Irvine, CA 92618-3391
Independent Accountants Report on Applying Agreed-Upon Procedures
Sunrun Inc. (the Company)
Credit Suisse Securities (USA) LLC
(together, the Specified Parties)
Sunrun Jupiter Issuer 2022-1, LLC Data File Procedures
On March 4, 2022, we issued an Independent Accountants Report on Applying Agreed-Upon Procedures (the Initial Covered Services Report) relating to certain information with respect to a portfolio of solar assets which we were informed were intended to be included as collateral in the offering by Sunrun Jupiter Issuer 2022-1, LLC. The Company informed us that they have updated the portfolio of solar assets and as such, the Company requested that a new report be issued. The Independent Accountants Report on Applying Agreed-Upon Procedures described herein supersedes the Initial Covered Services Report. Furthermore, the Specified Parties identified in that report have been instructed to no longer use or rely upon the Initial Covered Services Report.
We have performed the procedures described below on the specified attributes in (i) an electronic data file entitled Jupiter Data Tape2022.03.15 vFinalABS (Juno 2021).xlsb, provided by the Company on March 15, 2022, and (ii) an electronic data file entitled JupiterFICO Update.xlsx, provided by the Company on February 23, 2022, both containing information on 42,307 solar assets (the Solar Assets) as of January 28, 2022 (together, the Data File), which we were informed are intended to be included as collateral in the offering by Sunrun Jupiter Issuer 2022-1, LLC. The Company is responsible for the specified attributes identified by the Company in the Data File.
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.
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.
The term reporting threshold means that dollar amounts and percentages were within $1.00 and 0.1%, respectively, unless otherwise stated.
The term Solar Asset Contracts means the solar power service agreement, solar facility addendum contract, solar lease agreement, change order documentation, and/or lease agreement disclosure thereto. The Solar Asset Contracts were represented by the Company to be either the original Solar Asset Contracts, a copy of the original Solar Asset Contracts, and/or electronic records contained within the Companys servicing system. We make no representation regarding the validity or accuracy of these contracts or the execution of the Solar Asset Contracts by the signor.
The term ACH Support means billing type information associated with each Selected Asset (defined below) provided by the Company on February 9, 2022.
The term PBI Support means performance-based incentive contracts associated with each Selected Asset provided by the Company on February 9, 2022.
The term System Size Schedule means electronic data file entitled Jupiter 2022-1 System Size Exceptions_v1.xlsx, containing current values of annual production for certain Selected Assets provided by the Company on February 11, 2022.
The term FICO Support means extracts of the credit report scores associated with each Selected Asset provided by the Company on February 23, 2022.
The term PTO Notification means the notice provided by the Company identifying the date on which the utility provider confirmed the Selected Asset was granted permission-to-operate (PTO) on the electrical grid.
The term PTO Screenshots means extracts from Companys servicing system identifying the date on which a Selected Asset was granted permission-to-operate (PTO) on the electrical grid.
The term PTO Support means the PTO Notification and PTO Screenshots.
The term Source Documents means the Solar Asset Contracts, ACH Support, PBI Support, System Size Schedule, FICO Support and PTO Support.
The term Instructions means the instructions provided by the Company pertaining to a procedure, attribute, methodology, or value, as described in Exhibit A.
The term Provided Information means the Source Documents 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. 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:
We randomly selected a sample of 278 Solar Assets from the Data File (the Selected Assets). A listing of the Selected Assets is attached hereto as Exhibit B. For purposes of this procedure, the Company did not inform us of the basis they used to determine the number of Solar Assets we were instructed to randomly select from the Data File.
For each Selected Asset, we compared or recomputed the specified attributes in the Data File listed below to or using the corresponding information included in the Source Documents, utilizing the Instructions, as applicable. The Specified Parties indicated that the absence of any of the information in the Source Documents or the inability to agree the indicated information from the Data File to the Source Documents, utilizing the Instructions as applicable, constituted an exception. The Source Documents are listed in the order of priority.
|Contract ID||Solar Asset Contracts|
|Contract Type||Solar Asset Contracts|
|Contract State||Solar Asset Contracts|
|Original Term (Months)||Solar Asset Contracts|
|Base Monthly Payment||Solar Asset Contracts, Instructions|
|Price per kWh||Solar Asset Contracts, Instructions|
|Monthly Payment / Price per kWh Escalator (%)||Solar Asset Contracts|
|Contracted Annual Production||Solar Asset Contracts, Instructions|
|Contracted Generation Guaranteed (%)||Solar Asset Contracts|
|System Size (kW)||Solar Asset Contracts, System Size Schedule, Instructions|
|Electrical Utility||Solar Asset Contracts|
|Solar Panel Manufacturer||Solar Asset Contracts|
|Inverter Manufacturer||Solar Asset Contracts|
|Battery Manufacturer||Solar Asset Contracts|
|ACH Payment (Y/N)||ACH Support|
|FICO Score||FICO Support, Instructions|
|In-Service Date (PTO Date)||PTO Support, Instructions|
|Performance Based Incentive (PBI) Rate||PBI Support, Instructions|
|Performance Based Incentive (PBI) Term||PBI Support, Instructions|
|Total Guaranteed Production (kWh)||Solar Asset Contracts, Instructions|
|Performance Guarantee (PeGu) Method||Solar Asset Contracts|
|Remaining Term of Contract (Months)||Instructions|
We found such information to be in agreement except as listed in Exhibit C.
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 Solar Assets, (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 Solar Assets to stated underwriting or credit extension guidelines, standards, criteria or other requirements, (ii) the value of collateral securing any such Solar Assets being securitized, (iii) the compliance of the originator of the Solar Assets 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 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
March 18, 2022
|1.||Base Monthly Payment|| |
For Selected Assets with a Contract Type of PPA_PREPAID or LEASE_PREPAID, consider the attribute to be in agreement if Data File value is not populated.
Do not perform this procedure for Selected Assets with a Contract Type of PPA_GENERATION.
|2.||Price per kWh|| |
For Selected Assets with a Contract Type of either PPA_PREPAID or LEASE_PREPAID, consider the attribute to be in agreement if Data File value is not populated.
Do not perform this procedure for Selected Assets with a Contract Type of LEASE or PPA_ BALANCED.
|3.||Contracted Annual Production||Consider the attribute to be in agreement if it is within the range of -1 kWh to +1 kWh of the Source Documents value.|
|4.||System Size (kW)|| |
For Selected Assets for which Data File value does not match the Source Documents value, consider the attribute to be in agreement if Contracted Annual Production (EST_YR1_GEN column) is within the range of -2.5% to 15% of Current Annual Production (Current Value column) in the System
|5.||In-Service Date (PTO Date)|| |
For Selected Assets for which Data File value is not populated, consider the attribute to be in agreement if the Source Document value is on or after January 28, 2022.
Consider the attribute to be in agreement if it is within 15 days of the Data File value.
|6.||Performance Based Incentive (PBI) Rate|| |
For Selected Assets with a Contract State of NJ for which PBI exists and which are part of the Transition Renewable Energy Certificates
(TRECs) Program, use New Jerseys Clean Energys website (provided below) to look up the PBI Rate.
For Selected Assets with a Contract State of CT for which PBI exists, use Connecticuts EnergizeCT website (provided below) to look up the PBI Rate.
Do not perform this procedure for Selected Assets with PBI Rate of $0.00.
|7.||Performance Based Incentive (PBI) Term|| |
For Selected Assets with a Contract State of NJ for which PBI exists, use New Jerseys Clean Energys website (provided below) to look up the PBI Term.
For Selected Assets with a Contract State of CT for which PBI exists, use Connecticuts EnergizeCT website (provided below) to look up the PBI Term.
Do not perform this procedure for Selected Assets with PBI Rate of $0.00.
|8.||Total Guaranteed Production (kWh)||Consider the attribute to be in agreement if it is within the range of -2% to 15% of the Source Document value.|
|9.||Remaining Term of Contract (Months)|| |
Recompute as the difference between Original Term and Seasoning (Months). Recompute Seasoning (Months) as difference between PTO Date and January 28, 2022.
Consider the attribute to be in agreement if it is within 1 month of the Data File value.
The Selected Assets
The Selected Assets
The Selected Assets
Per Data File
|43||1348933***||Solar Panel Manufacturer||REC Solar||Hanwha|
|91||1717606***||Solar Panel Manufacturer||LG Electronics||Hanwha|
|130||1357772***||Solar Panel Manufacturer||LONGi||Hanwha|
|139||1929732***||Solar Panel Manufacturer||LONGi||Hanwha|
|152||1793146***||Solar Panel Manufacturer||LONGi||Jinko Solar|
|195||2143601***||Solar Panel Manufacturer||LONGi||Hanwha|
|198||1900388***||Solar Panel Manufacturer||LONGi||Hanwha|
|207||1297719***||Solar Panel Manufacturer||LG Electronics||Hanwha|
|214||2001919***||Solar Panel Manufacturer||LONGi||Canadian Solar|
|224||1291565***||Solar Panel Manufacturer||LONGi||Hanwha|
|249||1217148***||Solar Panel Manufacturer||LONGi||Hanwha|
|259||1300417***||Solar Panel Manufacturer||LONGi||Hanwha|
|138||1005317***||Inverter Manufacturer||SolarEdge Technologies||Enphase Energy|
|167||1349879***||Inverter Manufacturer||SolarEdge Technologies||Delta Electronics|
|235||1326941***||Inverter Manufacturer||Enphase Energy||Delta Electronics|