Agenda Packets - 2017/09/25 - Laserfiche WebLink

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(d) Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to Servicer or of or relating to all or substantially all of Servicer's property; or (e) Servicer shall admit in writing its inability to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations. Section 16. Assignment of Rights. Servicer acknowledges that all right, title and interest in and to this Agreement may be assigned with prior written approval, such approval not to be unreasonably withheld, by the Client to its successor or any trustee designated by the Client, if any, and that the successor and trustee shall have the rights to enforce the same. Servicer may not assign its rights under this Agreement without the prior written consent of the Client. Section 17. Independent Contractor. Nothing herein contained shall be deemed or construed to create a co -partnership or joint venture between the parties hereto and the services of Servicer shall be rendered as an independent contractor and not as agent for the Client, its successors and assigns, or any obligors or noteholders under the Client Loans. Section 18. Amendments. This Agreement may not be amended or modified except by a written agreement signed by the parties in interest at the time of such modification. Notwithstanding the foregoing, Servicer may adjust the Fees by providing an updated Schedule 2 and all other Schedules may be changed by mutual written agreement. Section 19. Confidentiality. Neither the Client nor Servicer shall disclose or use any Confidential Information (as defined below in Section 19.v) of the other party or its affiliates without the express written authorization of such other party or its affiliates, and each party will keep such Confidential Information confidential and will ensure that its affiliates and advisors who have access to such Confidential Information comply with such non -disclosure and non-use obligations. I. Notwithstanding the foregoing, the Client or Servicer may provide such Confidential Information as required pursuant to a court or administrative subpoena, court order or other such legal process or requirement of law; provided, however, that it shall endeavor to promptly notify the other of such request, order or requirement, unless such notice is prohibited by statute, rule, or court order. Nothing herein shall require either the Client or Servicer to fail to honor a subpoena, court or administrative order, or a requirement of law on a timely basis. ii. Notwithstanding this section, Servicer is expressly permitted to release information to borrowers upon written request regarding their specific loans; and, following receipt of borrowers written authorization to release information, Servicer is expressly authorized to release such information regarding that borrowers loan to a third party. iii. Servicer shall cause vendors, if any, not to use or disclose any Confidential Information of the Client except in compliance with this Agreement. Notwithstanding the foregoing, a vendor may disclose Confidential Information as required pursuant to a court or administrative subpoena, order, or other such legal process or requirement of law; provided, however, that it shall first notify the Client of such request or requirement, unless such notice is prohibited by statute, rule or court order. Servicer shall not, on the Client's behalf, require a vendor to fail to honor a subpoena, court or administrative order, or a requirement of law on a timely basis. Servicer shall also cause vendors not to remove any Confidential Information from the Client premises without the Client's prior written authorization. iv. Each party shall limit access to the other party's Confidential Information to only those of its employees and agents who require such access in performing their duties hereunder. Servicer agrees to either return the Confidential Information to the Client or destroy the Confidential Information upon completion of the work or, in any event, upon termination of the Agreement between the parties. Except as expressly provided in this Agreement, no ownership or license rights are granted in any Confidential Information. 506156v2 AMB MU210-194