Common use of Transfers to Borrower Clause in Contracts

Transfers to Borrower. Borrower shall cause Sponsor Member (i) to transfer to Borrower all cash, cash equivalents, Investments or other property received by Sponsor Member from Master Holdco or any other source within five (5) Business Days after Sponsor Member’s receipt thereof, (ii) to accept all distributions and payments in respect of its Equity Interests in Master Holdco to which it is entitled and enforce its rights under the Master Holdco LLC Agreement to receive the same and (iii) not to approve of any amendment to the Master Holdco LLC Agreement that would defer, restrict or limit its rights to receive such distributions or payments, except such amendments as are necessary or advisable in connection with a sale of Sponsor Member’s Equity Interest in Master Holdco as contemplated by Section 8.9 of the Master Holdco LLC Agreement, the proceeds of which are applied pursuant to Section 2.6(b) hereof (an “Expected Sell-Down”). Borrower shall, and shall cause Sponsor Member to, instruct each Person remitting cash, cash equivalents or Investments to or for the account of Borrower or Sponsor Member, to deposit such cash or cash equivalents in the Borrower Account. Borrower shall and shall cause each other Affiliate of Sponsor that receives proceeds of Sponsor Tax Benefit Monetization or other tax benefit monetization of the kind referred to in Section 2.6(b)(iii) to cause such proceeds to be deposited into the Borrower Account within five (5) Business Days after receipt thereof. Borrower shall deposit all cash, cash equivalents or Investments that it receives to be deposited in the Borrower Account within two Business Days after receipt thereof, and shall not close the Borrower Account. Borrower shall, and shall cause Sponsor Member to comply with each Equity Document to which it is a party and neither Borrower nor Sponsor Member shall take any action or fail to take any action that would result in a default or event of default under such Equity Document, or a reduction in Sponsor Member’s Ownership Percentage as defined in the Master Holdco LLC Agreement, except in connection with an Expected Sell-Down.