Independent Accountants’ Agreed-Upon Procedures Report

Nelnet, Inc. (the “Company”)

BMO Capital Markets Corp.

(together, the “Specified Parties”)

Re: Nelnet Student Loan Trust 2023-PL1 – Data File Procedures

We have performed the procedures described below on the specified attributes in an electronic data file entitled “NSLT_2023_2_202308_v2.xlsx” provided by the Company on October 5, 2023, containing information on 24,590 student loans (the “Student Loans”) as of August 31, 2023 (the “Data File”), which we were informed are intended to be included as collateral in the offering by Nelnet Student Loan Trust 2023-PL1. 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 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 were within $1.00, percentages were within 0.1%, and Graduation Date was within 1 day.

 

•

The term “Nelnet Servicing System” means the Company’s servicing system.

 

•

The term “Cutoff Date” means August 31, 2023.

 

•

The term “Sources” means the following information provided by the Company:

 

•

Loan status and loan type descriptions and mapping provided by the Company, attached hereto as Exhibit B (the “Lookup Code Mapping”)

 

 

•

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, Transaction History Screen, BLS Main Screen, and Origination Screen within the Nelnet Servicing System

 

•

Two electronic data files entitled “Parti ID—FICO.xlsx” and “FICO—All.xlsx” provided by the Company on October 3, 2023, containing information on Borrower FICO and Cosigner FICO (the “FICO Lookup Files”)

 

•

A screenshot of the Company’s SQL system, provided by the Company on October 11, 2023, containing information on Schools Codes for certain Selected Student Loans (defined below) with a “loan_type” field in the Data File of “USBALT,” “USBUSB,” or “BRZNM,” for which the Company informed us that the School Code is not required to be updated in the Nelnet Servicing System if the borrower changed schools (the “School Code System Screenshot”)

We make no representation regarding the validity, enforceability, or authenticity of such Sources.

 

•

The term “Instructions” means the instructions provided by the Company pertaining to a procedure, attribute, or methodology, as described in Exhibit C.

 

•

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

Prior to being provided the Data File, we received one or more earlier versions of the data file on which to perform our procedures. In performing those procedures, we identified differences which were communicated to the Specified Parties. The Data File represents the revised information reflecting resolution of differences communicated as determined appropriate by the Specified Parties. We performed the procedures on the Data File, and the results of those procedures are reflected herein.

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

 

A.

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 360 Student Loans (the “Selected Student Loans,” as listed in Exhibit A attached hereto).

 

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
State of Residence		“Address” field on BLS Main Screen
Loan Status		“Status” and “Next Pmt Dt” fields on Note Detail 1 Screen, Servicing History Screen, “Status” and “NPD” fields on Payment History for Loan Status and Interest Rate Screen, Lookup Code Mapping, and Instructions
Remaining Term		“Remaining Term” field on Note Detail 1 Screen, “Adj Term” field on Term Adjustment Screen, “Term” and “Proc Dt” fields on Repayment Schedule Screen, and Instructions

 

2

 

Attribute		Sources / Instructions
Interest Rate		“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
Current Principal Balance		“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
Loan Type		“Loan Program” field on Note Detail 1 Screen, Lookup Code Mapping, and Instructions
Origination Date		Note Disbursements Screen
Original FICO		FICO Lookup Files, Instructions
Cosigner FICO		FICO Lookup Files, Instructions
Maturity Date		“Maturity date” field on Repayment Schedule Screen, Instructions
Account Identification No.		“Note ID” field on Note Detail 1 Screen
Original Principal Balance		“Orig Note Amt” field on Note Detail 2 Screen
Repayment Begin Date		“Repay Cnvt Dt” on Note Detail 1 Screen, Instructions
School Code		“School/Name” field on Note Detail 2 Screen, School Code System Screenshot, Instructions
Graduation Date		“Grad Date” field on Note Detail 1 Screen

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 24,590 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) 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.

 

3

 

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

October 19, 2023

 

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		2023P001		51		2023P051		101		2023P101		151		2023P151
2		2023P002		52		2023P052		102		2023P102		152		2023P152
3		2023P003		53		2023P053		103		2023P103		153		2023P153
4		2023P004		54		2023P054		104		2023P104		154		2023P154
5		2023P005		55		2023P055		105		2023P105		155		2023P155
6		2023P006		56		2023P056		106		2023P106		156		2023P156
7		2023P007		57		2023P057		107		2023P107		157		2023P157
8		2023P008		58		2023P058		108		2023P108		158		2023P158
9		2023P009		59		2023P059		109		2023P109		159		2023P159
10		2023P010		60		2023P060		110		2023P110		160		2023P160
11		2023P011		61		2023P061		111		2023P111		161		2023P161
12		2023P012		62		2023P062		112		2023P112		162		2023P162
13		2023P013		63		2023P063		113		2023P113		163		2023P163
14		2023P014		64		2023P064		114		2023P114		164		2023P164
15		2023P015		65		2023P065		115		2023P115		165		2023P165
16		2023P016		66		2023P066		116		2023P116		166		2023P166
17		2023P017		67		2023P067		117		2023P117		167		2023P167
18		2023P018		68		2023P068		118		2023P118		168		2023P168
19		2023P019		69		2023P069		119		2023P119		169		2023P169
20		2023P020		70		2023P070		120		2023P120		170		2023P170
21		2023P021		71		2023P071		121		2023P121		171		2023P171
22		2023P022		72		2023P072		122		2023P122		172		2023P172
23		2023P023		73		2023P073		123		2023P123		173		2023P173
24		2023P024		74		2023P074		124		2023P124		174		2023P174
25		2023P025		75		2023P075		125		2023P125		175		2023P175
26		2023P026		76		2023P076		126		2023P126		176		2023P176
27		2023P027		77		2023P077		127		2023P127		177		2023P177
28		2023P028		78		2023P078		128		2023P128		178		2023P178
29		2023P029		79		2023P079		129		2023P129		179		2023P179
30		2023P030		80		2023P080		130		2023P130		180		2023P180
31		2023P031		81		2023P081		131		2023P131		181		2023P181
32		2023P032		82		2023P082		132		2023P132		182		2023P182
33		2023P033		83		2023P083		133		2023P133		183		2023P183
34		2023P034		84		2023P084		134		2023P134		184		2023P184
35		2023P035		85		2023P085		135		2023P135		185		2023P185
36		2023P036		86		2023P086		136		2023P136		186		2023P186
37		2023P037		87		2023P087		137		2023P137		187		2023P187
38		2023P038		88		2023P088		138		2023P138		188		2023P188
39		2023P039		89		2023P089		139		2023P139		189		2023P189
40		2023P040		90		2023P090		140		2023P140		190		2023P190
41		2023P041		91		2023P091		141		2023P141		191		2023P191
42		2023P042		92		2023P092		142		2023P142		192		2023P192
43		2023P043		93		2023P093		143		2023P143		193		2023P193
44		2023P044		94		2023P094		144		2023P144		194		2023P194
45		2023P045		95		2023P095		145		2023P145		195		2023P195
46		2023P046		96		2023P096		146		2023P146		196		2023P196
47		2023P047		97		2023P097		147		2023P147		197		2023P197
48		2023P048		98		2023P098		148		2023P148		198		2023P198
49		2023P049		99		2023P099		149		2023P149		199		2023P199
50		2023P050		100		2023P100		150		2023P150		200		2023P200

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		2023P201		242		2023P242		283		2023P283		324		2023P324
202		2023P202		243		2023P243		284		2023P284		325		2023P325
203		2023P203		244		2023P244		285		2023P285		326		2023P326
204		2023P204		245		2023P245		286		2023P286		327		2023P327
205		2023P205		246		2023P246		287		2023P287		328		2023P328
206		2023P206		247		2023P247		288		2023P288		329		2023P329
207		2023P207		248		2023P248		289		2023P289		330		2023P330
208		2023P208		249		2023P249		290		2023P290		331		2023P331
209		2023P209		250		2023P250		291		2023P291		332		2023P332
210		2023P210		251		2023P251		292		2023P292		333		2023P333
211		2023P211		252		2023P252		293		2023P293		334		2023P334
212		2023P212		253		2023P253		294		2023P294		335		2023P335
213		2023P213		254		2023P254		295		2023P295		336		2023P336
214		2023P214		255		2023P255		296		2023P296		337		2023P337
215		2023P215		256		2023P256		297		2023P297		338		2023P338
216		2023P216		257		2023P257		298		2023P298		339		2023P339
217		2023P217		258		2023P258		299		2023P299		340		2023P340
218		2023P218		259		2023P259		300		2023P300		341		2023P341
219		2023P219		260		2023P260		301		2023P301		342		2023P342
220		2023P220		261		2023P261		302		2023P302		343		2023P343
221		2023P221		262		2023P262		303		2023P303		344		2023P344
222		2023P222		263		2023P263		304		2023P304		345		2023P345
223		2023P223		264		2023P264		305		2023P305		346		2023P346
224		2023P224		265		2023P265		306		2023P306		347		2023P347
225		2023P225		266		2023P266		307		2023P307		348		2023P348
226		2023P226		267		2023P267		308		2023P308		349		2023P349
227		2023P227		268		2023P268		309		2023P309		350		2023P350
228		2023P228		269		2023P269		310		2023P310		351		2023P351
229		2023P229		270		2023P270		311		2023P311		352		2023P352
230		2023P230		271		2023P271		312		2023P312		353		2023P353
231		2023P231		272		2023P272		313		2023P313		354		2023P354
232		2023P232		273		2023P273		314		2023P314		355		2023P355
233		2023P233		274		2023P274		315		2023P315		356		2023P356
234		2023P234		275		2023P275		316		2023P316		357		2023P357
235		2023P235		276		2023P276		317		2023P317		358		2023P358
236		2023P236		277		2023P277		318		2023P318		359		2023P359
237		2023P237		278		2023P278		319		2023P319		360		2023P360
238		2023P238		279		2023P279		320		2023P320
239		2023P239		280		2023P280		321		2023P321
240		2023P240		281		2023P281		322		2023P322
241		2023P241		282		2023P282		323		2023P323

 

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

 

Loan Status per Sources		Loan Status per Data File
School, School Monthly, Deferment Schl		School
Repayment		Repayment
Grace		Grace
Forbearance		Forbearance

Loan Type

 

Loan Type per Sources		Loan Type per Data File
ACAP2, ACAP1, BRZNM		BRAZOS
UFIGRD		U-Fi Graduate
UFIRL		U-Fi Refinance
UFIUGR		U-Fi Undergraduate
USBALT, USBUS6, USBU34, USBFGH, USBUSB, USBUS5, USBUS9, USB5		US Bank Private Loans

Exhibit C

Instructions

 

Attribute		Instructions
Loan Status		Compare to 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 to the Loan Status as of the Cutoff Date listed on the Servicing History Screen.
Remaining Term		Compare to the “payremain” field in the Data File to (i) the “Remaining Term” field on the Note Detail 1 Screen, or (ii) the “Term” field on the Repayment Schedule Screen.
Interest Rate		Compare to the “interest_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 “interest_rate” field in the Data File, compare to the “Int Rate” field and corresponding “Eff Dt” field as of the Cutoff Date on the Payment History for Loan Status and Interest Rate Screen.
Current Principal Balance		Compare to the “pbo” 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 “pbo” field in the Data File, compare to 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 “pbo” field in the Data File, compare to 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 “pbo” field in the Data File.
Loan Type		Compare to the “loan_type” field in the Data File to the “Loan Program” field on the Note Detail 1 Screen based on the Lookup Code Mapping.
Original FICO		Compare to the “borrower_Fico” field in the Data File to Borrower FICO score in the FICO Lookup Files.
Cosigner FICO		Compare to the “cosigner_Fico” field in the Data File to Cosigner FICO score in the FICO Lookup Files.
Maturity Date		Compare to the “maturitydate” field in the Data File to the “Maturity Date” field on the Repayment Schedule Screen. In the event the “Maturity Date” field on the Repayment Schedule Screen did not agree with the “maturitydate” field in the Data File, compare to the sum of the “First Pmt Dt” field and “Term” field on the Repayment Schedule Screen.

Attribute		Instructions
Repayment Begin Date		If the Loan Status of the Selected Student Loan is in Grace or School, compare to the “repay_start_dt” field in the Data File to six months after the “Grad Date” field on the Note Detail 2 Screen.
School Code		Compare to the “schoolid” field in the Data File to the first six digits of the “School/Name” field on the Note Detail 2 Screen. In the event the first six digits of the “School/Name” field on the Note Detail 2 Screen did not agree with the “schoolid” field in the Data File and the “loan_type” field in the Data File is “USBALT,” “USBUSB,” and “BRZNM,” compare to the School Code System Screenshot.   We found that the School Codes for Selected Student Loans #155 and #166 listed in the Data File did not agree with the “School/Name” field on the Note Detail 2 Screen. The borrowers changed schools, effective August 21, 2023, but the updated information was not available to the Company until September 11, 2023, and September 18, 2023, respectively. As the updated information was not available until after the Cutoff Date, these variances are not considered exceptions.