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<br />CLIENT NAME Loan Servicing Agreement #XXXX
<br />thirty (30) days advance written notice and only during normal business hours, to all of CEE and
<br />vendors’ files, books and records directly relating to the Services performed for Client under this
<br />Agreement. CEE will provide, and shall require the vendor to provide, to Client, or obtain for
<br />Client, access to such properties, records, and personnel as Client may reasonably require, and
<br />shall provide Client with CEE’s most recent audited financial statements and the names, resumes,
<br />and proof of any required licensures for all relevant personnel employed by CEE , the Client and
<br />its representatives and affiliates shall treat all information obtained in such investigation that is
<br />not otherwise in the public domain as confidential. CEE shall make financial statement audits
<br />available to Client on an annual basis, including any SSAE -16 audits that may be performed on
<br />behalf of CEE. CEE shall remit annual financial statement audit reports to Client upon request.
<br />11. Cooperation.
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<br />Client agrees that it shall (a) promptly deliver to CEE (i) any communications that Client receives
<br />from a borrower relating to such borrower’s loan, and (ii) any communication Client receives from
<br />any regulator, state of federal agency or other governmental entity relating to any borrower’s loan that
<br />is being serviced by CEE or otherwise relating to CEE’s loan servicing activities, and (b) cooperate
<br />with CEE regarding any claim, dispute, regulatory examination or investigation related to Client’s
<br />loans and the services provided to Client by CEE under this Agreement.
<br />12. Indemnity
<br />CEE and Client each agree to indemnify, defend, and hold the other and each of their respective officers,
<br />directors, employees, agents, counsel, advisors, and representatives (each, an “Indemnified Party”)
<br />harmless from and against any and all claims, losses, penalties, fines, forfeitures, legal fees and related
<br />costs, judgments, and any other costs, fees, and expenses incurred by Indemnified Party arising out of
<br />any actions, demands, investigations, proceedings, claims, counterclaims, or defenses, made by or on
<br />behalf of any third party related to the failure of CEE or Client to perform its duties in compliance with
<br />the terms of this Agreement. Notwithstanding the foregoing, neither CEE nor Client shall indemnify any
<br />such Indemnified Party if such acts, omissions, or alleged acts constitute fraud, gross negligence, willful
<br />misconduct, or breach of fiduciary duty by such Indemnified Party. Neither CEE nor Client shall have an
<br />obligation to appear with respect to, prosecute, or defend any legal action which is not incidental to this
<br />Agreement.
<br />12. Taxes. Neither CEE nor Client shall be responsible to the other party for any taxes owed by such
<br />party, including, without limitation, any federal, state, or local income or franchise taxes or other taxes,
<br />imposed on or measured by income received by such party (or any interest or penalties with respect
<br />thereto or arising from a failure to comply therewith) that are required to be paid by such party in
<br />connection herewith to any taxing authority.
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<br />13. Reliance. CEE and Client, and any director, officer, employee, or agent of CEE or Client
<br />respectively, may rely on any document of any kind which it, in good faith, reasonably believes to be
<br />genuine and to have been adopted or signed by the proper authorities or persons respecting any matters
<br />arising hereunder.
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