Borrower Credit Report”) and v. The co‐borrower’s credit report, as applicable (the “Co‐Borrower Credit Report,” together with the Note, Degree Verification Form, Loan Application Summary and Borrower Credit Report, the “Source Documents”) that the Sponsor indicated relate to each Sample Student Loan (as defined in Attachment A), c. A schedule and the corresponding record layout and decode information, as applicable (the “Degree Program Mapping Schedule”), that the Sponsor indicated contains information relating to the borrower degree program corresponding to each Sample Student Loan, d. A servicing system extraction file labeled “LRK 2020‐A Audit Request 2020‐08‐12 with Gross Income.xlsx” and the corresponding record layout and decode information, as applicable (the “Servicing System Query,” together with the Source Documents and Degree Program Mapping Schedule, the “Sources”), that the Sponsor indicated contains information relating to each Sample Student Loan, e. The list of relevant characteristics (the “Sample Characteristics”) on the Statistical Data File, which is shown on Exhibit 1 to Attachment A, and f. Instructions, assumptions and methodologies, which are described in Attachment A.
Page 3 of 3 The procedures included in Attachment A were limited to comparing certain information that is further described in Attachment A. The Sponsor is responsible for the Provided Data Files, Sources, 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 Sources or any other information provided to us by the Sponsor 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 Student Loans, Statistical Student Loans or Student Loans (b) questions of legal or tax interpretation and (c) the accuracy, completeness or reasonableness of any instructions, assumptions and methodologies provided to us by the Sponsor that are described in this report. We undertake no responsibility to update this report for events and circumstances occurring after the date hereof. 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 American Institute of Certified Public Accountants 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 Student 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 Student Loans, iii. Whether the originator(s) of the Student Loans complied with federal, state or local laws or regulations or iv. Any other factor or characteristic of the Student 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. 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 11 September 2020
Attachment A Page 1 of 2 Procedures performed and our associated findings 1. As instructed by the Sponsor, we randomly selected a sample of 100 Preliminary Student Loans from the Preliminary Data File (the “Initial Sample Student Loans”). For the purpose of this procedure, the Sponsor did not inform us as to the basis for how they determined the number of Initial Sample Student Loans or the methodology they instructed us to use to select the Initial Sample Student Loans from the Preliminary Data File. For the purpose of the procedures described in this report, the 100 Initial Sample Student Loans are referred to as Sample Student Loan Numbers 1 through 100. 2. For each private education loan on the Preliminary Data File and Statistical Data File, we compared the CLID (“Loan Number”), as shown on the Preliminary Data File, to the corresponding Loan Number, as shown on the Statistical Data File, and noted that: a. 941 of the Statistical Student Loans included on the Statistical Data File were not included on the Preliminary Data File, b. 697 of the Preliminary Student Loans included on the Preliminary Data File were not included on the Statistical Data File (the “Removed Preliminary Student Loans”) and c. 42 of the Removed Preliminary Student Loans were Initial Sample Student Loans (the “Removed Initial Sample Student Loans”). The Removed Initial Sample Student Loans are Sample Student Loan Numbers 2, 3, 10, 11, 12, 16, 19, 22, 24, 28, 30, 32, 35, 36, 37, 39, 41, 47, 50, 56, 58, 59, 64, 75, 76, 77, 78, 79, 80, 81, 82, 83, 85, 92, 93, 94, 95, 96, 97, 98, 99 and 100. The Sponsor indicated that none of the Removed Initial Sample Student Loans will be Student Loans and instructed us not to perform any procedures on the Removed Initial Sample Student Loans. We performed no procedures to determine the accuracy, completeness or reasonableness of the information provided by the Sponsor described in the preceding sentence. 3. As instructed by the Sponsor, we randomly selected a sample of 42 Statistical Student Loans from the Statistical Data File that were not Initial Sample Student Loans (the “Additional Sample Student Loans”). For the purpose of this procedure, the Sponsor did not inform us as to the basis for how they determined the number of Additional Sample Student Loans or the methodology they instructed us to use to select the Additional Sample Student Loans from the Statistical Data File. For the purpose of the procedures described in this report, the 42 Additional Sample Student Loans are referred to as Sample Student Loan Numbers 101 through 142. The Initial Sample Student Loans (except for the Removed Initial Sample Student Loans) and Additional Sample Student Loans are hereinafter collectively referred to as the “Sample Student Loans.”
Attachment A Page 2 of 2 4. For each Sample Student Loan, we compared the Sample Characteristics listed on Exhibit 1 to Attachment A, as shown on the Statistical Data File, to the corresponding information located on the Sources, subject to the instructions, assumptions and methodologies provided by the Sponsor described in the notes to Exhibit 1 to Attachment A. The Source(s) that we were instructed by the Sponsor to use for each Sample Characteristic is shown on Exhibit 1 to Attachment A. Except for the information shown on Exhibit 2 to Attachment A, all such compared information was in agreement.
Exhibit 1 to Attachment A Page 1 of 2 Sample Characteristics and Sources Statistical Data Sample Characteristic File Field Name Source(s) Note(s) Loan Number CLID Note i. Loan type (fixed or adjustable) Rate Type Note Original loan balance Original Balance Note ii. Original loan term Repayment Term Note First disbursement date Disbursement Date Servicing System Query Maturity date Maturity Servicing System Query Interest rate Current Rate Servicing System Query Borrower state State Loan Application Summary iii. Current loan balance Current Balance Servicing System Query Last payment date Last payment date Servicing System Query Borrower degree program Degree (a) Degree Verification Form and iv., v. Degree Program Mapping Schedule or (b) Loan Application Summary and Degree Program Mapping Schedule School name School Degree Verification Form v. Graduation year Graduation Year Degree Verification Form Original borrower FICO Borrower FICO Borrower Credit Report Original co‐borrower FICO Cosigner FICO Co‐borrower Credit Report vi. Gross annual income Gross Income Servicing System Query
Exhibit 1 to Attachment A Page 2 of 2 Notes: i. For identification purposes only. ii. For the purpose of comparing the original loan balance Sample Characteristic for each Sample Student Loan, the Sponsor instructed us to ignore differences of +/‐ $1.00 or less. iii. For the purpose of comparing the borrower state Sample Characteristic for each Sample Student Loan, the Sponsor instructed us to use the state contained in the mailing address section of the Loan Application Summary, if the Loan Application Summary contained information in both the mailing address section and permanent address section. We performed no procedures to reconcile any differences that may exist relating to the information contained in the Loan Application Summary. iv. For the purpose of comparing the borrower degree program Sample Characteristic for each Sample Student Loan, the Sponsor instructed us to note agreement if the value on the Statistical Data File agreed with the corresponding information on at least one of the Degree Verification Form or Loan Application Summary, subject to the additional instruction(s) described in the succeeding paragraph(s) of this note. We performed no procedures to reconcile any differences that may exist relating to the information shown in the Degree Verification Form or Loan Application Summary. For the purpose of this procedure, the Sponsor instructed us to use the decode information shown on the Degree Program Mapping Schedule, as applicable. v. For the purpose of comparing the indicated Sample Characteristics for each Sample Student Loan, the Sponsor instructed us to ignore differences due to abbreviation, truncation or spelling errors. vi. The Sponsor instructed us not to compare the original co‐borrower FICO Sample Characteristic for Sample Student Loans with an original co‐borrower FICO value of <blank>, as shown on the Statistical Data File. We performed no procedures to determine the accuracy, completeness or reasonableness of the instructions, assumptions and methodologies provided by the Sponsor described in the notes above.
Exhibit 2 to Attachment A Sample Characteristic Differences Sample Statistical Student Loan Number Sample Characteristic Data File Value Source Value 20 Borrower state CA HI 33 Last payment date 6/27/2020 7/27/2020 118 Graduation year 2016 2017 126 Graduation year 2008 2009 137 Last payment date 6/27/2020 7/27/2020 142 Borrower state MI IL