Common use of Servicer Acts as Agent; Gross Collections; Disbursing Notices Clause in Contracts

Servicer Acts as Agent; Gross Collections; Disbursing Notices. (a) The Servicer shall, during the term of this Amendment, deposit or cause to be deposited Gross Collections upon receipt for each Trust without deduction, off-set or netting into an account entitled "ContiMortgage Payment Clearing A/C FBO Other Investors/Custodial Acct" maintained at the Clearing Bank for the benefit of the Trusts (the "Clearance Account"). Notwithstanding anything to the contrary in any Pooling Agreement, the Servicer shall not receive Servicing Fees, other servicing compensation, or reimbursement of Servicing Advances or Servicer Delinquency Advances except in accordance with this Amendment and the Servicer shall not be entitled to deduct, off-set or net any amounts from Gross Collections prior to deposit into the Clearance Account. (b) The parties hereto agree that the Servicer shall be acting in the capacity as agent of the Trusts when it receives Gross Collections, deposits Gross Collections into the Clearance Account and when it issues Disbursement Notices, and that the Servicer has no right, title or interest in any Gross Collections unless and until such amounts are actually paid to the Servicer pursuant to an authorized Disbursement Notice for its own benefit in accordance with this Amendment. (c) The Servicer shall not have or obtain any right, title or interest in any amounts paid from the Gross Collections to the Supplemental Servicer as a Supplemental Servicing Fee, as reimbursement for Supplemental Delinquency Advances, or otherwise. The Servicer acknowledges and agrees that any Gross Collections received and held by it in the Clearance Account or otherwise are held as agent and in trust for the applicable Trust. Each Trust is the owner of its Gross Collections until actually paid pursuant to this Amendment and the Pooling Agreement. (d) Subject to Section 2.06, on each Business Day in which collected funds are on deposit in the Clearance Account, the Disbursing Agent, as agent for each Trustee, shall issue a notice to the Clearing Bank, the other Disbursing Agent and the Verification Agent (each a "Disbursement Notice"), which in each case shall contain (subject to appropriate modification) the items of information shown on Exhibit II hereto, directing such Clearing Bank to (i) transfer the appropriate amounts of escrow funds, insurance premiums, and suspense items to their respective accounts, (ii) to pay by wire transfer from the Clearance Account to the Supplemental Servicer or the Servicer from Funds Available for Servicing Payments remaining after transfers pursuant to subsection (i) in this paragraph, as appropriate and pursuant to the priorities established in this Amendment, all available funds necessary to pay Supplemental Servicing Fees, Servicing Fees and other servicing compensation, and (iii) to pay by wire transfer from the Clearance Account to the Supplemental Servicer or the Servicer from any funds of each Trust Group remaining after transfers pursuant to subsections (i) and (ii) in this paragraph, as appropriate and pursuant to the priorities established in this Amendment, all available funds of each Trust Group necessary to reimburse Supplemental Delinquency Advances and Servicer Delinquency Advances, provided, that any disputed amounts shall be deposited into the Principal and Interest Account for the related Trust as provided in Section 6.01. To the extent any amounts remain in the Clearance Account after such amounts have been paid, the Disbursing Agent shall issue a Disbursement Notice directing the Clearing Bank to deposit the Daily Collections into the Principal and Interest Account for the related Trust. (e) In all instances in which the Disbursing Agent is required to perform an action, the Servicer shall be obligated to take such action and the Supplemental Servicer may, but is not required to perform, such action. Each person receiving direction or a notice (including, without limitation, a Disbursement Notice) from the Servicer and Supplemental Servicer, in each case as Disbursing Agent, pertaining to the payment of Supplemental Servicing Fees or reimbursement for Supplemental Delinquency Advances shall disregard the direction or notice from the Servicer and act in accordance with the direction or notice from the Supplemental Servicer. The Supplemental Servicer as the other Disbursing Agent, retains the right to issue alternate Disbursement Notices to the Clearing Bank concerning Supplemental Servicing Fees and reimbursement for Supplemental Delinquency Advances which shall supercede any inconsistent direction or notice issued by the Servicer as Disbursing Agent and shall make all such inconsistent notices or directions null and void. Each Disbursing Agent agrees that it will only disburse funds on deposit in the Clearance Account in accordance with the terms of the related Pooling Agreements, as amended by this Amendment. If the Supplemental Servicer is acting as Disbursing Agent, it shall disburse funds in the Clearance Account only with respect to the Home Equity Loans owned by the Trusts. At such time as this Amendment has terminated and the Supplemental Servicer has been paid and reimbursed all amounts owing to it pursuant to this Amendment, the Supplemental Servicer shall so notify the Clearing Bank, and shall advise the Clearing Bank that it is no longer authorized to issue Disbursement Notices pursuant hereto and that any then effective Disbursement Notices given by it shall thereafter be void.