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<br />Audit Rights. Client will have the right to audit CEE, at Client’s own expense and not more than
<br />once per calendar year, for purposes of evaluating compliance with the terms of this Agreement.
<br />CEE will provide full cooperation and will be responsible for assuring full cooperation by its
<br />employees and vendors in connection with such audits. CEE shall cause any vendor that performs
<br />tasks related to the Services to allow Client and its counsel, accountants, and other
<br />representatives, as well as the applicable regulatory authorities of Client or the state of Minnesota,
<br />reasonable access upon ten (10) business days advance written notice and only during normal
<br />business hours, to all of CEE and vendors’ files, books and records directly relating to the
<br />Services performed for Client under this Agreement. CEE will provide, and shall require all
<br />vendors to provide, to Client, or obtain for Client, access to such properties, records, and
<br />personnel as Client may reasonably require, and shall provide Client with CEE’s most recent
<br />audited financial statements and the names, resumes, and proof of any required licensures for all
<br />relevant personnel employed by CEE. The Client and its representatives and affiliates shall treat
<br />all information obtained in such investigation that is not otherwise in the public domain as
<br />confidential, pursuant to the Client’s obligation to comply with the Minnesota Government Data
<br />Practices Act which shall supersede any contrary provision herein. CEE shall make financial
<br />statement audits available to Client on an annual basis, including any SSAE -16 audits that may
<br />be performed on behalf of CEE. CEE shall remit annual financial statement audit reports to Client
<br />upon request.
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<br />11. Cooperation.
<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 which is being serviced by CEE, and (ii) any
<br />communication Client receives from any regulator, state of federal agency, or other governmental
<br />entity relating to any borrower’s loan that is being serviced by CEE or otherwise relating to
<br />CEE’s loan servicing activities, and (b) cooperate with CEE regarding any claim, dispute,
<br />regulatory examination or investigation related to Client’s loans and the services provided to
<br />Client by CEE under this Agreement.
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<br />12. Indemnity
<br />CEE and Client each agree to indemnify, defend, and hold the other and each of their respective
<br />officers, directors, employees, agents, counsel, advisors, and representatives (each, an
<br />“Indemnified Party”) harmless from and against any and all claims, losses, penalties, fines,
<br />forfeitures, legal fees and related costs, judgments, and any other costs, fees, and expenses
<br />incurred by Indemnified Party arising out of any actions, demands, investigations, proceedings,
<br />claims, counterclaims, or defenses, made by or on behalf of any third party related to the failure
<br />of CEE or Client to perform its duties in compliance with the terms of this Agreement.
<br />Notwithstanding the foregoing, n either party shall indemnify any such Indemnified Party if such
<br />acts, omissions, or alleged acts giving rise to the Indemnified Party’s liability constitute fraud,
<br />gross negligence, willful misconduct, or breach of fiduciary duty by such Indemnified Party.
<br />Neither CEE nor Client shall have an obligation to appear with respect to, prosecute, or defend
<br />any legal action which is not incidental to this Agreement. Nothing herein shall be interpreted as
<br />a waiver or limitation of any defense or immunity available to Client, including but not limited to
<br />the application of Minnesota Statutes, chapter 466.
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<br />Mounds View Loan Servicing Contract #3084
<br />621273v5MU205-13
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