Servicer Defaults   27 Sample Clauses

Servicer Defaults   27. Section 6.2. Indenture Trustee To Act as Successor Servicer; Appointment of Successor Servicer 29 Section 6.3. Notification to Noteholders 30 Section 6.4. Waiver of Past Defaults 30 Section 7.1. Termination of Agreement 32 Section 8.1. Amendment 33 Section 8.2. Protection of Right, Title and Interest in, to and under Trust Assets 34 TABLE ON CONTENTS (continued) Section 8.3. Governing Law; Consent to Jurisdiction; Waiver of Jury Trial 34 Section 8.4. Notices 35 Section 8.5. Severability of Provisions 36 Section 8.6. Further Assurances 36 Section 8.7. No Waiver; Cumulative Remedies 36 Section 8.8. Counterparts 36 Section 8.9. Binding; Third-Party Beneficiaries 36 Section 8.10. Actions by Noteholders 37 Section 8.11. Rule 144A Information 37 Section 8.12. Merger and Integration 37 Section 8.13. Headings 37 Section 8.14. Limitation of Liability 37 Section 8.15. Non-petition Covenant 37 Section 8.16. Force Majeure 38 Section 9.1. Intent of the Parties; Reasonableness 39 Section 9.2. Additional Representations and Warranties of the Servicer 39 Section 9.3. Information to Be Provided by the Servicer 39 Section 9.4. Report on Assessment of Compliance and Attestation 41 Section 9.5. Use of Subservicers and Servicing Participants 42 Exhibit A Form of Power of Attorney Exhibit B Form of Opinion of Counsel with Respect to Amendments Exhibit C Form of Annual Certification Exhibit D Servicing Criteria to be Addressed in Assessment of Compliance SERVICING AGREEMENT, dated as of August 1, 2012, by and among DRYROCK FUNDING LLC, a Delaware limited liability company, as transferor (the “Transferor”), BARCLAYS BANK DELAWARE, a Delaware banking corporation, as servicer and as administrator (the “Servicer” and the “Administrator”), DRYROCK ISSUANCE TRUST, a statutory trust created under the laws of the State of Delaware, as issuer (the “Issuer” or the “Trust”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, in its capacity as indenture trustee (the “Indenture Trustee”). In consideration of the mutual agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree that this Agreement, together with the other Transaction Documents (each capitalized term as hereinafter defined) will define the contractual obligations of the Transferor, the Servicer, the Administrator, the Issuer and the Indenture Trustee, including, but not limited to, representations and warra...