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7 | Page <br />CLIENT NAME Loan Servicing Agreement #XXXX <br /> Either Client or CEE may terminate servicing by CEE with respect to any Client Loan or <br />all Client Loans upon (a) ninety (90) days prior written notice delivered to the other party via <br />email (and duly acknowledged by the other party) or (b) upon the occurrence of a CEE <br />Termination Event (as defined below). Upon such termination, CEE shall promptly supply <br />appropriate reports, documents, promissory notes, and other information as requested by Client or <br />any person or entity designated by Client and shall use its commercial best efforts to effect the <br />orderly and efficient transfer or servicing to the Client or a new servicer designated by Client <br />subject to the fees described in Exhibit B. <br /> <br />If any of the following events with respect to CEE shall occur and be continuing, it shall be a <br />“Termination Event”: <br /> <br />A. Any failure by CEE to remit any payment required to be made under the terms of the <br />Agreement which continues un-remedied for a period of ten (10) business days after <br />such payment was required to be made (and such cured failure shall not be deemed a <br />Termination Event); provided, however, that any such failure shall not constitute a <br />Termination Event if such delay or failure could not have been prevented by the <br />exercise of reasonable diligence by CEE, or such delay or failure was caused by <br />events subject to Section 26. Force Majeure; or <br /> <br />B. Any material breach by CEE or Client of their respective representations and <br />warranties contained herein that materially and adversely affects the interests of the <br />other, or any failure on the part of CEE or Client to observe or perform in any <br />material respect any of the covenants or agreements other than as described in <br />subsection A of this Section 14 and that continues un-remedied for a period of thirty <br />(30) days after the date on which notice of such breach, requiring the same to be <br />remedied, shall have been given to by the non-breaching party to the breaching party; <br />provided, however, that if the breaching party certifies to the non-breaching party <br />that it has in good faith attempted to remedy such breach, such cure period will be <br />extended to the extent necessary to permit breaching party to cure such breach; or <br /> <br />C. CEE or Client shall suffer a material adverse change in its financial condition that <br />affects its ability to perform its obligations under this Agreement; or <br />D. CEE or Client is subject to a bankruptcy or other proceeding relating to its liquidation <br />or insolvency, or a decree or order of a court or agency or supervisory authority <br />having jurisdiction for the appointment of a conservator or receiver or liquidator in <br />any insolvency, readjustment of debt, marshaling of assets and liabilities or similar <br />proceedings, or for the winding-up or liquidation of its affairs, shall have been <br />entered against CEE or Client and such decree or order shall have remained in force, <br />undischarged or un-stayed for a period of sixty (60) days; or <br /> <br />E. CEE or Client shall consent to the appointment of a conservator or receiver or <br />liquidator in any insolvency, readjustment of debt, marshaling of assets or liabilities,