EX-99.1 2 d796659dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

LOGO

KPMG LLP

Suite 700

20 Pacifica

Irvine, CA 92618-3391

Independent Accountants’ Agreed-Upon Procedures Report

Tilden Park Investment Master Fund LP (the “Company”)

Tilden Park Master Holdings I LP (together with the Company, the “Responsible Parties”)

Atlas SP Securities, a division of Apollo Global Securities, LLC (the “Structuring Agent”)

Atlas SP Partners, L.P.

Barclays Capital Inc.

(together, the “Specified Parties”)

Re: Ascent Education Funding Trust 2024-A – Data File Procedures

We have performed the procedures described below on the specified attributes in an electronic data file entitled “Tilden Park_20240131_Deliverable_s.xlsx” provided by the Structuring Agent on February 20, 2024, on behalf of the Responsible Parties, containing information on 18,248 student loans (the “Student Loans”) as of January 31, 2024 (the “Data File”), which we were informed are intended to be included as collateral in the offering by Ascent Education Funding Trust 2024-A. The Responsible Parties are responsible for the specified attributes identified by the Responsible Parties in the Data File.

The Specified Parties have agreed to and acknowledged that the procedures performed are appropriate to meet their 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:

 

   

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.

 

   

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.

 

   

The term “reporting threshold” means that dollar amounts and percentages were within $1.00 and 0.01%, respectively.

 

   

The term “Cutoff Date” means January 31, 2024.

 

   

The term “Origination System” means the loan origination system maintained by the Ascent Funding, LLC (the “Master Servicer”).

 

  

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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The term “Servicing System” means the loan servicing system maintained by Launch Servicing, LLC (the “Servicer”).

 

   

The term “Sources” means the following information related to each Selected Student Loan (defined below), provided by the Master Servicer, on behalf of the Responsible Parties, or that we accessed through the Servicing System:

 

   

Documents from the Origination System: Promissory Note, Truth-in-Lending Disclosure Statement, and Credit Reports of the Borrower and Cosigner;

 

   

Screens from the Servicing System: Loan Information, Transaction History (Exclude Reversals), Transaction History - Reversals, Incentives History, Deferments / Forbearances, and Address History;

 

   

Servicing Billing Statement from Servicing System;

 

   

Screenshot from the Origination System that shows disbursement details for Selected Student Loan #84 (the “Disbursement Details”); and,

 

   

An article we retrieved from https://www.utica.edu/news-events/news/ utica-college-now-utica-universit y, as instructed by the Master Servicer on behalf of the Responsible Parties, detailing the updated Origination School name for Selected Student Loan #90 (the “Updated School Name”).

The Sources were represented by the Responsible Parties to be copies of the original documents or electronic records contained within the Origination System or Servicing System.

 

   

The term “Instructions” means the instructions provided by the Master Servicer, on behalf of the Responsible Parties, pertaining to a procedure, attribute, or methodology, as described in the procedures below.

 

   

The term “Provided Information” means the Cutoff Date, Sources, and Instructions.

The procedures we were instructed by the Responsible Parties to perform and the associated findings are as follows:

 

A.

As instructed by the Structuring Agent, on behalf of the Responsible Parties, we randomly selected a sample of 150 Student Loans (the “Selected Student Loans”) from the 18,221 Student Loans with an entry of “1” in the “EligibleforSecuritization field” in the Data File. A listing of the Selected Student Loans is attached hereto as Exhibit A. For purposes of this procedure, the Responsible Parties did not inform us of the basis they used to determine the number of Student Loans we were instructed to randomly select from the Data File.

 

B.

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 are listed in the order of priority.

 

Attribute

  

Sources / Instructions

Loan Client ID    CommonLine Unique ID on Loan Information screen
Application ID    Loan Number on Promissory Note, and Account Number on Truth-in-Lending Disclosure Statement
Original Principal Balance    Total Loan Amount on Truth-in-Lending Disclosure Statement or Total of disbursements on Transaction History (Exclude Reversals) screen

 

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Attribute

  

Sources / Instructions

   For Selected Student Loan #84, the Original Principal Balance in the Data File was $2,500, and the Total Loan Amount on Truth-in-Lending Disclosure Statement was $5,000. The Master Servicer, on behalf of the Responsible Parties, informed us that part of the loan was canceled after one disbursement. As the loan was disbursed by a third party originator before being transferred to the Servicing System, the Disbursement Details showed a disbursement amount of $1,879, which the Master Servicer, on behalf of the Responsible Parties, explained was after a partial refund of $621. We compared the Original Principal Balance to the sum of the disbursement amount in the Disbursement Details and the refund amount appearing on the Transaction History (Exclude Reversals) screen.
Current Principal Balance    Current Loan Balance on Loan Information screen or Ending Principal Balance as of the Cutoff Date on Transaction History-Reversals screen
Loan Type (Fixed/ Variable)    Promissory Note
Index    Truth-in-Lending Disclosure Statement
Margin    For Selected Student Loans with Loan Type “Fixed,” the interest rate on Truth-in-Lending Disclosure Statement
   For Selected Student Loans with Loan Type “Variable,” the margin on Truth-in-Lending Disclosure Statement
ACH Incentive    Total Incentive Discount on Loan Information screen, Discount as of the Cutoff Date on the Incentives History screen
Loan Status    Consider the Loan Status to be:
  

•  “IN” if the Cutoff Date was before the Grad Date on the Loan Information screen,

  

•  “GR” if the Cutoff Date was after the Grad Date and before the Repayment Begin Date on the Loan Information screen,

  

•  “RP” if the Cutoff Date was after the Repayment Begin Date on the Loan Information screen,

  

•  “FO” if the Cutoff Date was after the Repayment Begin Date on the Loan Information screen, and the Deferment Type on Deferments / Forbearances screen indicated “HRDSHPFORB” as of the Cutoff Date, or

  

•  “DE” if the Cutoff Date was after the Repayment Begin Date on the Loan Information screen, and the Deferment Type on Deferments / Forbearances screen indicated “INSCH_INT_RESID” as of the Cutoff Date.

Loan Status - Morphed    Compare to Loan Status in the Data File. If Loan Status is “RP” and Repayment Type is not “Level,” then consider the information to be in agreement if Loan Status-Morphed was “IN.”
Repayment Type    For Selected Student Loans with Loan Status-Morphed “RP,” consider the information to be in agreement if the Repayment Type is “Level.” For other Selected Student Loans, compare to Current Repayment Schedule on Loan Information screen.

 

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Attribute

  

Sources / Instructions

Deferment Grace End Date    Consider the information to be in agreement if:
  

•   Loan Status is “RP” and Deferment Grace End Date is blank in the Data File,

  

•   Loan Status is “IN” or “GR” and Deferment Grace End Date is the day preceeding the Repayment Begin Date on Loan Information screen, or

  

•   Loan Status is “FO” or “DE” and Deferment Grace End Date is the last Grace End Date record before the Cutoff Date that appeared on the Deferments / Forbearances screen.

Loan State    Promissory Note or Address History screen
First Disbursement Date    The first Disbursement Date on Transaction History (Exclude Reversals) screen or the Original First Disbursement Date on Loan Information screen
Remaining Term (months)    Payment Remaining on Loan Information screen, plus the number of principal payments made after the Cutoff Date, if any, appearing on the Transaction History (Exclude Reversals) screen, or Servicing Billing Statement.
   For Selected Student Loan #34, the Repayment Term (months) in the Data File was 166. The Payment Remaining on Loan Information screen was 1. We noted only one payment after the Cutoff Date appearing on the Transaction History (Exclude Reverals) screen. The Master Servicer, on behalf of the Responsible Parties, explained that this payment had brought the loan balance to below the required monthly payment, and as such, the Payment Remaining on Loan Information screen was 1. We compared the Repayment Term (months) in the Data File to the Repayment Term Remaining on Servicing Billing Statement dated February 3, 2024 (before the payment described above was made).
Borrower FICO    Credit Report of Borrower
Cosigner FICO    Credit Report of Cosigner
Origination School    Promissory Note or Loan Information screen. Differences related to spelling of name of campus or college in the school are not considered exceptions.
Origination Program Type    Program type corresponding to the Origination School appearing on the website https://nces.ed.gov/globallocator
   For Selected Student Loan #90, the Master Servicer, on behalf of the Responsible Parties, informed us that the Origination School name appearing on the Promissory Note was renamed on February 16, 2022. We compared the Origination Program Type to the program type corresponding to the Updated School Name appearing on the website https://nces.ed.gov/globallocator.
Origination School Type    School type corresponding to the Origination School appearing on the website https://nces.ed.gov/globallocator

 

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Attribute

  

Sources / Instructions

   For Selected Student Loan #90, the Master Servicer, on behalf of the Responsible Parties, informed us that the Origination School name appearing on the Promissory Note was renamed on February 16, 2022. We compared the Origination School Type to the school type corresponding to the Updated School Name appearing on the website https://nces.ed.gov/globallocator.

 

C.

For each Selected Student Loan, we observed the presence of the borrower’s and co-signer’s signatures on the Promissory Note. We performed no procedures to assess compliance with any signatory requirements or confirm the authenticity of the signatures.

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 Responsible Parties 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 Responsible Parties or the Master Servicer, on behalf of the Responsible Parties, (ii) 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 notes 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

Irvine, California

March 27, 2024

 

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Exhibit A - The Selected Student Loans

 

Selected Student

Loan #

   Student Loan
Number*
   Selected Student
Loan #
   Student Loan
Number*
   Selected Student
Loan #
   Student Loan
Number*

1

   20241001    51    20241051    101    20241101

2

   20241002    52    20241052    102    20241102

3

   20241003    53    20241053    103    20241103

4

   20241004    54    20241054    104    20241104

5

   20241005    55    20241055    105    20241105

6

   20241006    56    20241056    106    20241106

7

   20241007    57    20241057    107    20241107

8

   20241008    58    20241058    108    20241108

9

   20241009    59    20241059    109    20241109

10

   20241010    60    20241060    110    20241110

11

   20241011    61    20241061    111    20241111

12

   20241012    62    20241062    112    20241112

13

   20241013    63    20241063    113    20241113

14

   20241014    64    20241064    114    20241114

15

   20241015    65    20241065    115    20241115

16

   20241016    66    20241066    116    20241116

17

   20241017    67    20241067    117    20241117

18

   20241018    68    20241068    118    20241118

19

   20241019    69    20241069    119    20241119

20

   20241020    70    20241070    120    20241120

21

   20241021    71    20241071    121    20241121

22

   20241022    72    20241072    122    20241122

23

   20241023    73    20241073    123    20241123

24

   20241024    74    20241074    124    20241124

25

   20241025    75    20241075    125    20241125

26

   20241026    76    20241076    126    20241126

27

   20241027    77    20241077    127    20241127

28

   20241028    78    20241078    128    20241128

29

   20241029    79    20241079    129    20241129

30

   20241030    80    20241080    130    20241130

31

   20241031    81    20241081    131    20241131

32

   20241032    82    20241082    132    20241132

33

   20241033    83    20241083    133    20241133

34

   20241034    84    20241084    134    20241134

35

   20241035    85    20241085    135    20241135

36

   20241036    86    20241086    136    20241136

37

   20241037    87    20241087    137    20241137

38

   20241038    88    20241088    138    20241138

39

   20241039    89    20241089    139    20241139

40

   20241040    90    20241090    140    20241140

41

   20241041    91    20241091    141    20241141

42

   20241042    92    20241092    142    20241142

43

   20241043    93    20241093    143    20241143

44

   20241044    94    20241094    144    20241144

45

   20241045    95    20241095    145    20241145

46

   20241046    96    20241096    146    20241146

47

   20241047    97    20241097    147    20241147

48

   20241048    98    20241098    148    20241148

49

   20241049    99    20241099    149    20241149

50

   20241050    100    20241100    150    20241150

 

*

The Responsible Parties have assigned a unique Loan Client ID to each Student Loan in the Data File. The Student Loan Numbers referred to in this Exhibit are not the Responsible Parties’ Loan Client ID’s.