Notices 156 Sample Clauses

Notices 156. Section 12.2 No Waivers 157 Section 12.3 Expenses; Indemnification 157 Section 12.4 Sharing of Set-Offs 158 Section 12.5 Amendments and Waivers 159 Section 12.6 Successors and Assigns 160 Section 12.7 Collateral; QP Status 164 Section 12.8 Governing Law; Submission to Jurisdiction 164 Section 12.9 Marshalling; Recapture 165 Section 12.10 Counterparts; Integration; Effectiveness 165 Section 12.11 Waiver of Jury Trial 165 Section 12.12 Survival 165 Section 12.13 Domicile of Loans 165 Section 12.14 Limitation of Liability 166 Section 12.15 Recourse; Non-Petition 166 Section 12.16 Confidentiality 166 Section 12.17 [Reserved] 167 Section 12.18 Direction of Collateral Agent 167 Section 12.19 Borrowings/Loans Made in the Ordinary Course of Business 168 Section 12.20 Acknowledgement and Consent to Bail-In of Affected Financial Institutions 168 Section 12.21 PATRIOT Act 168 Section 12.22 Severability 168 Section 12.23 Electronic Signatures 169 Section 13.1 Assignment of Corporate Services Agreement and Sale and Contribution Agreement 169

Notices 156. Waivers; Amendments 157 SECTION 9.03 Expenses; Indemnity; Damage Waiver 160 SECTION 9.04 Successors and Assigns 162 SECTION 9.05 Survival 166 SECTION 9.06 Counterparts; Integration; Effectiveness 167 SECTION 9.07 Severability 167 SECTION 9.08 Right of Setoff 167 SECTION 9.09 Governing Law; Jurisdiction; Consent to Service of Process 168 SECTION 9.10 WAIVER OF JURY TRIAL 168 SECTION 9.11 Headings 169 SECTION 9.12 Confidentiality 169 SECTION 9.13 Interest Rate Limitation 170 SECTION 9.14 Release of Liens and Guarantees 170 SECTION 9.15 USA PATRIOT Act Notice 171 SECTION 9.16 No Fiduciary Relationship 172 SECTION 9.17 Non-Public Information 172 SECTION 9.18 Co-Borrower Obligations 172 SCHEDULES: Schedule 1.01A — Existing Letters of Credit Schedule 2.01 — Commitments Schedule 3.05 — Mortgaged Properties Schedule 3.11A — Subsidiaries and Joint Ventures Schedule 3.11B — Disqualified Equity Interests Schedule 3.12 — Insurance Schedule 5.13 — Post-Closing Collateral Obligations Schedule 6.01 — Existing Indebtedness Schedule 6.02 — Existing Liens Schedule 6.04 — Existing Investments Schedule 6.09 — Affiliate Transactions Schedule 6.10 — Existing Restrictions EXHIBITS: Exhibit A — Form of Assignment and Assumption Exhibit B — Loan Auction Procedures Exhibit C-1 — Form of Borrowing Request Exhibit C-2 — Form of Letter of Credit Request Exhibit D — Form of Guarantee and Collateral Agreement Exhibit E — Form of Compliance Certificate Exhibit F — Form of Subordinated Intercompany Note Exhibit G-1 — Form of Pari Passu Intercreditor Agreement Exhibit G-2 — Form of Junior Lien Intercreditor Agreement Exhibit H — Form of Interest Election Request Exhibit I — Form of Mortgage Exhibit J — Form of Perfection Certificate Exhibit K — Form of Solvency Certificate Exhibit L-1 — Form of U.S. Tax Certificate for Non-U.S. Lenders that are not Partnerships for U.S. Federal Income Tax Purposes Exhibit L-2 — Form of U.S. Tax Certificate for Non-U.S. Lenders that are Partnerships for U.S. Federal Income Tax Purposes Exhibit L-3 — Form of U.S. Tax Certificate for Non-U.S. Participants that are not Partnerships for U.S. Federal Income Tax Purposes Exhibit L-4 — Form of U.S. Tax Certificate for Non-U.S. Participants that are Partnerships for U.S. Federal Income Tax Purposes Exhibit M — Form of Secretary’s Certificate (Including Forms of Authorizing Resolutions) Exhibit N — Form of Closing Certificate CREDIT AGREEMENT dated as of April 1, 2014, among COSTAR GROUP, INC., as Borrower, COSTAR R...