Independent Accountants’ Agreed‑Upon Procedures Report

 

Santiago Sponsor, LLC and
Santiago Holdings, LP (together, the “Company”)
BofA Securities, Inc. (the “Structuring Agent”)
Barclays Capital Inc.
Citigroup Global Markets Inc.
Mizuho Securities USA LLC
SMBC Nikko Securities America, Inc.
(together, the “Specified Parties”)

 

Re: Nelnet Student Loan Trust 2025-C – Data File Procedures

 

We have performed the procedures described below on the specified attributes in an electronic data file entitled “NELNSD40.DAT_20250819_020602.txt” provided by the Company on August 22, 2025, containing information on 668,420 student loans (the “Student Loans”) as of August 18, 2025 (the “Data File”), of which we were informed 174,929 Student Loans (the “NSLT 2025-C Data File”) are intended to be included as collateral in the offering of Nelnet Student Loan Trust 2025-C. 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 and percentages were within $1.00 and 0.1%, respectively.

•	The term “Nelnet Servicing System” means Nelnet, Inc.’s (“Nelnet”) servicing system for Student Loans serviced by Nelnet.

•

The term “Eligible Student Loans List” means an electronic data file entitled “NSLT 2025-C Eligible Loans 20250816 Cutoff - Run 20250822.xlsx” provided by the Structuring Agent on August 22, 2025, on behalf of the Company, containing Borrower and Loan ID’s for 415,617 Student Loans in the Data File that are eligible to be securitized.

•	The term “Loan Status Mapping” means loan status descriptions and mapping provided by Nelnet, on behalf of the Company, attached hereto as Exhibit B.

•	The term “Sources” means the following information provided by Nelnet, on behalf of the Company:

−

Loan Status Mapping;

−

Promissory Note; and,

−

Note Disbursements Screen, Note Detail 1 Screen, Note Detail 2 Screen, Payment History for Loan Status and Interest Rate Screen, Note Repayment Schedule History Screen, Transaction History Screen, BLS Main Screen, BLS Transaction History Screen, BLS Servicing History Screen, and Origination Screen within the Nelnet Servicing System.

We make no representation regarding the validity, enforceability, or authenticity of such Sources or the execution of these documents by the borrower.

 

•	The term “Instructions” means the instructions provided by Nelnet, on behalf of the Company, pertaining to a procedure, attribute, or methodology, as described in the table in the procedures section below.

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

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

 

A.

We were instructed by the Structuring Agent to randomly select a sample of 340 Student Loans from the Eligible Student Loans List with an “In Current Pool” value equal to 1 and to randomly select another sample of 21 Student Loans from the Eligible Student List with an “In Current Pool” value equal to 0. The selection criteria resulted in a sample of 361 Student Loans (the “Selected Student Loans,” as listed in Exhibit A attached hereto), of which 340 of the Selected Student Loans are included in the NSLT 2025-C Data File. For purposes of this procedure, the Company did not inform us of the basis they used to determine the number of Student Loans we were instructed to randomly select from the Eligible Student Loans List.

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 until agreed.

We found such information to be in agreement.

 

C.

For each Selected Student Loan, we observed the presence of a signed Promissory Note. 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).

We found such information to be present.

 

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.

 

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
Irvine, California
September 4, 2025

Exhibit A

The Selected Student Loans

 

Exhibit A

The Selected Student Loans (Cont.)

Note: The Company has assigned a unique Student Loan ID number to each Student Loan in the Data File. The Student Loan Numbers referred to in this Exhibit are not the actual Student Loan ID numbers.

 

(*) This Selected Student Loan was not included in the NSLT 2025-C Data File.

 

Exhibit B

Loan Status Mapping

 

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