Exhibit 99.1

 

Independent Accountants’ Report on Applying Agreed-Upon Procedures

Sunrun Inc. (the “Company”)

Credit Suisse Securities (USA) LLC

(together, the “Specified Parties”)

 

Re:	Sunrun Athena Issuer 2018-1, LLC, Solar Asset Backed Notes, Series 2018-1 (the “Notes”) – Data File Procedures

We have performed the procedures described below, which were agreed to by the Specified Parties, on specified attributes identified by the Company in an electronic data file entitled “Sunrun Athena 2018-1 – Final (2018.08.02).xlsx,” provided by the Company on August 30, 2018, containing certain information related to a pool of 34,828 solar assets (“Solar Assets”) as of August 2, 2018 (the “Preliminary Data File”), which we were informed are intended to be included as collateral in the offering of the Notes. The Company is responsible for the specified attributes in the Preliminary Data File. The sufficiency of these procedures is solely the responsibility of the Specified Parties. Consequently, we make no representation regarding the sufficiency of the procedures described below either for the purpose for which this report has been requested or for any other purpose.

Unless otherwise noted, 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 attributable to rounding.

 

•

The term “rounding” means that dollar amounts and percentages were within $1.00 and 0.1%, respectively.

 

•

The term “Solar Asset Contract” means the solar power purchase agreement, solar lease agreement, solar facility addendum contract and amendment, and/or change order documentation thereto.

 

•

The term “FICO Schedule” means screenshots of the FICO score associated with each Selected Asset (defined below) from the Company’s Salesforce reports.

 

•

The term “ACH Schedule” means screenshots of the billing methodology associated with each Selected Asset from the Company’s Salesforce reports.

 

•

The term “Source Documents” means the following information sources provided by the Company for each of the Selected Assets:

 

–

Solar Asset Contract

 

–

FICO Schedule

 

–

ACH Schedule

 

–

Permission To Operate (“PTO”) Notification (“PTO Notification”)

 

–

Servicing System

 

–

Engineering, Procurement and Construction Agreement (“EPC Agreement”)

 

–

Installment Plan

 

–

Performance Based Incentive Contract (“PBI Contract”)

 

–

An electronic file containing information on the projected PTO date (“Projected PTO Schedule”) related to 11 of the Selected Assets (Selected Asset Numbers: 107, 114, 119, 126, 131, 158, 172, 206, 231, 235, and 238), which had not yet reached their respective PTO date at the time the agreed-upon procedures were performed.

 

A.	We were instructed by the Company to randomly select 300 Solar Assets from the Preliminary Data File (the “Selected Assets”) using the following criteria:

 

(i)

Select 280 Solar Assets originated using the Company’s form of the Solar Asset Contract as identified by a “Y” in the “Sunrun Originated Assets” field in the Preliminary Data File; and,

 

(ii)

Select 20 Solar Assets originated using a third party’s form of Solar Asset Contract as identified by an “N” in the “Sunrun Originated Assets” field in the Preliminary Data File.

A listing of the Selected Assets is attached hereto as Exhibit A. For purposes of this procedure, the Company did not inform us as to the basis for how they determined the number of Solar Assets we were instructed to randomly select from the Preliminary Data File.

 

B.

For each Selected Asset, we compared the attributes listed below in the Preliminary Data File to the corresponding information appearing on or derived from the Source Documents. The Specified Parties indicated that the absence of any of the specified Source Documents or the inability to agree the indicated information from the Preliminary Data File to the Source Documents, utilizing instructions provided by the Company (as applicable) indicated below, for each of the specified attributes indicated below, constituted an exception. The Source Documents are listed in the order of priority until such attribute was agreed.

 

Attribute		Source Documents/Instructions
Contract ID		Servicing System
State of Contract		Solar Asset Contract
Product Type		Solar Asset Contract
Zip Code		Solar Asset Contract
In-Service Date (PTO Date)		PTO Notification   We were instructed by the Company to use the Projected PTO Schedule for Selected Asset Numbers: 107, 114, 119, 126, 131, 158, 172, 206, 231, 235, and 238, as they had not reached their respective PTO date at the time the agreed-upon procedures were performed.   For purposes of this procedure, the Company instructed us to consider the PTO Date to be in agreement if it was within 1 day.
System Size (kW)		EPC Agreement, Installment Plan
Electrical Utility		PTO Notification, Solar Asset Contract

 

2

Attribute		Source Documents/Instructions
Original Term (months)		Solar Asset Contract
Monthly Payment		Solar Asset Contract
FICO Score		FICO Schedule
Contract Type		Solar Asset Contract
Customer Upfront Payment ($)		Solar Asset Contract
First Payment Due Date		The Company instructed us to recompute as “In-Service Date (PTO Date)” plus 2 months.
Last Payment Due Date		The Company instructed us to recompute as “First Payment Due Date” plus “Original Term.”
Payment Frequency		Solar Asset Contract
# of Months Since PTO (Seasoning)		The Company instructed us to recompute as the difference between “In-Service Date (PTO Date)” and the cut-off date of August 2, 2018.
Remaining Term of Contract (months)		The Company instructed us to recompute as the difference between “Original Term” and “# of Months Since PTO (Seasoning).”
Price per kWh		Solar Asset Contract   In the event the “Contract Type” was listed as ”Balanced,” we were instructed by the Company to recompute as the product of “Monthly Payment” multiplied by 12, divided by the “Contracted Annual Production (kWh).”
Monthly Payment / Price per kWh Escalator (%)		Solar Asset Contract
Contracted Annual Production (kWh)		Solar Asset Contract
Stepdown Product Flag (Y/N)		Servicing System
Monthly Payment After Stepdown($)		Servicing System   We were instructed by the Company to only perform this procedure if the Stepdown Product Flag was “Y.”
Total Guaranteed Production (kWh)		Solar Asset Contract
Contracted Generation Guaranteed (%)		Solar Asset Contract
Performance Guarantee Method (PeGu)		Solar Asset Contract
ACH Payment (Y/N)		ACH Schedule
Installer		EPC Agreement, Installment Plan

 

3

Attribute		Source Documents/Instructions
Solar Panel Manufacturer		EPC Agreement, Installment Plan
Inverter Manufacturer		EPC Agreement, Installment Plan
Battery Manufacturer		EPC Agreement, Installment Plan
Performance Based Incentive (PBI) Rate		PBI Contract
Performance Based Incentive (PBI) Term		PBI Contract
Sunrun Originated Asset (Y/N)		Solar Asset Contract

We found the information listed in the Preliminary Data File to be in agreement with the corresponding information in the respective Source Documents, except as listed in Exhibit B attached hereto.

There were no conclusions that resulted from the procedures.

This agreed-upon procedures engagement was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. 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 Preliminary 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 to you.

The procedures performed were applied based on the information indicated in the Preliminary Data File Source Documents, and instructions and methodologies provided by the Company, without verification or evaluation of such information, instructions, and methodologies by us; therefore, we express no opinion or any other form of assurance regarding (i) the reasonableness of the information, instructions, or methodologies provided to us by the Company, (ii) the physical existence of the Solar Assets, (iii) the reliability or accuracy of the Source Documents which were 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 Solar Assets to stated underwriting or credit extension guidelines, standards, criteria, or other requirements, (ii) the value of collateral securing any such Solar Asset being securitized, (iii) the compliance of the originator of the Solar Asset with federal, state, and local laws and regulations, or (iv) any other factor or characteristic of the Solar Assets that would be material to the likelihood that the issuer of the asset-backed security 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 a nationally recognized statistical rating organization (“NRSRO”).

 

4

The terms of our engagement are such that we have no obligation to update this report because of events and transactions 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 and NRSROs, 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/ KPMG LLP

McLean, Virginia

October 8, 2018

 

5

Exhibit A

 

Selected Asset Number		Contract ID		Selected Asset Number		Contract ID Select		Selected Asset Number		Contract ID
1		1013252315		31		1850875176		61		1804563949
2		1520351021		32		1941160929		62		1143855633
3		1896719332		33		1158538888		63		1611505109
4		1498720829		34		2023768664		64		1210763252
5		1438314936		35		2052614643		65		1558655678
6		1651237459		36		1961517004		66		1706029262
7		2005195538		37		2000507209		67		1097941531
8		1251347095		38		57587		68		1639262160
9		1395438670		39		1984842854		69		1695442687
10		1037837287		40		1599180421		70		1746394909
11		1394708184		41		2055931789		71		1749947740
12		2125982309		42		2003800473		72		1696234228
13		2114532853		43		1049855131		73		1854945203
14		1288669633		44		1548678646		74		1888947761
15		1484741618		45		2119704293		75		1935734752
16		1434876687		46		1359081542		76		1558528816
17		1085760242		47		1370709649		77		1875445872
18		1611365733		48		1870597124		78		1199824906
19		1669432111		49		2112398706		79		2132917789
20		1028804416		50		2064558516		80		1638931023
21		1624710337		51		2094082604		81		1476023314
22		2008656197		52		1191131520		82		2053726979
23		1256174248		53		1946669560		83		1957590534
24		1575173520		54		1363335314		84		1170955457
25		1688951011		55		1414589401		85		1552163460
26		1713426431		56		1202314232		86		1366166150
27		1967446538		57		1931321109		87		1602413228
28		1119682154		58		1509816978		88		1158492260
29		1593784242		59		1998718846		89		1055252361
30		2119744300		60		1375174250		90		1229375271

Selected Asset Number		Contract ID		Selected Asset Number		Contract ID		Selected Asset Number		Contract ID
91		1895997911		121		1321551019		151		1955473034
92		1648478368		122		1727774792		152		1875779939
93		1978529127		123		1914193451		153		2083744486
94		1431513165		124		2125743899		154		1143392902
95		1443173788		125		1342728415		155		1449270201
96		1780331247		126		1483226055		156		1040236011
97		1217445568		127		2013297533		157		1060066160
98		2011666433		128		1999262211		158		1424385963
99		1570032611		129		1568305857		159		1082001603
100		1114994450		130		1943109611		160		1412274450
101		1444797040		131		1553177626		161		1499398023
102		2008796392		132		1211068420		162		1560178164
103		2130287079		133		1137202695		163		1502079122
104		1549716230		134		1910918690		164		1723116966
105		1202775806		135		1611812387		165		1134110312
106		1962953610		136		1962179340		166		1658202900
107		1392557300		137		1902369859		167		1180894641
108		1683992910		138		1588687506		168		1468080441
109		1761377439		139		1681073884		169		1963145446
110		1777994501		140		1258095147		170		1710601318
111		1131417652		141		1572640578		171		1131373063
112		1245112057		142		2035309800		172		1824252625
113		1465113404		143		1350011694		173		2061858201
114		1965819367		144		1722550108		174		1755700151
115		1777645751		145		2018028853		175		8342
116		1529993606		146		1025653178		176		2095045561
117		1791141942		147		1516134398		177		1385636140
118		1747645219		148		1253071357		178		1553694595
119		1732577732		149		1695974088		179		1510906063
120		1243745274		150		1644212538		180		1936246318

Selected Asset Number		Contract ID		Selected Asset Number		Contract ID		Selected Asset Number		Contract ID
181		1734333282		211		1128047745		241		1010219153
182		1153848739		212		1116536739		242		1510034685
183		1139844230		213		1192441194		243		1448928184
184		1894753309		214		1226678618		244		1572841098
185		1886585056		215		1653952819		245		1313436579
186		1882369788		216		1290723684		246		1015704853
187		1067676886		217		1944917869		247		1002499367
188		1440588982		218		2056479361		248		1103183503
189		1338896276		219		1940546123		249		1841599058
190		1069915915		220		1708479159		250		1757469369
191		1946528338		221		1280429968		251		1861965409
192		1910469449		222		1679141430		252		1041399516
193		1653029409		223		1969116698		253		2071113078
194		2014537656		224		1494218841		254		1905955704
195		1567854429		225		1395470623		255		1495600000
196		1608672525		226		1566279759		256		1840777410
197		1356644919		227		1587420152		257		1651311218
198		2024133657		228		1455664392		258		2010664136
199		1125205837		229		1039005222		259		1320252835
200		1054704495		230		2112076049		260		1416292845
201		1449770982		231		1556223677		261		1902179183
202		1789383278		232		1797888129		262		2124327061
203		1351897891		233		1871478526		263		1887407543
204		1343626692		234		1317203589		264		1578537865
205		1993303121		235		1442880007		265		1376222927
206		2131527231		236		1070739459		266		1311989578
207		1840252775		237		1425641885		267		2081358663
208		1406467439		238		1125597746		268		2095860822
209		1221264027		239		1865561841		269		2134031775
210		1849965806		240		1907069801		270		1917013528

Selected Asset Number		Contract ID
271		1289429128
272		1340508834
273		1662354407
274		2132369691
275		1512923270
276		1212319144
277		1142566898
278		1725375767
279		1146753142
280		2021743483
281		1459340115
282		1661012375
283		2421
284		1710154090
285		2104533539
286		2138243564
287		1934
288		1293200146
289		2020972654
290		1057384366
291		1690610099
292		1948280237
293		1708044472
294		2071449136
295		1976149560
296		1617618983
297		1920403708
298		2092214853
299		1577186128
300		1543649943

Exhibit B

 

Selected Asset Number		Contract ID		Attribute		Per Preliminary Data File		Per Source Document
175A		8342		Contracted Annual Production (kWh)		465,475		462,455
47 B		1370709649		Customer Upfront Payment		$9,500		$9,773
174 B		1755700151		Customer Upfront Payment		$13,250		$13,648
192 B		1910469449		Customer Upfront Payment		$13,000		$13,271
195 B		1567854429		Customer Upfront Payment		$11,250		$11,778
144 B		1722550108		In-Service Date (PTO Date)		4/16/2018		5/1/2018
242 C		1510034685		In-Service Date (PTO Date)		6/6/2018		Unavailable
247 C		1002499367		In-Service Date (PTO Date)		12/10/2018		Unavailable
246 B		1015704853		Inverter Manufacturer		Hanwha		SolarEdge
283 B		2421		Inverter Manufacturer		SMA		SunPower
148 D		1253071357		Monthly Payment After Stepdown		$114.81		$107.38

^A KPMG was informed by the Company that Selected Asset #175 is a third-party originated Selected Asset which has an amendment to the original Solar Asset Contract made with the original originator. However, the associated amendment could not be located.

^B KPMG was informed by the Company that for Selected Assets #’s 47, 174, 192, 195, 144, 246, and 283 the Company researched these particular Selected Assets and confirmed that manual errors were made during data entry.

^C KPMG was unable to verify these attributes for Selected Assets # 242 and 247 because the Source Documents were not available.

^D KPMG was informed by the Company that an issue in its proposal tool created data inconsistencies in its Servicing System for a newly launched product in the Arizona market, which impacted Selected Asset #148. The Company indicated that the system inconsistency has since been resolved to prevent future data anomalies and that a historical data scrub was performed to correct related Arizona market projects.