Common use of Master Collateral Account Clause in Contracts

Master Collateral Account. The Master Collateral Agent shall establish and maintain, or cause to be established and maintained, in the name of Master Collateral Agent for the benefit of the named Beneficiary, one or more accounts (the “Collateral Account”) into which shall be initially deposited all Master Collateral and proceeds thereof, and shall establish and maintain, or cause to be established and maintained, in the name of the Master Collateral Agent for the benefit of the named Beneficiary, one or more accounts for each Group of Segregated Collateral (the “Group Collateral Account” and collectively with the Collateral Account, the “Master Collateral Account”) into which shall be deposited the Master Collateral and proceeds thereof designated as belonging to such Group. Each Master Collateral Account shall bear a designation clearly indicating that the funds deposited therein are held for the respective benefit of the named Beneficiary and sole dominion and control over each Master Collateral Account shall be vested in the Master Collateral Agent for the benefit of the named Beneficiary. The Master Collateral Account shall be maintained (i) with one or more Qualified Institutions, or (ii) as segregated trust accounts with the corporate trust departments of depository institutions or trust companies having corporate trust powers so long as each such institution has a credit rating for its unsecured long-term debt not lower than investment grade by Standard & Poor’s. For so long as BOKF, National Association satisfies at least one of the BOKF Required Ratings and solely with respect to the accounts specified on Schedule 2.5(a), BOKF, National Association shall be deemed a “Qualified Institution” for all purposes hereunder.

Master Collateral Account. (a) The Master Collateral Agent shall establish and maintain, or cause to be established and maintained, maintain in the name of Master Collateral Agent for the benefit of the named Beneficiary, one or more accounts (the “Collateral Account”) into which shall be initially deposited all Master Collateral and proceeds thereof, and shall establish and maintainBeneficiaries, or cause to be established and maintained, in the name of the Master Collateral Agent for the benefit of the named Beneficiary, one or more accounts for each Group of Segregated Collateral an account (the “Group Collateral Account” and collectively with the Collateral Account, the “"Master Collateral Account”) into which shall be deposited the Master Collateral and proceeds thereof designated as belonging to such Group. Each Master Collateral Account shall bear "), bearing a designation clearly indicating that the funds deposited therein are held for the respective benefit of the named Beneficiary and sole dominion and control over each Master Collateral Account shall be vested in the Master Collateral Agent for the benefit of the named Beneficiary. The Master Collateral Account shall be maintained (i) with one or more a Qualified InstitutionsInstitution, or (ii) as a segregated trust accounts account with the corporate trust departments department of a depository institutions institution or trust companies company having corporate trust powers so long as each such institution has a credit rating for its unsecured long-term debt not lower than Baa3 by Moodx'x xxx not lower than investment grade by Standard & Poor’s's. For so long as BOKFIf the Master Collateral Account is not maintained in accordance with the previous sentence, then within 10 Business Days of obtaining knowledge of such fact, the Master Collateral Agent shall establish a new Master Collateral Account which complies with such sentence and transfer into the new Master Collateral Account all funds from the non-qualifying Master Collateral Account. Initially, the Master Collateral Account will be established with the Master Collateral Agent. (b) National Association satisfies at least one of the BOKF Required Ratings and solely or NFLP may enter into an Exchange Agreement with respect to Vehicles owned by each of them respectively, an interest in which has been pledged hereunder; provided that the accounts conditions to effectiveness of any such Exchange Agreement with respect to such Vehicles specified in the definition thereof shall have been satisfied. National or NFLP may designate certain Vehicles as Designated Vehicles to be exchanged, pursuant to an Exchange Agreement, for one or more Replacement Vehicles. Upon receiving either (i) the required Replacement Vehicle or Replacement Vehicles as Master Collateral and confirming their compliance with the requirements set forth in the definition of "Replacement Vehicle" by receipt of Vehicle Orders and a Vehicle Acquisition Schedule covering such Replacement Vehicle or Vehicles, or (ii) written confirmation from the Servicer, dated not more than seven days prior to the requested release date, to the effect that the release of the Master Collateral Agent's Lien on Schedule 2.5(asuch Designated Vehicle and on any Exchanged Vehicle Repurchase Rights and sales proceeds with respect thereto will not result in the Required Asset Amount (calculated on such date) exceeding the Aggregate Asset Amount (calculated on such date, giving effect to all increases in the Ineligible Asset Amount through such date), BOKFthe Master Collateral Agent shall release its Lien on the related Designated Vehicle in accordance with Section 2.7 hereof, and such Designated Vehicle shall become an Exchanged Vehicle. All proceeds related to Exchanged Vehicles, whether sale proceeds, amounts due under a Repurchase Program, or payments from Manufacturers in respect of turned-back Exchange Vehicles sold at Auction shall no longer be part of the Master Collateral and shall not be required to be deposited into the Master Collateral Account. (c) The Servicer and NFLP, as applicable, shall cause payments (i) representing amounts payable under Repurchase Programs (including Guaranteed Payments, but not including other proceeds from sales of Program Vehicles at Auction or amounts payable by Manufacturers under a Repurchase Program with respect to Exchanged Vehicles) and (ii) relating to the other Master Collateral (other than sale proceeds from sales of Vehicles other than to or through a Manufacturer under its Repurchase Program, insurance proceeds and warranty payments with respect to Vehicles and any amounts payable with respect to Exchanged Vehicles) to be made directly to the Master Collateral Agent for deposit into the Master Collateral Account; provided that in the event any Exchange Agreement is entered into by NFLP and National, a Manufacturer may cause payments representing amounts payable under Manufacturer Programs (including Guaranteed Payments) to be deposited into a Master Deposit Account for further allocation and deposit to (a) the applicable Exchange Account with respect to such payments relating to Exchanged Vehicles and (b) to the Master Collateral Account with respect to all other such payments. Within two Business Days of receipt thereof in available funds, National Association or NFLP will deposit into the Master Collateral Account proceeds received by National or NFLP from (i) sales of Vehicles other than to or through a Manufacturer under its Repurchase Program, (ii) sales of Vehicles at Auction, and (iii) insurance proceeds and warranty payments received by National or NFLP during the continuance of a default or amortization event with respect to any Financing Source under its Financing Documents. Each of National and NFLP will designate the Master Collateral Agent as loss payee on its physical damage and comprehensive insurance policies on the Vehicles. The Master Collateral Agent shall promptly notify the Servicer when funds are deposited in the Master Collateral Account and promptly thereafter, but in no event more than seven days after the receipt of funds by National or any Financing Source or receipt of such notice from the Master Collateral Agent, as the case may be, the Servicer shall instruct the Master Collateral Agent in writing (upon which instruction the Master Collateral Agent is entitled to conclusively rely) as to (i) the amount thereof which represents payments arising from the Related Vehicles and Related Master Collateral of each Beneficiary and (ii) upon the occurrence and during the continuance of a Default and as needed under clauses (c) and (d) below, the dollar amount thereof that is derived from the National Master Collateral and the NFLP Master Collateral, respectively. The Master Collateral Agent shall promptly after receipt of instructions from the Servicer (upon which instructions the Master Collateral Agent may conclusively rely), distribute or cause to be distributed to each Beneficiary the funds in the Master Collateral Account representing payments arising from the Related Vehicles and Related Master Collateral of such Beneficiary to an account previously specified in writing by such Beneficiary to the Master Collateral Agent, provided, however, that the Servicer shall not direct the Master Collateral Agent to so remit an amount in respect of National Master Collateral or NFLP Master Collateral, as the case may be, that would exceed the amount required to pay all amounts owing to such Beneficiary or to the Financing Source related to such Beneficiary by National and NFLP, respectively. (d) At such time as no further distributions from National or NFLP (as applicable) to a Financing Source, pursuant to the Financing Documents, are required or will be required to be made to a Beneficiary pursuant to Section 2.5(b), all remaining funds allocated to such Beneficiary in the Master Collateral Account shall be deemed distributed to National or NFLP, as their interests appear upon the written direction of the Servicer. (e) If at any time the Master Collateral Agent or the Servicer shall receive any funds to which it is not entitled pursuant to the provisions of this Agreement, the Servicer shall so advise the Master Collateral Agent (upon which advice the Master Collateral Agent may conclusively rely) and the Master Collateral Agent or the Servicer, as the case may be, shall forthwith take reasonable steps to ensure that such funds are remitted to the Person so entitled thereto, such remittance to be made promptly after determination thereof. (f) The Servicer may instruct (upon which instruction the Master Collateral Agent may conclusively rely) the Master Collateral Agent to invest funds on deposit in the Master Collateral Account in Eligible Investments. Such investment instructions may be given by any employee of the Servicer as to whom a “Qualified Institution” National Agent has notified the Master Collateral Agent in writing that such employee is authorized to deliver such instructions. If the Master Collateral Agent does not receive instructions from the Servicer prior to 11:00 a.m. on any day as to the distribution or investment of any funds in the Master Collateral Account then the Master Collateral Agent shall invest such funds in Eligible Investments set forth in a letter (the "Investment Letter") previously delivered by the Servicer to the Master Collateral Agent. All such investments shall be redeemable or mature on the next Business Day. The Master Collateral Agent shall not be responsible for all purposes hereunderany losses incurred on any investments made pursuant to this paragraph (f).

Master Collateral Account. (a) The Master Collateral Agent shall establish and maintain, or cause to be established and maintained, in the name of Master Collateral Agent for the benefit of the named Beneficiary, one or more accounts (the “"Collateral Account”") into which shall be initially deposited all Master Collateral and proceeds thereof, and shall establish and maintain, or cause to be established and maintained, in the name of the Master Collateral Agent for the benefit of the named Beneficiary, one or more accounts for each Group of Segregated Collateral (the “"Group Collateral Account” " and collectively with the Collateral Account, the “"Master Collateral Account”") into which shall be deposited the Master Collateral and proceeds thereof designated as belonging to such Group. Each Master Collateral Account shall bear a designation clearly indicating that the funds deposited therein are held for the respective benefit of the named Beneficiary and sole dominion and control over each Master Collateral Account shall be vested in the Master Collateral Agent for the benefit of the named Beneficiary. The Master Collateral Account shall be maintained (i) with one or more Qualified Institutions, or (ii) as segregated trust accounts with the corporate trust departments of depository institutions or trust companies having corporate trust powers so long as each such institution has a credit rating for its unsecured long-term debt not lower than investment grade by Standard & Poor’s. For so long as BOKF, National Association satisfies at least one of the BOKF Required Ratings and solely with respect to the accounts specified on Schedule 2.5(a), BOKF, National Association shall be deemed a “"Qualified Institution” " for all purposes hereunder. (b) If any Master Collateral Account (or any subaccount thereof) is not maintained in accordance with the previous clause (a), then within ten (10) days after a Responsible Officer has received written notice from any related Beneficiary or Financing Source to establish a new Master Collateral Account or subaccount thereof or has actual notice followed by written confirmation (which confirmation the Master Collateral Agent shall use its best efforts to obtain as soon as practicable at the request of the related Beneficiary or Financing Source) of such fact, the Master Collateral Agent shall establish a new Master Collateral Account (or a new subaccount) which complies with such clause (a) and transfer into the new Master Collateral Account (or subaccount) all funds from the non-qualifying Master Collateral Account (or subaccount). (c) The Servicer and the Grantors shall direct all payments representing (i) Disposition Proceeds, (ii) Guaranteed Payments and Repurchase Payments under Vehicle Disposition Programs, (iii) Incentive Payments under incentive programs, (iv) all payments under the Subleases and (v) all other payments or other proceeds arising from the Master Collateral to be deposited directly into the Collateral Account or the applicable Group Collateral Account. In the event that any of the Master Servicer, any Servicer, RCFC or any Financing Source shall receive directly into one of its accounts any such payments or proceeds, including cash, securities, obligations or other property, such Person shall accept in constructive trust for the Master Collateral Agent, and hold and deposit into the Master Collateral Account or the applicable Group Collateral Account within two (2) Business Days of receipt thereof, any of the foregoing payments or proceeds received directly by such Person in respect of the Master Collateral, with the endorsement or other evidence of transfer of such Person when necessary or appropriate. Each Grantor shall designate the Master Collateral Agent as loss payee on its physical damage and comprehensive insurance policies on the Master Collateral Vehicles. The Master Collateral Agent shall, within one (1) Business Day after receipt thereof, notify the Master Servicer when funds are deposited in the Master Collateral Account or the Collateral Account and the amount of such funds and promptly thereafter, but in no event more than two (2) Business Days after the receipt of such notice from the Master Collateral Agent, the Master Servicer shall instruct the Master Collateral Agent in writing (upon which instruction the Master Collateral Agent is entitled to conclusively rely) with respect to funds received hereunder as to (i) the aggregate amount thereof which represents payments or other proceeds arising from a Group of Segregated Collateral and the Related Vehicles and Related Master Collateral of each Beneficiary, (ii) upon the occurrence and during the continuance of a Default and as needed under clause (d) or (e) below or, in the sole judgment of the Master Servicer, as otherwise needed, the dollar amount thereof that is derived from Lessee Grantor Master Collateral and from RCFC Master Collateral, (iii)the dollar amount of Sublease payments, insurance payments, warranty payments and other payments, as set forth below, in each case relating to Master Collateral Vehicles, which, so long as no Default under the related Financing Documents has occurred and is continuing or would result therefrom may be withdrawn from the Master Collateral Account and distributed to the applicable Lessee Grantor, (iv)the dollar amount of funds not constituting Master Collateral (which may be distributed at any time to the Person entitled thereto), and (v) any additional information provided by the Master Servicer pursuant to and in accordance with Section 24.4(a)

Master Collateral Account. (a) The Master Collateral Agent shall establish and maintainmaintain for the benefit of the Beneficiaries, or cause to be established and maintained, an account (the "Master Collateral Account"), in the name of Master Collateral Agent for the benefit of the named BeneficiaryAgent, one or more accounts (the “Collateral Account”) into which shall be initially deposited all Master Collateral and proceeds thereof, and shall establish and maintain, or cause to be established and maintained, in the name of the Master Collateral Agent for the benefit of the named Beneficiary, one or more accounts for each Group of Segregated Collateral (the “Group Collateral Account” and collectively with the Collateral Account, the “Master Collateral Account”) into which shall be deposited the Master Collateral and proceeds thereof designated as belonging to such Group. Each Master Collateral Account shall bear bearing a designation clearly indicating that the funds deposited therein are held for the respective benefit of the named Beneficiary and sole dominion and control over each Master Collateral Account shall be vested in the Master Collateral Agent for the benefit of the named Beneficiary. The Master Collateral Account shall be maintained (i) with one or more a Qualified InstitutionsInstitution, or (ii) as a segregated trust accounts account with the corporate trust departments department of a depository institutions institution or trust companies company having corporate trust powers so long as each such institution has a credit rating for its unsecured long-term debt not lower than Baa3 by Moody's and not lower than investment grade by Standard & Poor’s's. For so long as BOKFIf the Master Collateral Account is not maintained in accordance with the previous sentence, National Association satisfies at least one then within ten (10) Business Days of obtaining knowledge of such fact, the BOKF Required Ratings Master Collateral Agent shall establish a new Master Collateral Account which complies with such sentence and solely transfer into the new Master Collateral Account all funds from the non-qualifying Master Collateral Account. Initially, the Master Collateral Account will be established with the Master Collateral Agent. (b) A Lessee Grantor or NFLP may enter into an Exchange Agreement with respect to Vehicles owned by each of them respectively, an interest in which has been pledged hereunder; provided that the accounts conditions to effectiveness of any such Exchange Agreement with respect to such Vehicles specified on Schedule 2.5(a)in the definition thereof shall have been satisfied. A Lessee Grantor or NFLP may designate certain Vehicles as Designated Vehicles to be exchanged, BOKFpursuant to an Exchange Agreement, National Association shall be deemed for one or more Replacement Vehicles. Upon receiving either (i) the required Replacement Vehicle or Replacement Vehicles as Master Collateral and confirming their compliance with the requirements set forth in the definition of "Replacement Vehicle" by receipt of Vehicle Orders and a “Qualified Institution” for all purposes hereunder.Vehicle Acquisition Schedule, if any, covering such Replacement Vehicle or Vehicles, or (ii) written confirmation from the Master Servicer, dated

Master Collateral Account. (a) The Master Collateral Agent shall establish and maintain, or cause to be established and maintained, in the name of Master Collateral Agent for the benefit of the named BeneficiaryBeneficiaries, one or more accounts (the “Collateral Account”) into which shall be initially deposited all Master Collateral and proceeds thereof, and shall establish and maintain, or cause to be established and maintained, in the name of the Master Collateral Agent for the benefit of the named Beneficiary, one or more accounts for each Group of Segregated Collateral (the “Group Collateral Account” and collectively with the Collateral Accountcollectively, the “"Master Collateral Account”) into which shall be deposited the Master Collateral and proceeds thereof designated as belonging to such Group. Each Master Collateral Account shall bear "), each bearing a designation clearly indicating that the funds deposited therein are held for the respective benefit of the named each Beneficiary and and, in each case, as to which sole dominion and control over each Master Collateral Account shall be vested in the Master Collateral Agent for the benefit of the named BeneficiaryAgent. The Master Collateral Account shall be maintained (i) with one or more Qualified Institutions, or (ii) as segregated trust accounts with the corporate trust departments of depository institutions or trust companies having corporate trust powers so long as each such institution has a credit rating for its unsecured long-term debt not lower than investment grade by Standard & Poor’s's. For so long If the Master Collateral Account (or any subaccount thereof) is not maintained in accordance with the previous sentence, then within ten (10) Business Days after a Responsible Officer has received written notice from any related Beneficiary or Financing Source to establish a new Master Collateral Account or subaccount thereof or has actual notice followed by written confirmation (which confirmation the Master Collateral Agent shall use its best efforts to obtain as BOKF, National Association satisfies soon as practicable at least one the request of the BOKF Required Ratings related Beneficiary or Financing Source) of such fact, the Master Collateral Agent shall establish a new Master Collateral Account (or a new subaccount) which complies with such sentence and solely transfer into the new Master Collateral Account (or subaccount) all funds from the non-qualifying Master Collateral Account (or subaccount). Initially, the Master Collateral Account will be established with respect to BOK and Bankers Trust Company. (b) The Servicer and the accounts specified on Schedule 2.5(aFinancing Sources shall direct all payments representing (i) Disposition Proceeds, (ii) Guaranteed Payments and Repurchase Payments under Vehicle Disposition Programs, (iii) Incentive Payments under incentive programs, (iv), BOKF, National Association shall be deemed a “Qualified Institution” for all purposes hereunder.

Master Collateral Account. (a) The Master Collateral Agent shall establish and maintainmaintain for the benefit of the Beneficiaries, or cause to be established and maintained, an account (the "Master Collateral Account"), in the name of Master Collateral Agent for the benefit of the named BeneficiaryAgent, one or more accounts (the “Collateral Account”) into which shall be initially deposited all Master Collateral and proceeds thereof, and shall establish and maintain, or cause to be established and maintained, in the name of the Master Collateral Agent for the benefit of the named Beneficiary, one or more accounts for each Group of Segregated Collateral (the “Group Collateral Account” and collectively with the Collateral Account, the “Master Collateral Account”) into which shall be deposited the Master Collateral and proceeds thereof designated as belonging to such Group. Each Master Collateral Account shall bear bearing a designation clearly indicating that the funds deposited therein are held for the respective benefit of the named Beneficiary and sole dominion and control over each Master Collateral Account shall be vested in the Master Collateral Agent for the benefit of the named Beneficiary. The Master Collateral Account shall be maintained (i) with one or more a Qualified InstitutionsInstitution, or (ii) as a segregated trust accounts account with the corporate trust departments department of a depository institutions institution or trust companies company having corporate trust powers so long as each such institution has a credit rating for its unsecured long-term debt not lower than Baa3 by Moodx'x xxx not lower than investment grade by Standard & Poor’s's. For so long as BOKFIf the Master Collateral Account is not maintained in accordance with the previous sentence, National Association satisfies at least one then within ten (10) Business Days of obtaining knowledge of such fact, the BOKF Required Ratings Master Collateral Agent shall establish a new Master Collateral Account which complies with such sentence and solely transfer into the new Master Collateral Account all funds from the non-qualifying Master Collateral Account. Initially, the Master Collateral Account will be established with the Master Collateral Agent. (b) A Lessee Grantor or a Lessor Grantor may enter into an Exchange Agreement with respect to Vehicles owned by each of them, respectively, an interest in which has been pledged hereunder; provided that the accounts conditions to effectiveness of any such Exchange Agreement with respect to such Vehicles specified on Schedule 2.5(ain the definition thereof shall have been satisfied. A Lessee (c) Other than as set forth in the next sentence, and, subject to the right, if any, of a Lessor Grantor or Lessee Grantor, as set forth in the applicable Group I Lease, to deposit certain funds directly into the applicable Collection Account, the Master Servicer, the Lessee Grantors and the Lessor Grantors, as applicable, shall cause payments (i) representing amounts payable under Manufacturer Programs (including payments under any Guaranteed Depreciation Program) and (ii) relating to the other Master Collateral to be made directly to the Master Collateral Agent for deposit into the Master Collateral Account (and the Master Servicer hereby instructs the Master Collateral Agent to deposit any such payments into the Master Collateral Account). Subject to the right, BOKFif any, National Association shall be deemed of a “Qualified Institution” for all purposes hereunder.Lessor Grantor or Lessee Grantor, as set forth in the applicable Group I Lease, to deposit certain funds directly into the applicable Collection Account, by the second Business Day following its receipt thereof in available funds, each of the Lessee Grantors or Lessor Grantors will deposit into the Master Collateral Account proceeds received by any of the Lessee Grantors or Lessor Grantors from (i) sales of Vehicles other than to or through a Manufacturer under its Manufacturer Program, (ii) sales of Vehicles at Auction, and

Master Collateral Account. (a) The Master Collateral Agent shall establish and maintain, or cause to be established and maintained, in the name of Master Collateral Agent for the benefit of the named Beneficiary, one or more accounts (the “"Collateral Account”") into which shall be initially deposited all Master Collateral and proceeds thereof, and shall establish and maintain, or cause to be established and maintained, in the name of the Master Collateral Agent for the benefit of the named Beneficiary, one or more accounts for each Group of Segregated Collateral (the “"Group Collateral Account” " and collectively with the Collateral Account, the “"Master Collateral Account”") into which shall be deposited the Master Collateral and proceeds thereof designated as belonging to such Group. Each Master Collateral Account shall bear a designation clearly indicating that the funds deposited therein are held for the respective benefit of the named Beneficiary and sole dominion and control over each Master Collateral Account shall be vested in the Master Collateral Agent for the benefit of the named Beneficiary. The Master Collateral Account shall be maintained (i) with one or more Qualified Institutions, or (ii) as segregated trust accounts with the corporate trust departments of depository institutions or trust companies having corporate trust powers so long as each such institution has a credit rating for its unsecured long-term debt not lower than investment grade by Standard & Poor’s. For so long as BOKF, National Association satisfies at least one of the BOKF Required Ratings and solely with respect to the accounts specified on Schedule 2.5(a), BOKF, National Association shall be deemed a “"Qualified Institution” " for all purposes hereunder. (b) If any Master Collateral Account (or any subaccount thereof) is not maintained in accordance with the previous clause (a), then within ten (10) days after a Responsible Officer has received written notice from any related Beneficiary or Financing Source to establish a new Master Collateral Account or subaccount thereof or has actual notice followed by written confirmation (which confirmation the Master Collateral Agent shall use its best efforts to obtain as soon as practicable at the request of the related Beneficiary or Financing Source) of such fact, the Master Collateral Agent shall establish a new Master Collateral Account (or a new subaccount) which complies with such clause (a) and transfer into the new Master Collateral Account (or subaccount) all funds from the non-qualifying Master Collateral Account (or subaccount). (c) The Servicer and the Grantors shall direct all payments representing (i) Disposition Proceeds, (ii) Guaranteed Payments and Repurchase Payments under Vehicle Disposition Programs, (iii) Incentive Payments under incentive programs, (iv) all payments under the Subleases and (v) all other payments or other proceeds arising from the Master Collateral to be deposited directly into the Collateral Account or the applicable Group Collateral Account. In the event that any of the Master Servicer, any Servicer, RCFC or any Financing Source shall receive directly into one of its accounts any such payments or proceeds, including cash, securities, obligations or other property, such Person shall accept in constructive trust for the Master Collateral Agent, and hold and deposit into the Master Collateral Account or the applicable Group Collateral Account within two (2) Business Days of receipt thereof, any of the foregoing payments or proceeds received directly by such Person in respect of the Master Collateral, with the endorsement or other evidence of transfer of such Person when necessary or appropriate. Each Grantor shall designate the Master Collateral Agent as loss payee on its physical damage and comprehensive insurance policies on the Master Collateral Vehicles. The Master Collateral Agent shall, within one (1) Business Day after receipt thereof, notify the Master Servicer when funds are deposited in the Master Collateral Account or the Collateral Account and the amount of such funds and promptly thereafter, but in no event more than two (2) Business Days after the receipt of such notice from the Master Collateral Agent, the Master Servicer shall instruct the Master Collateral Agent in writing (upon which instruction the Master Collateral Agent is entitled to conclusively rely) with respect to funds received hereunder as to (i) the aggregate amount thereof which represents payments or other proceeds arising from a Group of Segregated Collateral and the Related Vehicles and Related Master Collateral of each Beneficiary, (ii) upon the occurrence and during the continuance of a Default and as needed under clause (d) or (e) below or, in the sole judgment of the Master Servicer, as otherwise needed, the dollar amount thereof that is derived from Lessee Grantor Master Collateral and from RCFC Master Collateral,