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KPMG LLP
Suite 1500
550 South Hope Street
Los Angeles, CA 90071-2629
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Independent Accountants’ Report on Applying Agreed-Upon Procedures
Nelnet, Inc. (the “Company”)
Mizuho Securities USA LLC
Goldman Sachs & Co. LLC
BofA Securities, Inc.
Citigroup Global Markets Inc.
RBC Capital Markets, LLC
Wells Fargo Securities, LLC
Apollo Global Securities, LLC
Blackstone Securities Partners L.P.
Siebert Williams Shank & Co., LLC
Academy Securities, Inc.
Loop Capital Markets LLC
Samuel A. Ramirez & Company, Inc.
(together, the “Specified Parties”)
Re: Nelnet Student Loan Trust 2021-D – Data File Procedures
We have performed the procedures described below on the specified attributes in an electronic data file entitled “NSLT_2021_D_202107_listing.xlsx” provided by the Company on August 17, 2021,
containing information on 106,176 student loans (the “Student Loans”) as of July 31, 2021 (the “Data File”), which we were informed are intended to be included as collateral in the offering by Nelnet Student Loan Trust 2021-D. The Company is
responsible for the specified attributes identified by the Company in the Data File.
The Specified Parties have agreed to and acknowledged that the procedures performed are appropriate to meet the intended purpose of assisting specified parties in evaluating the accuracy of the
specified attributes in the Data File. This report may not be suitable for any other purpose. No other parties have agreed to or acknowledged the appropriateness of these procedures for the intended purpose or any other purpose.
The procedures performed may not address all the items of interest to a specified party of this report and may not meet the needs of all specified parties of this report and, as such, specified
parties are responsible for determining whether the procedures performed are appropriate for their purposes. We make no representation regarding the appropriateness of the procedures either for the intended purpose or for any other purpose.
Unless otherwise stated, the following definitions have been adopted in presenting our procedures and findings:
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•
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The term “compared” means compared to the information shown and found it to be in agreement, unless otherwise stated. Such compared information was deemed to be in agreement if differences were within the
reporting threshold.
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•
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The term “recomputed” means recalculated and compared the result to the information shown and found it to be in agreement, unless otherwise stated. Such recomputed information was deemed to be in agreement if differences were within the
reporting threshold.
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•
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The term “reporting threshold” means that dollar amounts and percentages were within $1.00 and 0.1%, respectively.
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KPMG LLP, a Delaware limited liability partnership and a member firm of the KPMG global organization of independent member firms affiliated with
KPMG International Limited, a private English company limited by guarantee.
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•
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The term “Nelnet Servicing System” means the Company’s servicing system.
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•
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The term “Lookup Code Mapping” means loan status descriptions and mapping provided by the Company, attached hereto as Exhibit B.
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•
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The term “Sources” means the following information provided by the Company:
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–
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Lookup Code Mapping;
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–
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Promissory Note; and,
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–
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Note Disbursements Screen, Note Detail 1 Screen, Note Detail 2 Screen, Payment History for Current Principal Balance Screen, Payment History for Loan Status and Interest Rate Screen, Repayment Schedule Screen, Servicing History Screen,
Term Adjustment Screen, BLS Main Screen, and Origination Screen within the Nelnet Servicing System.
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We make no representation regarding the validity, enforceability, or authenticity of such Sources.
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•
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The term “Instructions” means the instructions provided by the Company pertaining to a procedure, attribute, or methodology, as described in Exhibit C.
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•
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The term “Provided Information” means the Sources and Instructions.
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The procedures we were instructed by the Company to perform and the associated findings are as follows:
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1.
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We randomly selected a sample of Student Loans from the Data File, utilizing a confidence level of 95.0%, an expected error rate of 3.0%, and a maximum estimated error occurrence rate (the upper error limit) for each of the attributes
not to exceed 5.0%, as instructed by the Company. The selection criteria resulted in a sample of 361 Student Loans (the “Selected Student Loans,” as listed in Exhibit A attached hereto).
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2.
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For each Selected Student Loan, we compared or recomputed the specified attributes in the Data File listed below to or using the corresponding information included in the Sources, utilizing the Instructions, as applicable. The Specified
Parties indicated that the absence of any of the information in the Sources or the inability to agree the indicated information from the Data File to the Sources for each of the attributes identified, utilizing the Instructions, as
applicable constituted an exception. The Sources information is listed in the order of priority.
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Attribute
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Sources / Instructions
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Disbursement Year
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“Act Disb Date” field on Note Disbursements Screen and Instructions
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Original Principal Balance
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“Orig Note Amt” field on Note Detail 2 Screen
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Current Principal Balance
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“CPB” field on Note Detail 2 Screen, “End CPB” field on Transaction History Screen, and principal payment amounts on Payment History for Current Principal Balance Screen, and Instructions
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Loan Type
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“Loan Type” field on Note Detail 2 Screen
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2
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Attribute
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Sources / Instructions
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Loan Status
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“Status” and “Next Pmt Dt” fields on Note Detail 1 Screen, Servicing History Screen, “NPD” field on Payment History for Loan Status and Interest Rate Screen, Lookup Code Mapping, and
Instructions
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Current Status End Date
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“End Dt of Stat” field on Note Detail 1 Screen, Servicing History Screen, “First Pmt Dt” and “Term” fields on Repayment Schedule Screen, and Instructions
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Remaining Term
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“Remaining Term” field on Note Detail 1 Screen, “Adj Term” field on Term Adjustment Screen, and Instructions
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Interest Rate
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“Interest Rate” field on Note Detail 2 Screen, “Int Rate” and “Eff Dt” fields on Payment History for Loan Status and Interest Rate Screen, and Instructions
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School Code
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“Original School ID” field on Servicing History Screen
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State of Residence
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“Address” field on BLS Main Screen
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Original FICO
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“Borrower – Credit Score” field, “Co-Signer – Credit Score” field, “Co-Maker – Credit Score” field on Origination Screen, and Instructions
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3.
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For each Selected Student Loan, we observed the presence of a signed Promissory Note in the Sources. The Specified Parties indicated that the absence of a signed Promissory Note constituted an exception. We performed no procedures to
assess compliance with regard to any signatory requirements or confirm the authenticity of the signature(s).
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Based on the results of the procedures performed, there is a 95.0% confidence level that the maximum estimated error occurrence rate for each of the attributes across the entire population of
106,176 Student Loans does not exceed 5.0%. Because we are not engaged to express a conclusion, we do not offer a conclusion based on the application of a sampling technique.
We were engaged by the Company to perform this agreed-upon procedures engagement and conducted our engagement in accordance with attestation standards established by the American Institute of
Certified Public Accountants, which involves us performing the specific procedures agreed to and acknowledged above and reporting on findings based on performing those procedures. 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 specified attributes in the 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.
We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements related to our agreed-upon procedures
engagement.
The procedures performed were applied based on the information included in the Data File and Provided Information, without verification or evaluation of such information by us; therefore, we
express no opinion or any other form of assurance regarding (i) the reasonableness of the information provided to us by the Company, (ii)
3
the physical existence of the Student Loans, (iii) the reliability or accuracy of the Provided Information, which was 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 Student Loans to stated underwriting or credit extension guidelines,
standards, criteria or other requirements, (ii) the value of collateral securing any such Student Loans being securitized, (iii) the compliance of the originator of the Student Loans with federal, state, and local laws and regulations, or (iv) any
other factor or characteristic of the Student Loans that would be material to the likelihood that the issuer of the asset-backed securities 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 the nationally recognized statistical rating organizations (“NRSROs”).
The terms of our engagement are such that we have no responsibility to update this report because of events and circumstances that may subsequently occur.
This report is intended solely for the information and use of the Specified Parties. It is not intended to be and should not be used by any other person or entity, including investors or the
NRSROs, who are not identified in the report as the Specified Parties but may have access to this report as required by law or regulation.
/s/ KPMG LLP
Los Angeles, California
September 22, 2021
4
Exhibit A
The Selected Student Loans
|
Selected
Student Loan
Number
|
Student Loan
Number
|
Selected
Student Loan
Number
|
Student Loan
Number
|
Selected
Student Loan
Number
|
Student Loan
Number
|
Selected
Student Loan
Number
|
Student Loan
Number
|
|
1
|
2021D001
|
51
|
2021D051
|
101
|
2021D101
|
151
|
2021D151
|
|
2
|
2021D002
|
52
|
2021D052
|
102
|
2021D102
|
152
|
2021D152
|
|
3
|
2021D003
|
53
|
2021D053
|
103
|
2021D103
|
153
|
2021D153
|
|
4
|
2021D004
|
54
|
2021D054
|
104
|
2021D104
|
154
|
2021D154
|
|
5
|
2021D005
|
55
|
2021D055
|
105
|
2021D105
|
155
|
2021D155
|
|
6
|
2021D006
|
56
|
2021D056
|
106
|
2021D106
|
156
|
2021D156
|
|
7
|
2021D007
|
57
|
2021D057
|
107
|
2021D107
|
157
|
2021D157
|
|
8
|
2021D008
|
58
|
2021D058
|
108
|
2021D108
|
158
|
2021D158
|
|
9
|
2021D009
|
59
|
2021D059
|
109
|
2021D109
|
159
|
2021D159
|
|
10
|
2021D010
|
60
|
2021D060
|
110
|
2021D110
|
160
|
2021D160
|
|
11
|
2021D011
|
61
|
2021D061
|
111
|
2021D111
|
161
|
2021D161
|
|
12
|
2021D012
|
62
|
2021D062
|
112
|
2021D112
|
162
|
2021D162
|
|
13
|
2021D013
|
63
|
2021D063
|
113
|
2021D113
|
163
|
2021D163
|
|
14
|
2021D014
|
64
|
2021D064
|
114
|
2021D114
|
164
|
2021D164
|
|
15
|
2021D015
|
65
|
2021D065
|
115
|
2021D115
|
165
|
2021D165
|
|
16
|
2021D016
|
66
|
2021D066
|
116
|
2021D116
|
166
|
2021D166
|
|
17
|
2021D017
|
67
|
2021D067
|
117
|
2021D117
|
167
|
2021D167
|
|
18
|
2021D018
|
68
|
2021D068
|
118
|
2021D118
|
168
|
2021D168
|
|
19
|
2021D019
|
69
|
2021D069
|
119
|
2021D119
|
169
|
2021D169
|
|
20
|
2021D020
|
70
|
2021D070
|
120
|
2021D120
|
170
|
2021D170
|
|
21
|
2021D021
|
71
|
2021D071
|
121
|
2021D121
|
171
|
2021D171
|
|
22
|
2021D022
|
72
|
2021D072
|
122
|
2021D122
|
172
|
2021D172
|
|
23
|
2021D023
|
73
|
2021D073
|
123
|
2021D123
|
173
|
2021D173
|
|
24
|
2021D024
|
74
|
2021D074
|
124
|
2021D124
|
174
|
2021D174
|
|
25
|
2021D025
|
75
|
2021D075
|
125
|
2021D125
|
175
|
2021D175
|
|
26
|
2021D026
|
76
|
2021D076
|
126
|
2021D126
|
176
|
2021D176
|
|
27
|
2021D027
|
77
|
2021D077
|
127
|
2021D127
|
177
|
2021D177
|
|
28
|
2021D028
|
78
|
2021D078
|
128
|
2021D128
|
178
|
2021D178
|
|
29
|
2021D029
|
79
|
2021D079
|
129
|
2021D129
|
179
|
2021D179
|
|
30
|
2021D030
|
80
|
2021D080
|
130
|
2021D130
|
180
|
2021D180
|
|
31
|
2021D031
|
81
|
2021D081
|
131
|
2021D131
|
181
|
2021D181
|
|
32
|
2021D032
|
82
|
2021D082
|
132
|
2021D132
|
182
|
2021D182
|
|
33
|
2021D033
|
83
|
2021D083
|
133
|
2021D133
|
183
|
2021D183
|
|
34
|
2021D034
|
84
|
2021D084
|
134
|
2021D134
|
184
|
2021D184
|
|
35
|
2021D035
|
85
|
2021D085
|
135
|
2021D135
|
185
|
2021D185
|
|
36
|
2021D036
|
86
|
2021D086
|
136
|
2021D136
|
186
|
2021D186
|
|
37
|
2021D037
|
87
|
2021D087
|
137
|
2021D137
|
187
|
2021D187
|
|
38
|
2021D038
|
88
|
2021D088
|
138
|
2021D138
|
188
|
2021D188
|
|
39
|
2021D039
|
89
|
2021D089
|
139
|
2021D139
|
189
|
2021D189
|
|
40
|
2021D040
|
90
|
2021D090
|
140
|
2021D140
|
190
|
2021D190
|
|
41
|
2021D041
|
91
|
2021D091
|
141
|
2021D141
|
191
|
2021D191
|
|
42
|
2021D042
|
92
|
2021D092
|
142
|
2021D142
|
192
|
2021D192
|
|
43
|
2021D043
|
93
|
2021D093
|
143
|
2021D143
|
193
|
2021D193
|
|
44
|
2021D044
|
94
|
2021D094
|
144
|
2021D144
|
194
|
2021D194
|
|
45
|
2021D045
|
95
|
2021D095
|
145
|
2021D145
|
195
|
2021D195
|
|
46
|
2021D046
|
96
|
2021D096
|
146
|
2021D146
|
196
|
2021D196
|
|
47
|
2021D047
|
97
|
2021D097
|
147
|
2021D147
|
197
|
2021D197
|
|
48
|
2021D048
|
98
|
2021D098
|
148
|
2021D148
|
198
|
2021D198
|
|
49
|
2021D049
|
99
|
2021D099
|
149
|
2021D149
|
199
|
2021D199
|
|
50
|
2021D050
|
100
|
2021D100
|
150
|
2021D150
|
200
|
2021D200
|
Exhibit A
The Selected Student Loans (Cont.)
|
Selected
Student Loan
Number
|
Student Loan
Number
|
Selected
Student Loan Number
|
Student Loan
Number
|
Selected
Student Loan
Number
|
Student Loan
Number
|
Selected
Student Loan
Number
|
Student Loan
Number
|
|
201
|
2021D201
|
242
|
2021D242
|
283
|
2021D283
|
324
|
2021D324
|
|
202
|
2021D202
|
243
|
2021D243
|
284
|
2021D284
|
325
|
2021D325
|
|
203
|
2021D203
|
244
|
2021D244
|
285
|
2021D285
|
326
|
2021D326
|
|
204
|
2021D204
|
245
|
2021D245
|
286
|
2021D286
|
327
|
2021D327
|
|
205
|
2021D205
|
246
|
2021D246
|
287
|
2021D287
|
328
|
2021D328
|
|
206
|
2021D206
|
247
|
2021D247
|
288
|
2021D288
|
329
|
2021D329
|
|
207
|
2021D207
|
248
|
2021D248
|
289
|
2021D289
|
330
|
2021D330
|
|
208
|
2021D208
|
249
|
2021D249
|
290
|
2021D290
|
331
|
2021D331
|
|
209
|
2021D209
|
250
|
2021D250
|
291
|
2021D291
|
332
|
2021D332
|
|
210
|
2021D210
|
251
|
2021D251
|
292
|
2021D292
|
333
|
2021D333
|
|
211
|
2021D211
|
252
|
2021D252
|
293
|
2021D293
|
334
|
2021D334
|
|
212
|
2021D212
|
253
|
2021D253
|
294
|
2021D294
|
335
|
2021D335
|
|
213
|
2021D213
|
254
|
2021D254
|
295
|
2021D295
|
336
|
2021D336
|
|
214
|
2021D214
|
255
|
2021D255
|
296
|
2021D296
|
337
|
2021D337
|
|
215
|
2021D215
|
256
|
2021D256
|
297
|
2021D297
|
338
|
2021D338
|
|
216
|
2021D216
|
257
|
2021D257
|
298
|
2021D298
|
339
|
2021D339
|
|
217
|
2021D217
|
258
|
2021D258
|
299
|
2021D299
|
340
|
2021D340
|
|
218
|
2021D218
|
259
|
2021D259
|
300
|
2021D300
|
341
|
2021D341
|
|
219
|
2021D219
|
260
|
2021D260
|
301
|
2021D301
|
342
|
2021D342
|
|
220
|
2021D220
|
261
|
2021D261
|
302
|
2021D302
|
343
|
2021D343
|
|
221
|
2021D221
|
262
|
2021D262
|
303
|
2021D303
|
344
|
2021D344
|
|
222
|
2021D222
|
263
|
2021D263
|
304
|
2021D304
|
345
|
2021D345
|
|
223
|
2021D223
|
264
|
2021D264
|
305
|
2021D305
|
346
|
2021D346
|
|
224
|
2021D224
|
265
|
2021D265
|
306
|
2021D306
|
347
|
2021D347
|
|
225
|
2021D225
|
266
|
2021D266
|
307
|
2021D307
|
348
|
2021D348
|
|
226
|
2021D226
|
267
|
2021D267
|
308
|
2021D308
|
349
|
2021D349
|
|
227
|
2021D227
|
268
|
2021D268
|
309
|
2021D309
|
350
|
2021D350
|
|
228
|
2021D228
|
269
|
2021D269
|
310
|
2021D310
|
351
|
2021D351
|
|
229
|
2021D229
|
270
|
2021D270
|
311
|
2021D311
|
352
|
2021D352
|
|
230
|
2021D230
|
271
|
2021D271
|
312
|
2021D312
|
353
|
2021D353
|
|
231
|
2021D231
|
272
|
2021D272
|
313
|
2021D313
|
354
|
2021D354
|
|
232
|
2021D232
|
273
|
2021D273
|
314
|
2021D314
|
355
|
2021D355
|
|
233
|
2021D233
|
274
|
2021D274
|
315
|
2021D315
|
356
|
2021D356
|
|
234
|
2021D234
|
275
|
2021D275
|
316
|
2021D316
|
357
|
2021D357
|
|
235
|
2021D235
|
276
|
2021D276
|
317
|
2021D317
|
358
|
2021D358
|
|
236
|
2021D236
|
277
|
2021D277
|
318
|
2021D318
|
359
|
2021D359
|
|
237
|
2021D237
|
278
|
2021D278
|
319
|
2021D319
|
360
|
2021D360
|
|
238
|
2021D238
|
279
|
2021D279
|
320
|
2021D320
|
361
|
2021D361
|
|
239
|
2021D239
|
280
|
2021D280
|
321
|
2021D321
|
||
|
240
|
2021D240
|
281
|
2021D281
|
322
|
2021D322
|
||
|
241
|
2021D241
|
282
|
2021D282
|
323
|
2021D323
|
Note: The Company has assigned a unique Loan ID number to each Student Loan in the Data File. The Student Loan Numbers referred to in this Exhibit are not the Loan ID
numbers.
Exhibit B
Lookup Code Mapping
|
Loan Status per Sources
|
Loan Status per Data File
|
|
Repayment, Loan Mod, Military Repay
|
Repayment Current
|
|
School, Military School
|
In-School
|
|
Disaster Forb
|
Forbearance
|
|
Deferment, Bnkrcy Defer
|
Deferment
|
|
Grace
|
Grace
|
Exhibit C
Instructions
|
Attribute
|
Instructions
|
|
Disbursement Year
|
Compare the “Orig_Vint_Date” field in the Data File to the earliest “Act Disb Date” field on Note Disbursements Screen.
|
|
Current Principal Balance
|
Compare the “Ln_Cur_Bal” field in the Data File to the “CPB” field on Note Detail 2 Screen. In the event the “CPB” field on the Note Detail 2 Screen did not agree with the “Ln_Cur_Bal”
field in the Data File, compare the ”End CPB” field as of the Cutoff Date listed on the Transaction History Screen. In the event the ”End CPB” field as of the Cutoff Date listed on the Transaction History Screen did not agree with the
“Ln_Cur_Bal” field in the Data File, compare the sum of the “CPB” field and all principal payment amounts on Payment History for Current Principal Balance Screen for which the “Prcs Dt” is after the Cutoff Date to the “Ln_Cur_Bal” field in
the Data File.
|
|
Loan Status
|
Compare the “Status” field in the Data File to the “Status” field on the Note Detail 1 Screen based on the Lookup Code Mapping. In the event the “Status” field on the Note Detail 1 Screen
did not agree with the “Status” field in the Data File, compare the Loan Status as of the Cutoff Date listed on the Servicing History Screen. In the event the Loan Status as of the Cutoff Date listed on the Servicing History Screen did not
agree with the “Status” field in the Data File, perform the following procedures:
a) If the “Status” field in the Note Detail 1 Screen was “Loan Mod” and the “Next Pmt Dt” field on
the Note Detail 1 Screen was prior to the Cutoff Date, we were instructed to consider the Loan Status to be Repay_Delinquent.
b) If the “Status” field in the Note Detail 1 Screen was “Repayment,” and the “Next Pmt Dt” on
Note Detail 1 Screen or “NPD” field on Payment History for Loan Status and Interest Rate Screen was prior to the Cutoff Date, we were instructed to consider the Loan Status to be Repay_Delinquent.
|
|
Current Status End Date
|
a) If the Loan Status of the Selected Student Loan was Repayment Current or Repay_Delinquent,
compare the “Curr_Maturity_Date” field in the Data File to the sum of the “First Pmt Dt” field and months in the “Term” field on the Repayment Schedule Screen or to the Current Status End Date as of the Cutoff Date listed on the Servicing
History Screen.
b) If the Loan Status of the Selected Student Loan was In-School, compare the date one day prior
to the “Grace_Begin_Date” field in the Data File to the “End Dt of Stat” field on Note Detail 1 Screen or to the Current Status End Date as of the Cutoff Date listed on the Servicing History Screen.
c) If the Loan Status of the Selected Student Loan was Grace, compare the “Grace_End_DT” field in
the Data File to the “End Dt of Stat” field on Note Detail 1 Screen or to the Current Status End Date as of the Cutoff Date listed on the Servicing History Screen.
d) If the Loan Status of the Selected Student Loan was Deferment or Forbearance, compare the
“Active_Df_En_Date” field in the Data File to the “End Dt of Stat” field
|
Exhibit C
Instructions (Cont.)
|
Attribute
|
Instructions
|
|
on the Note Detail 1 Screen or to the Current Status End Date as of the Cutoff Date listed on the Servicing History Screen.
e) If the Loan Status of the Selected Student Loan was Bankruptcy Deferment, compare the “Active_Df_En_Date” field in the Data File to the Cutoff Date.
|
|
|
Remaining Term
|
Compare the “Mos_Remain_Repay_Status” field in the Data File to (i) the “Remaining Term” field on the Note Detail 1 Screen, or (ii)the ”Adj Term” field on the Term Adjustment Screen.
|
|
Interest Rate
|
Compare the “Drvd_Ln_Rate” field in the Data File to the “Interest Rate” field on the Note Detail 2 Screen. In the event the “Interest Rate” field on Note Detail 2 Screen did not agree
with the “Drvd_Ln_Rate” field in the Data File, compare “Int Rate” field which corresponding “Eff Dt” field was Cutoff Date on Payment History for Loan Status and Interest Rate Screen to the “Drvd_Ln_Rate” field in the Data File.
|
|
Original FICO
|
a) Compare the “Borr_Fico” field in the Data File to the “Borrower – Credit Score” field on the
Origination Screen. If the “Borr_Fico” field in the Data File did not agree with the “Borrower – Credit Score” field on the Origination Screen, compare the “Cos1_Fico” field in the Data File to the “Co-Signer – Credit Score” field on the
Origination Screen. If the “Cos1_Fico” field in the Data File did not agree with the“Co-Signer – Credit Score” field on the Origination Screen, compare the “Cos2_Fico” field in the Data File with the “Co-Maker – Credit Score” field on the
Origination Screen.
b) If the “Cos2_Fico” field in the Data File was blank, consider the field to be equal to zero.
c) Do not consider an Original FICO value of zero to be an exception.
|