Exhibit 99.1
KPMG LLP 1676 International Drive McLean, VA 22102 |
Independent Accountants Report on Applying Agreed-Upon Procedures
Sunrun Inc. (the Company)
Credit Suisse Securities (USA) LLC
(together, the Specified Parties)
Re: Sunrun Xanadu Issuer 2019-1, LLC Data File Procedures
We have performed the procedures described below, which were agreed to by the Specified Parties, on the specified attributes identified by the Company in an electronic data file entitled Sunrun Xanadu 2019-1 Data Tape (2019.02.20).xlsx (the Data File), provided by the Company on February 20, 2019, containing certain information related to a pool of 14,379 solar assets (the Solar Assets) as of December 31, 2018 (the Cut-off Date), which we were informed are intended to be included as collateral in the offering of Sunrun Xanadu Issuer 2019-1, LLC, Solar Asset Backed Notes, Series 2019-1. The Company is responsible for the specified attributes identified by the Company in the 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 within the materiality 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 materiality threshold. |
| The term materiality threshold means that dollar amounts and percentages were within $1.00 and 0.1%, respectively, unless otherwise stated. |
| The term Solar Asset Contract means the solar power purchase agreement, solar lease agreement, and/or change order documentation thereto. |
| The term Initial Asset Schedule means an electronic file entitled Sunrun Xanadu 2019-1 Data Tape (2019.01.31).xlsx, provided by the Company on January 31, 2019, containing the Contract IDs for 13,696 of the Solar Assets. |
| The term Supplemental Asset Schedule means an electronic data file entitled Sunrun Xanadu 2019-1 Data Tape (2019.02.15) - XXXXXX Only.xlsx, provided by the Company on February 15, 2019, containing the Contract IDs for 683 of the Solar Assets. 1 |
| The term FICO Schedule means extracts of the FICO score associated with each Selected Asset (defined below) from the Companys Servicing System Screenshots, provided by the Company via electronic mail on February 11, 2019, and electronic data files entitled XXXXXX-1 Credit Data.xlsx and XXXXXX-2 Data Tape 2.7.19.xlsx on February 19, 2019. 1 |
KPMG LLP is a Delaware limited liability partnership and the U.S. member
firm of the KPMG network of independent member firms affiliated with
KPMG International Cooperative (KPMG International), a Swiss entity.
| The term XXXXXX Asset Schedule means monthly payment information for all Selected Assets located in XXXXXX contained in two electronic data files, provided by the Company on February 20, 2019, entitled XXXXXX Sampled Contracts.xlsx and 2018.09.13 Sunrun Credit and Scheduled Payments.xlsx. 1 |
| The term ACH Schedule means billing type information for each Selected Asset from Companys Servicing System Screenshots, provided by the Company via electronic mail on February 11, 2019, and in an electronic data file entitled 2019.01.31 Sunrun SZ Aging Report with Product Line.xlsx on February 19, 2019. |
| The term Installer Schedule means an electronic data file containing solar panel installer information for each Selected Asset, provided by the Company on February 19, 2019, entitled XXXXXX External ID Reference Guide (All Portfolios).xlsx. 1 |
| The term ID Mapping File means an electronic data file containing a schedule of certain identification numbers for Solar Assets in the Supplemental Asset Schedule, provided by the Company on February 20, 2019, entitled XXXXXX-2 External ID Map.xlsx. 1 |
| The term Source Documents means the following information provided by the Company for each of the Selected Assets: |
| Solar Asset Contract |
| Initial Asset Schedule |
| Supplemental Asset Schedule |
| FICO Schedule |
| ACH Schedule |
| Permission To Operate (PTO) Notification (PTO Notification) |
| Servicing System Screenshots |
| Engineering, Procurement and Construction Agreement (EPC Agreement) |
| Installment Plan |
1 | Certain information within the names of these files has been redacted due to confidentiality. |
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| Installer Schedule |
| Performance Based Incentive Contract (PBI Contract) |
| XXXXXX Asset Schedule 1 |
A. | We were instructed by the Company to randomly select 275 Solar Assets from the Data File (the Selected Assets) using the following criteria: |
(i) | Select 245 Solar Assets from the Initial Asset Schedule. |
(ii) | Select 30 Solar Assets from the Supplemental Asset Schedule. |
A listing of the Selected Assets is attached hereto as Exhibit A. For purposes of identification in Exhibit A, we were instructed to display the related Contract ID from the ID Mapping File for the Solar Assets selected from the Supplemental Asset Schedule. 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 Data File.
B. | For each Selected Asset, we compared or recomputed the attributes listed below in the Data File to or using the corresponding information appearing in 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 Data File to the Source Documents, utilizing methodologies and instructions provided by the Company (as applicable), 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/Methodologies/Instructions | |
Contract ID | Servicing System Screenshots | |
State of Contract | Solar Asset Contract, EPC Agreement | |
Product Type | Solar Asset Contract | |
Zip Code | Solar Asset Contract, EPC Agreement |
1 | Certain information within the names of these files has been redacted due to confidentiality. |
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Attribute |
Source Documents/Methodologies/Instructions | |
In-Service Date (PTO Date) | PTO Notification | |
For purposes of this procedure, the Company instructed us to consider the PTO Date to be in agreement if it was within 5 days after the date on the PTO Notification. | ||
System Size (kW) | EPC Agreement, Installment Plan | |
Electrical Utility | PTO Notification, Solar Asset Contract | |
Original Term (months) | Solar Asset Contract | |
Yr 1 Monthly Payment | Solar Asset Contract, XXXXXX Asset Schedule 1 | |
FICO Score | FICO Schedule | |
Contract Type | Solar Asset Contract | |
Customer Upfront Payment ($) | Solar Asset Contract | |
First Payment Due Date | Recompute as In-Service Date (PTO Date) plus 2 months. | |
For purposes of this procedure, the Company instructed us to consider the First Payment Due Date to be in agreement if it was within 5 days of the date on the PTO Notification plus 2 months. | ||
Last Payment Due Date | Recompute as First Payment Due Date plus Original Term. | |
For purposes of this procedure, the Company instructed us to consider the Last Payment Due Date to be in agreement if it was within 5 days of the date on the PTO Notification, plus two months, plus Original Term. | ||
Payment Frequency | Solar Asset Contract | |
# of Months Since PTO (Seasoning) | Recompute as the difference between PTO Date and the Cut-off Date in months. | |
Remaining Term of Contract (months) | Recompute as the difference between Original Term and # of Months Since PTO (Seasoning). |
1 | Certain information within the names of these files has been redacted due to confidentiality. |
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Attribute |
Source Documents/Methodologies/Instructions | |
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 Yr 1 Monthly Payment multiplied by 12, divided by the Contracted Annual Production (kWh). | ||
For purposes of this procedure, the Company instructed us to consider the Price per kWh to be in agreement if it was within $0.01. | ||
For Select Asset Numbers 209 and 213, the Company instructed us that the Price per kWh is stated on a post-tax basis on the Solar Asset Contract, but recorded in the Data File on a pre-tax basis. When recomputing the Price per kWh for these Select Asset Numbers, the Company instructed us to use the Yr 1 Monthly Payment multiplied by 12 minus the annual tax payment, divided by the Contracted Annual Production (kWh). | ||
Monthly Payment / Price per kWh Escalator (%) | Solar Asset Contract | |
Contracted Annual Production (kWh) | Solar Asset Contract | |
For purposes of this procedure, the Company instructed us to consider the Contracted Annual Production (kWh) to be in agreement if it was within 3.5%. | ||
Stepdown Product Flag (Y/N) | Servicing System Screenshots | |
Monthly Payment After Stepdown($) | Servicing System Screenshots | |
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 | |
For purposes of this procedure, the Company instructed us to consider the Total Guaranteed Production (kWh) to be in agreement if it was within 3.5%. | ||
Contracted Generation Guaranteed (%) | Solar Asset Contract | |
Performance Guarantee (PeGu) Method | Solar Asset Contract | |
ACH Payment (Y/N) | ACH Schedule | |
Installer | EPC Agreement, Installment Plan, Installer Schedule |
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Attribute | Source Documents/Methodologies/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
For purposes of this procedure, the Company instructed us to consider the PBI Rate to be in agreement if it was within $0.01. | |
Performance Based Incentive (PBI) Term | PBI Contract | |
Sunrun Originated Asset (Y/N) | Solar Asset Contract |
We found the information listed in the 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 identified by the Company 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 to you.
The procedures performed were applied based on the information indicated in the 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 physical existence of the Solar Assets, (ii) the reasonableness of the information and instructions provided by the Company (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).
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.
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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, VA
April 30, 2019
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Exhibit A
The Selected Assets
Exhibit A
The Selected Assets
Exhibit A
The Selected Assets
Exhibit B
Exceptions List
Selected Asset Number |
Contract ID | Attribute |
Per Data File | Per Source | ||||
21 A | 1628012100 | PBI Rate ($) | 0.039 | Unavailable | ||||
21 A | 1628012100 | PBI Term | 6 | Unavailable | ||||
28 B | 29387 | Solar Panel Manufacturer | Trina | LG | ||||
30 B | 15456 | Contracted Generation Guaranteed (%) | 95 | 100 | ||||
71 A | 89 | In-Service Date (PTO Date) | 7/11/2008 | Unavailable | ||||
71 A | 89 | First Payment Due Date | 9/11/2008 | Unavailable | ||||
71 A | 89 | Last Payment Due Date | 9/11/2026 | Unavailable | ||||
71 A | 89 | # of Months Since PTO (seasoning) | 126 | Unavailable | ||||
71 A | 89 | Remaining Term of Contract (months) | 90 | Unavailable | ||||
71 A | 89 | Electrical Utility | SCE | Unavailable | ||||
77 B | 4715 | Customer Upfront Payment ($) | 0 | 250 | ||||
94 B | 13921 | PeGu Method | 2 | 3 | ||||
110 B | 3265 | Inverter Manufacturer | SMA | SunPower | ||||
114 B | 9551 | Price per kWh ($) | 0.24 | 0.25 | ||||
165 B | 14759 | Contracted Generation Guaranteed (%) | 95 | 100 | ||||
165 B | 14759 | Contract Type | Generation | Balanced | ||||
165 B | 14759 | Yr 1 Monthly Payment ($) | Generation | 143 | ||||
167 B | 8989 | Yr 1 Monthly Payment ($) | Generation | 127 | ||||
167 B | 8989 | Contract Type | Generation | Balanced | ||||
168 B | 13785 | PeGu Method | 2 | 3 | ||||
181 B | 3651 | Yr 1 Monthly Payment ($) | Generation | 114 | ||||
181 B | 3651 | Contract Type | Generation | Balanced | ||||
183 B | 16225 | Yr 1 Monthly Payment ($) | Generation | 75 | ||||
183 B | 16225 | Contract Type | Generation | Balanced | ||||
183 D | 16225 | PeGu Method | 2 | NA | ||||
183 D | 16225 | Total Guaranteed Production (kWh) | 105,790 | 100,500 | ||||
200 B | 31859 | Total Guaranteed Production (kWh) | 134,530 | 12,7804 | ||||
219 B | 13156 | PeGu Method | 2 | 3 | ||||
222 C | 1886698411 | Price per kWh ($) | 0.18 | 0.19 | ||||
227 B | 4911 | Installer | Real Goods | Akeena Solar |
Exhibit B
Exceptions List
Selected Asset Number |
Contract ID | Attribute |
Per Data File | Per Source | ||||
227 B | 4911 | Price per kWh ($) | 0.16 | 0.18 | ||||
229 B | 12999 | PeGu Method | 2 | 3 | ||||
233 B | 4758 | In-Service Date (PTO Date) | 10/1/2010 | 10/5/2010 | ||||
238 B | 41268 | System Size (kW) | 5.82 | 5.76 | ||||
246 B | 1766148583 | Installer | Sungrade Solar | Quick Systems | ||||
267 A | 1321033662 | In-Service Date (PTO Date) | 4/3/2012 | Unavailable | ||||
267 A | 1321033662 | First Payment Due Date | 6/3/2012 | Unavailable | ||||
267 A | 1321033662 | Last Payment Due Date | 6/3/2032 | Unavailable | ||||
267 A | 1321033662 | # of Months Since PTO (seasoning) | 81 | Unavailable | ||||
267 A | 1321033662 | Remaining Term of Contract (months) | 159 | Unavailable | ||||
251 B | 1212175737 | Total Guaranteed Production (kWh) | 257,270 | 272,398 |
A | KPMG was unable to perform the procedure for this attribute for the Selected Asset as the Source Document(s) were not available. |
B | KPMG was informed by the Company that the Company researched the differences identified for this attribute for the Selected Asset and confirmed that manual errors were made during data entry. |
C | KPMG was informed by the Company that the Selected Asset was originated by a third-party and the attribute data contained in the Data File was provided by the third-party. |
D | KPMG was informed by the Company that the Company researched the differences identified for this attribute for the Selected Asset and confirmed that the Source Document was generated incorrectly. |