Common use of Deposits to Collections Account Clause in Contracts

Deposits to Collections Account. (a) The Borrower shall cause the Manager to transfer any Collections consisting of checks representing recurring payments to a Tenant Company into the applicable Tenant Company Deposit Account no later than the third (3rd) Business Day following receipt; provided, that if a Customer payment is unable to be identified through no fault of the Manager exercising commercially reasonable efforts, such check shall be deposited with the applicable Tenant Company Deposit Account, no later than three (3) Business Days following the identification of such Customer payment. (b) The Borrower shall cause the Manager to deposit any Collections consisting of non-recurring Customer ACH or credit card payments into a General Account. The Borrower shall cause the Manager to use commercially reasonable efforts to identify the payor of any non-recurring Customer ACH or credit card payments as soon as reasonably practicable and shall cause all payments that have been identified as being payable to the Wholly Owned Opco to be deposited into the applicable Tenant Company Deposit Account no less frequently than twice monthly. (c) The Borrower shall cause the Manager to deposit any Collections consisting of recurring Customer ACH or debit card payments into the applicable Tenant Company ACH Account upon receipt of such payments. (d) The Borrower shall cause the Manager to deposit all Collections consisting of checks representing PBI Payments received on or after the Closing Date into the applicable Tenant Company Deposit Account no later than thirty (30) days following the receipt of such checks by or on behalf of the Manager. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. 61 TLA CREDIT AGREEMENT (e) Pursuant to standing instructions in a form reasonably acceptable to the Administrative Agent (the “Tenant Company Standing Instructions”), the Borrower shall cause the Manager to transfer any amounts deposited into a Tenant Company Deposit Account on a daily basis into the Collections Account, subject to a maximum retention amount of: (i) $5,000, for the Tenant Company Deposit Account held by SunRun Solar Tenant I, LLC; (ii) $5,000, for the Tenant Company Deposit Account held by SunRun Solar Tenant II, LLC; and (iii) $5,000, for the Tenant Company Deposit Account held by SunRun Solar Tenant III, LLC. (f) The Borrower shall cause the Manager to transfer any amounts deposited into a Tenant Company ACH Account on a daily basis into the Collections Account, subject to a maximum retention amount of: (i) $5,000, for the Tenant Company ACH Account held by SunRun Solar Tenant I, LLC; (ii) $10,000, for the Tenant Company ACH Account held by SunRun Solar Tenant II, LLC; and (iii) $8,000, for the Tenant Company ACH Account held by SunRun Solar Tenant III, LLC. (g) The Borrower shall cause the Holdcos to deposit all Collections consisting of distributions in respect of the Managing Member Membership Interests directly into the Revenue Account (other that any distributions received in respect of the proceeds of Excluded Property, as evidenced by documentation reasonably acceptable to the Administrative Agent). (h) The Borrower shall cause all amounts from the Collection Account to be swept into the Revenue Account on each Calculation Date (and if such Calculation Date is not a Business Day, then on the next succeeding Business Day). (i) The Borrower shall maintain the Collateral Accounts with an Acceptable Bank, and shall cause (i) each Operator to maintain any General Account with an Acceptable Bank and (ii) the Wholly Owned Opcos to maintain all Tenant Company Deposit Accounts and Tenant Company ACH Accounts with an Acceptable Bank.

Deposits to Collections Account. (a) The Borrower shall cause each Fund Provider and the Manager to promptly transfer any Collections consisting of checks representing recurring payments to a Tenant Company Fund into the its applicable Tenant Company Deposit Account no later than the third (3rd) Business Day following receipt; provided, that if a Customer payment is unable to be identified through no fault of the Manager exercising commercially reasonable efforts, such check shall be deposited with the applicable Tenant Company Deposit Fund Account, no later than three (3) Business Days following the identification of such Customer payment. (b) The Borrower shall cause each Fund Provider and the Manager to deposit any Collections consisting of non-recurring Customer ACH or credit card payments into a General Account. The Borrower shall cause the Manager to use commercially reasonable efforts to identify the payor of any non-recurring Customer ACH or credit card payments as soon as reasonably practicable and shall cause all payments Collections that have been identified as being payable to the Wholly Owned Opco Fund to be deposited into the its applicable Tenant Company Deposit Fund Account no less frequently than twice monthlyas soon as reasonably practicable. (c) The Borrower shall cause each Fund Provider and the Manager to deposit any Collections consisting of recurring Customer ACH or debit card payments that are due to a Fund into the applicable Tenant Company ACH Fund Account upon receipt of such payments. (d) The Borrower shall cause the Manager to deposit all Collections consisting of checks representing PBI Payments received on or after the Closing Date into the applicable Tenant Company Deposit Account no later than thirty (30) days following the receipt of such checks by or on behalf of the Manager. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. 61 TLA CREDIT AGREEMENT (e) Pursuant to standing instructions in a form reasonably acceptable to the Administrative Agent (the “Tenant Company Standing Instructions”), the Borrower shall cause the Manager to transfer any amounts deposited into a Tenant Company Deposit Account on a daily basis into the Collections Account, subject to a maximum retention amount of: (i) $5,000, for the Tenant Company Deposit Account held by SunRun Solar Tenant I, LLC; (ii) $5,000, for the Tenant Company Deposit Account held by SunRun Solar Tenant II, LLC; and (iii) $5,000, for the Tenant Company Deposit Account held by SunRun Solar Tenant III, LLC. (f) The Borrower shall cause the Manager to transfer any amounts deposited into a Tenant Company ACH Account on a daily basis into the Collections Account, subject to a maximum retention amount of: (i) $5,000, for the Tenant Company ACH Account held by SunRun Solar Tenant I, LLC; (ii) $10,000, for the Tenant Company ACH Account held by SunRun Solar Tenant II, LLC; and (iii) $8,000, for the Tenant Company ACH Account held by SunRun Solar Tenant III, LLC. (g) The Borrower shall cause the Holdcos Guarantors to deposit all Collections consisting of distributions in respect of the Managing Member Fund Manager Membership Interests directly into the Revenue respective Guarantor Account (other that than any distributions received in respect of the proceeds of Excluded Property, as evidenced by documentation reasonably acceptable to the Administrative AgentAgent (acting on the written instructions of the Majority Lenders), which shall be deposited into the Distribution Suspense Account), which such amounts shall be transferred by the Depositary Agent from such Guarantor Account to the Collections Account. (e) The Borrower shall cause SREC Guarantor to deposit all Fund SREC Property received by SREC Guarantor as proceeds pursuant to the SREC Aggregator Master PSA into the Unpledged SREC Account. The Borrower shall cause SREC Guarantor to subsequently transfer (i) the portion of all such Fund SREC Property attributable to the sale of the Aggregator SRECs into the Fund Account where such Aggregator SRECs were generated and (ii) all other such Fund SREC Property, if any, to any other Person in SREC Guarantor’s sole discretion, as evidenced by documentation reasonably acceptable to the Administrative Agent (acting on the written instructions of the Majority Lenders) that demonstrates no Fund is entitled to such payment. (f) The Borrower shall cause SREC Guarantor to deposit all Collections received by SREC Guarantor pursuant to the SREC Financing Master PSA into the Pledged SREC Account. The Borrower shall cause SREC Guarantor to subsequently transfer such Collections directly into the Collections Account. [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. (g) The Borrower shall cause each Guarantor and the applicable Fund to maintain each Fund Account with an Acceptable Bank and free and clear of any Lien over such Fund Account or the amounts deposited therein. The Borrower shall cause SREC Guarantor to maintain (i) the Unpledged SREC Account with an Acceptable Bank and free and clear of any Lien over such Unpledged SREC Account or the amounts deposited therein and (ii) the Pledged SREC Account with an Acceptable Bank and free and clear of any Lien over such Pledged SREC Account or the amounts deposited therein (other than Liens created pursuant to the Guarantor Collateral Agreement). (h) The Borrower and its Subsidiaries shall cause each Fund Provider and the Manager to hold all amounts received by it on behalf of a Fund separately allocated for such Fund, separate from the Collection Account its own assets and to be swept into the Revenue Account ensure that any agents engaged to collect and hold amounts on each Calculation Date (and if behalf of a Fund hold such Calculation Date is not a Business Day, then on the next succeeding Business Day)assets separate from their own assets. (i) The Borrower shall maintain the Collateral Accounts with an Acceptable Bank, and shall cause (i) each Operator to maintain any General Account with an Acceptable Bank and (ii) the Wholly Owned Opcos to maintain all Tenant Company Deposit Accounts and Tenant Company ACH Accounts with an Acceptable Bank.

Deposits to Collections Account. (a) The Borrower shall cause the Manager to promptly transfer any Collections consisting of checks representing recurring payments to a Tenant Company Fund into the its applicable Tenant Company Deposit Account no later than the third (3rd) Business Day following receipt; provided, that if a Customer payment is unable to be identified through no fault of the Manager exercising commercially reasonable efforts, such check shall be deposited with the applicable Tenant Company Deposit Fund Account, no later than three (3) Business Days following the identification of such Customer payment. [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. (b) The Borrower shall cause the Manager to deposit any Collections consisting of non-recurring Customer ACH or credit card payments into a General Account. The Borrower shall cause the Manager to use commercially reasonable efforts to identify the payor of any non-recurring Customer ACH or credit card payments as soon as reasonably practicable and shall cause all payments Collections that have been identified as being payable to the Wholly Owned Opco Fund to be deposited into the its applicable Tenant Company Deposit Fund Account no less frequently than twice monthlyas soon as reasonably practicable. (c) The Borrower shall cause the Manager to deposit any Collections consisting of recurring Customer ACH or debit card payments that are due to a Fund into the applicable Tenant Company ACH Fund Account upon receipt of such payments. (d) The Borrower shall cause the Manager to deposit all Collections consisting of checks representing PBI Payments received on or after the Closing Date into the applicable Tenant Company Deposit Account no later than thirty (30) days following the receipt of such checks by or on behalf of the Manager. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. 61 TLA CREDIT AGREEMENT (e) Pursuant to standing instructions in a form reasonably acceptable to the Administrative Agent (the “Tenant Company Standing Instructions”), the Borrower shall cause the Manager to transfer any amounts deposited into a Tenant Company Deposit Account on a daily basis into the Collections Account, subject to a maximum retention amount of: (i) $5,000, for the Tenant Company Deposit Account held by SunRun Solar Tenant I, LLC; (ii) $5,000, for the Tenant Company Deposit Account held by SunRun Solar Tenant II, LLC; and (iii) $5,000, for the Tenant Company Deposit Account held by SunRun Solar Tenant III, LLC. (f) The Borrower shall cause the Manager to transfer any amounts deposited into a Tenant Company ACH Account on a daily basis into the Collections Account, subject to a maximum retention amount of: (i) $5,000, for the Tenant Company ACH Account held by SunRun Solar Tenant I, LLC; (ii) $10,000, for the Tenant Company ACH Account held by SunRun Solar Tenant II, LLC; and (iii) $8,000, for the Tenant Company ACH Account held by SunRun Solar Tenant III, LLC. (g) The Borrower shall cause the Holdcos Guarantors to deposit all Collections consisting of distributions in respect of the Managing Member Fund Manager Membership Interests directly into the Revenue respective Guarantor Account (other that than any distributions received in respect of the proceeds of Excluded Property which shall be deposited into the Distribution Suspense Account), which such amounts shall be transferred by the Depository Bank from such Guarantor Account to the Collections Account. (e) The Borrower shall cause SREC Guarantor to deposit all Fund SREC Property received by SREC Guarantor as proceeds pursuant to the SREC Aggregator Master PSA into the Unpledged SREC Account. The Borrower shall cause SREC Guarantor to subsequently transfer (i) the portion of all such Fund SREC Property attributable to the sale of the Aggregator SRECs into the Fund Account where such Aggregator SRECs were generated and (ii) all other such Fund SREC Property, if any, to any other Person in SREC Guarantor’s sole discretion, as evidenced by documentation reasonably acceptable to the Administrative Agent that demonstrates no Fund is entitled to such payment. (f) The Borrower shall cause SREC Guarantor to deposit all Collections received by SREC Guarantor pursuant to the SREC Financing Master PSA into the Pledged SREC Account. The Borrower shall cause SREC Guarantor to subsequently transfer (i) the portion of all such Collections attributable to the sale of the Financing SRECs and sold pursuant to an Eligible SREC Contract, or otherwise in accordance with Section 5.4(b) of the SREC Financing Master PSA, directly into the Collections Account (the “Financing SREC Collections”) and (ii) all other such Collections, if any, shall be deposited into the Distribution Suspense Account, as evidenced by documentation reasonably acceptable to the Administrative Agent. (g) The Borrower shall cause each Guarantor to maintain each Fund Account with an Acceptable Bank and free and clear of any Lien over such Fund Account or the amounts deposited therein. The Borrower shall cause SREC Guarantor to maintain (i) the Unpledged SREC Account with an Acceptable Bank and free and clear of any Lien over such Unpledged SREC Account or the amounts deposited therein and (ii) the Pledged SREC Account with an Acceptable Bank and free and clear of any Lien over such Pledged SREC Account or the amounts deposited therein (other than Liens created pursuant to the Guaranty and Pledge Agreement). [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. (h) The Borrower and its Subsidiaries shall cause the Manager (in its capacity as Provider under the Services Agreements) to hold all amounts received by it on behalf of a Fund separately allocated for such Fund, separate from the Collection Account to be swept into the Revenue Account on each Calculation Date (and if such Calculation Date is not a Business Day, then on the next succeeding Business Day)its own assets. (i) The Borrower shall maintain the Collateral Accounts with an Acceptable Bank, and shall cause (i) each Operator to maintain any General Account with an Acceptable Bank and (ii) the Wholly Owned Opcos to maintain all Tenant Company Deposit Accounts and Tenant Company ACH Accounts with an Acceptable Bank.