Exhibit 99.1

 

Deloitte & Touche LLP
Suite 301
Harborside Plaza 10
Jersey City, NJ 07311
USA

 

  Tel: +1 212 937 8200
  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 2024-2 (the “Transaction”). 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, MUFG Securities Americas Inc. (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 April 3, 2024, representatives of the Company provided us with solar asset listing with respect to 7,776 solar assets (the “Solar Asset Listing”). At the Company’s instruction, we randomly selected 150 solar assets from the Solar Asset Listing (the “Sample Assets”).

 

Further, on April 17, 2024, 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 March 31, 2024, with respect to each of the 7,776 solar assets set forth on the Solar Asset Listing (the “Statistical Data File”).

 

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.       Original term (years)

5.       Installer

6.       Current rate

7.       Original loan amount*

8.       Choice monthly payment*

9.       Estimated 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 5. to the corresponding information set forth on or derived from the “Loan Agreement.”

 

We compared Characteristics 6. 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 March 31, 2024 (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) origination date (as set forth on the Closing Certificate) and (ii) March 31, 2024.

 

With respect to our comparison of Characteristic 21., we recomputed the remaining term as the number of months between (i) March 31, 2024 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 5., 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, (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, (v) “Big Dog Renewal Energy,” as set forth on the Statistical Data File, is deemed to be “in agreement” with “Big Dog Solar,” as set forth on the Loan Agreement, and (vi) “City Park Solar,” as set forth on the Statistical Data File, is deemed to be “in agreement” with “Corona Solar, LLC,” as set forth on the Loan Agreement. Further, we did not perform any procedures with respect to Characteristic 5. for Sample Assets indicated to us, by representatives of the Company, as “Mosaic Loan Transfers;”

 

·with respect to our comparison of Characteristics 8. and 9., differences of $5.00 or less are deemed to be “in agreement;”

 

·with respect to our comparison of Characteristic 8., for the Sample Assets indicated in Appendix A, we observed a difference with respect to the choice monthly payment set forth on the Statistical Data File when compared to the choice monthly payment set forth on the Closing Certificate. For these Sample Assets, we were instructed to perform an additional procedure and compare the choice monthly payment set forth on the Statistical Data File to the corresponding information set forth on the Loan Adjustment;

 

 

 

 

·with respect to our comparison of Characteristic 9., for the Sample Asset indicated in Appendix B, we observed a difference with respect to the estimated re-amortized monthly payment set forth on the Statistical Data File when compared to the estimated re-amortized monthly payment set forth on the Closing Certificate. For this Sample Asset, we were instructed to perform an additional procedure and compare the estimated re-amortized monthly payment set forth on the Statistical Data File to the corresponding information set forth on screen shots from the Company’s servicing system (the “Servicing System Screen Shots”); and

 

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

 

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, except as indicated in Appendix C. Supplemental Information is contained in Appendix D.

 

******

 

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

 

May 16, 2024

 

 

 

 

Appendix A to Independent Accountants’ Report on Applying Agreed-Upon Procedures issued by Deloitte & Touche LLP dated May 16, 2024.

 

In applying our agreed-upon procedures as outlined above, we performed an additional procedure with respect to Characteristic 8. for the following Sample Assets:

 

360504
365400
375628
377155
383382
400498

 

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 May 16, 2024.

 

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

 

407702

 

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 C to Independent Accountants’ Report on Applying Agreed-Upon Procedures issued by Deloitte & Touche LLP dated May 16, 2024.

 

In applying our agreed-upon procedures as outlined above, we observed the following:

 

Exception
Description
Number
Exception Description
   
1 Seven differences in current rate.
2 Three differences in estimated re-amortized monthly payment.
3 One difference in ITC amount.

 

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 D to Independent Accountants’ Report on Applying Agreed-Upon Procedures issued by Deloitte & Touche LLP dated May 16, 2024.

 

Supplemental Information Related to the Findings Set Forth on Appendix C

 

Exception
Description
Number
  Sample Asset
number
  Characteristic   Characteristic set
forth on the
Statistical Data File
    Characteristic set
forth on the Asset
Documents
 
1   396560   Current rate     4.24 %     3.99 %
1   400346   Current rate     11.24 %     10.99 %
1   401236   Current rate     4.24 %     3.99 %
1   402063   Current rate     4.24 %     3.99 %
1   402695   Current rate     8.84 %     8.59 %
1   404323   Current rate     4.24 %     3.99 %
1   410015   Current rate     4.24 %     3.99 %
2   406748   Estimated re-amortized monthly payment   $ 643.26     $ 651.44  
2   409576   Estimated re-amortized monthly payment   $ 735.30     $ 747.47  
2   417054   Estimated re-amortized monthly payment   $ 669.58     $ 676.66  
3   402695   ITC amount   $ 40,627.24     $ 40,939.46  

 

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.