EX-99.1 2 tm2221839d1_ex99-1.htm INDEPENDENT ACCOUNTANTS' REPORT ON APPLYING AGREED-UPON PROCEDURES

 

 

Deloitte & Touche LLP

Suite 400

Harborside Plaza 10

Jersey City, NJ 07311

USA

Tel: +1 212 937 8200

Fax: +1 212 937 8298

www.deloitte.com

 

Solar Mosaic LLC
601 12th Street, Suite 325
Oakland, California 94607

 

 

Independent Accountants’ Report

on Applying Agreed-Upon Procedures

 

We have performed the procedures described below, related to certain information with respect to a portfolio of solar assets in connection with the proposed offering of Mosaic Solar Loan Trust 2022-2. Solar Mosaic LLC. (the “Company”) is responsible for the information provided to us, including the information set forth in the Statistical Data File (as defined herein).

 

The Company has agreed to the procedures and acknowledged that the procedures performed are appropriate to meet the intended purpose of evaluating the accuracy of certain information set forth in the Statistical Data File. Additionally, Deutsche Bank Securities Inc. (the “Other Specified Party” and, together with the Company, the “Specified Parties”) has agreed to the procedures and acknowledged that the procedures performed are appropriate for their purposes. This report may not be suitable for any other purpose. The procedures performed may not address all of the items of interest to a user of the report and may not meet the needs of all users of the report and, as such, users are responsible for determining whether the procedures performed are appropriate for their purposes. Consequently, we make no representations regarding the appropriateness of the procedures described below either for the purpose for which this report has been requested or for any other purpose.

 

Agreed-Upon Procedures

 

On July 11, 2022, representatives of the Company provided us with a computer-generated solar asset data file and related record layout containing data, as represented to us by the Company, as of the close of business June 30, 2022, with respect to 7,718 solar assets (the “Statistical Data File”). At the Company’s instruction, we randomly selected 150 solar assets from the Statistical Data File (the “Initial Sample Assets”).

 

On July 20, 2022, representatives of the Company provided us with a solar asset listing with respect to 5,947 solar assets, each of which were included in the Statistical Data File (the “Subsequent Solar Asset Listing”). At the Company’s instruction, we randomly selected 23 solar assets from the Subsequent Solar Listing that were not Initial Sample Assets (the “Subsequent Sample Assets”). The Initial Sample Assets and Subsequent Sample Assets are collectively and hereinafter referred to as the “Sample Assets.”

 

At the Company’s instruction, we performed certain comparisons and recomputations for each of the Sample Assets relating to the solar asset characteristics (the “Characteristics”) set forth on the Statistical Data File and indicated below.

 

 

 

Member of

Deloitte Touche Tohmatsu Limited

 

 

 

 

Characteristics

1.          Loan ID (for informational purposes only)

2.          State

3.          Zip code

4.          Current rate

5.          Original term (years)

6.          Installer

7.          Original loan amount*

8.          Choice monthly payment*

9.          Re-amortized monthly payment*

10.       ITC amount*,**

11.       Choice target date*,**

12.       Origination date*

13.       First payment date*

14.       Maturity date*

15.       Current principal balance

16.       Estimated annual production (kWh)

17.       Original FICO score

18.       Number of days past due

19.       Payment by ACH transfer (yes/no)

20.       Age/seasoning (months)

21.       Remaining term (months)

* For Sample Assets that indicated a “pto_approved_date” on the Statistical Data File only

** For Sample Assets that have a “plus loan indicator” of “N” on the Statistical Data File only.

 

We compared Characteristics 2. through 6. to the corresponding information set forth on or derived from the “Loan Agreement.”

 

We compared Characteristics 7. through 14. to the corresponding information set forth on or derived from the Closing Certificate or Loan Adjustment (collectively, the “Closing Certificate”).

 

We compared Characteristics 15. through 19. to the corresponding information set forth on or derived from electronic contract files, prepared, created, and delivered by the Company, from the Company’s servicer system as of June 30, 2022 (collectively, the “Servicer System File”).

 

With respect to our comparison of Characteristic 20., we recomputed the age/seasoning as the number of months between (i) the product of (a) the origination term (as set forth on the Closing Certificate) and (b) 12 and (ii) the remaining term (as determined below).

 

With respect to our comparison of Characteristic 21., we recomputed the remaining term as the number of months between (i) June 30, 2022 and (ii) the maturity date (as set forth on the Closing Certificate).

 

For purposes of our procedures and at your instruction:

 

·with respect to our comparison of Characteristic 6., an installer of (i) “Spartan,” as set forth on the Statistical Data File, is deemed to be “in agreement” with “Barnard Electric,” as set forth on the Loan Agreement; (ii) “Wolf River Electric,” as set forth on the Statistical Data File, is deemed to be “in agreement” with “LTL LED,” as set forth on the Loan Agreement, (iii) “Sun and Power,” as set forth on the Statistical Data File, is deemed to be “in agreement” with “Gaps Investment INC,” as set forth on the Loan Agreement, and (iv) “Lumio,” as set forth on the Statistical Data File, is deemed to be “in agreement” with “Atlantic Key Energy,” as set forth on the Loan Agreement;

 

·with respect to our comparison of Characteristics 8. and 9., differences of $5.00 or less are deemed to be “in agreement.” Further, for the Sample Assets indicated in Appendix A, we observed a difference with respect to the re-amortized monthly payment set forth on the Statistical Data File when compared to the re-amortized monthly payment as set forth on the Closing Certificate. For these Sample Assets, we were instructed to perform an additional procedure and compare the re-amortized monthly payment, as set forth on the Statistical Data File, to the corresponding information set forth on the “Loan Adjustment Letter;”

 

·with respect to our comparison of Characteristic 10., differences of $250.00 or less are deemed to be “in agreement”; and

 

 

 

 

 

·with respect to our comparison of Characteristic 13., for the Sample Assets indicated in Appendix B, we observed a difference with respect to the first payment date set forth on the Statistical Data File when compared to the first payment date set forth on the Closing Certificate. For these Sample Assets, we were instructed to perform an additional procedure and compare the first payment date, as set forth on the Statistical Data File, to the corresponding information set forth on the screen shots from the Company’s servicing system the “Servicing System Screen Shots.”

 

The solar asset documents described above, including any information obtained from the indicated servicer system, and any other related documents used in support of the Characteristics were provided to us by representatives of the Company and are collectively referred to hereinafter as the “Asset Documents.” We were not requested to perform, and we did not perform, any procedures with respect to the preparation or verification of any of the information set forth on the Asset Documents and we make no representations concerning the accuracy or completeness of any of the information contained therein. In certain instances, our procedures were performed using data imaged facsimiles or photocopies of the Asset Documents. In addition, we make no representations as to whether the Asset Documents are comprehensive or valid instruments or reflect the current prevailing terms with respect to the corresponding Sample Assets.

 

 

Agreed-Upon Procedures’ Findings

 

The results of the foregoing procedures indicated that the Characteristics set forth on the Statistical Data File were found to be in agreement with the above mentioned Asset Documents.

 

******

 

We make no representations as to the (i) actual characteristics or existence of the underlying documents or data comprising the solar assets underlying the Statistical Data File or the conformity of their characteristics with those assumed for purposes of the procedures described herein, (ii) existence or ownership of the solar assets or (iii) reasonableness of any of the aforementioned assumptions, information or methodologies.

 

It should be understood that we make no representations as to questions of legal interpretation or as to the sufficiency for your purposes of the procedures enumerated in the preceding paragraphs. Also, such procedures would not necessarily reveal any material misstatement of the information referred to above. We have no responsibility to update this report for events and circumstances that occur subsequent to the date of this report.

 

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 (“AICPA”). An agreed-upon procedures engagement involves the practitioner performing specific procedures that the engaging party has agreed to and acknowledged to be appropriate for the purpose of the engagement and reporting on findings based on the procedures performed. We were not engaged to conduct, and did not conduct, an (i) audit conducted in accordance with generally accepted auditing standards or (ii) examination or a review engagement conducted in accordance with attestation standards established by the AICPA, the objective of which would be the expression of an opinion or conclusion, respectively, on the Statistical Data File. Accordingly, we do not express such an opinion or conclusion, or any other form of assurance, including reasonable assurance. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you.

 

We are required to be independent of the Company and to meet our other ethical responsibilities, as applicable for agreed-upon procedures engagements set forth in the Preface: Applicable to All Members and Part 1 – Members in Public Practice of the Code of Professional Conduct established by the AICPA. Independence requirements for agreed-upon procedure engagements are less restrictive than independence requirements for audit and other attestation services.

 

 

 

 

 

None of the engagement, procedures or report was intended to address, nor did they address, the (i) conformity of the origination of the assets to stated underwriting or credit extension guidelines, standards, criteria or other requirements, (ii) value of collateral securing such assets or (iii) compliance of the originator of the assets with federal, state, and local laws and regulations.

 

None of the engagement, procedures or report were intended to satisfy, nor did they satisfy, any criteria for due diligence published by a nationally recognized statistical rating organization.

 

This report is intended solely for the information and use of the Specified Parties identified above and is not intended to be and should not be used by anyone other than these Specified Parties.

 

Yours truly,

 

/s/ Deloitte & Touche LLP

 

July 26, 2022

 

 

 

 

Appendix A to Independent Accountants’ Report on Applying Agreed-Upon Procedures issued by Deloitte & Touche LLP dated July 26, 2022.

 

In applying our agreed-upon procedures as outlined above, we performed an additional procedure with respect to Characteristic 9. for the following Sample Assets:

 

102445
175324
190711
220352
223983
239038
230878
202655

 

The information above reflects the procedures performed and is subject to the conditions set forth in the agreed-upon procedures report to which this appendix is attached.

 

 

 

 

Appendix B to Independent Accountants’ Report on Applying Agreed-Upon Procedures issued by Deloitte & Touche LLP dated July 26, 2022.

 

In applying our agreed-upon procedures as outlined above, we performed an additional procedure with respect to Characteristic 13. for the following Sample Assets:

 

169760
176316
190581
190775
193991
198968
201562
202844
206188
217333

 

The information above reflects the procedures performed and is subject to the conditions set forth in the agreed-upon procedures report to which this appendix is attached.