Agenda Packets - 2017/09/25 - Laserfiche WebLink

Home Browse Search

THE EXCLUSIVE REMEDY AVAILABLE TO CLIENT SHALL BE THE RIGHT TO PURSUE CLAIMS FOR ACTUAL DAMAGES THAT ARE DIRECTLY CAUSED BY ACTS OR OMISSIONS THAT ARE BREACHES BY SERVICER OF ITS DUTIES UNDER THIS AGREEMENT. SERVICER'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NEVER EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO SERVICER PURSUANT TO THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH ACTION, EXCLUDING ANY THIRD PARTY COSTS. Section 15. Term of Agreement Termination. The initial term shall commence on the Effective Date and continue for a period of three (3) years (the "Initial Term"). Thereafter, the Agreement shall automatically renew for successive one (1) year periods, unless CRF or Client provides written notice of non -renewal to the other party at least sixty (60) days before the end of the current term. Notwithstanding the preceding, on the date corresponding to sixty days prior to any one year anniversary, the contract will automatically extend to the next one year anniversary date, unless notice of termination is given as specified in the following paragraph. I. Either the Client or Servicer may terminate servicing by Servicer with respect to any Client Loan or all Client Loans upon ninety (90) days written notice delivered to the other party via email (and duly acknowledged by the other party) or upon a Servicer Termination Event (as defined below). Upon such termination, Servicer shall promptly supply appropriate reports, documents, promissory notes and other information as requested by the Client or any person or entity designated by the Client and shall use its best efforts to effect the orderly and efficient transfer of servicing to the Client or a new servicer designated by the Client subject to the fees described in Schedule 2. ii. If any of the following events with respect to Servicer shall occur and be continuing, it shall be a "Servicer Termination Event': (a) any failure by Servicer to remit any payment required to be made under the terms of the Agreement which continues un -remedied for a period of ten (10) business days after such payment was required to be made (and such cured failure shall not be deemed a Servicer Termination Event); provided, however, that any such failure shall not constitute a Servicer Termination Event if such delay or failure could not have been prevented by the exercise of reasonable diligence by Servicer, or such delay or failure was caused by an act of God or public enemy, acts of declared or undeclared war, terrorism, public disorder, rebellion, riot or sabotage, epidemics, landslides, lightening, fire, hurricanes, tornadoes, earthquakes, nuclear disasters or meltdowns or floods; or (b) any breach by Servicer of the representations and warranties contained herein that, in the Client's sole discretion, materially and adversely affects the interests of the Client, or any failure on the part of Servicer to observe or perform in any material respect any of the covenants or agreements on the part of Servicer not described in subsection (a) and that continues unremedied for a period of thirty (30) days after the date on which notice of such breach, requiring the same to be remedied, shall have been given to Servicer by the Client; provided, however, that if Servicer certifies to the Client that Servicer is in good faith attempting to remedy such breach, such cure period will be extended to the extent necessary to permit Servicer to cure such breach, but in no event more than thirty (30) days from the date of receipt by Servicer of written notice of such breach; or (c) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding -up or liquidation of its affairs, shall have been entered against Servicer and such decree or order shall have remained in force, undischarged or unstayed for a period of 60 days; or 506156v2 AMB MU210-194