Administrative Agent, to comply
with the terms of this subsection 2.22.
The Borrowers, each Bank, and if
applicable, the Administrative Agent, hereby agrees, without limiting Markit's
or JPMorgan Chase Bank, N.A.'s other rights and remedies, that it is responsible
for and liable for any breach of any of the provisions of this subsection 2.22
by its respective Designated Users.
(B)
EACH BORROWER AND EACH BANK ACKNOWLEDGES THAT ALL COPYRIGHT, DATABASE
RIGHTS, TRADE MARKS, PATENTS, RIGHTS OF PRIVACY OR PUBLICITY AND OTHER
PROPRIETARY OR INTELLECTUAL PROPERTY RIGHTS (INCLUDING ALL MODELS, SOFTWARE,
DATA AND ANY MATERIALS) COMPRISED IN ALL OR ANY OF THE MARKIT DATA, OR THEIR
PROVISION, AND ALL ENHANCEMENTS, MODIFICATIONS OR ADDITIONAL SERVICES THERETO,
ARE AND WILL BE THE EXCLUSIVE PROPERTY OF MARKIT.
EXCEPT AS PROVIDED FOR UNDER
THIS AGREEMENT, EACH OF THE BORROWERS AND EACH BANK AGREES THAT IT WILL NOT USE
THE SAME (INCLUDING COPYING, REVERSE ENGINEERING OR, EXCEPT AS OTHERWISE
REQUIRED BY LAW OR REGULATION, DISCLOSING IT TO ANY PERSON, FOR ANY PURPOSE
WHATSOEVER) AND WILL NOT REMOVE OR DEFACE ANY TRADEMARKS ASSOCIATED WITH THE
MARKIT DATA.
EACH BANK ACKNOWLEDGES THAT THE MARKIT DATA WAS DEVELOPED,
COMPILED, PREPARED, REVISED, SELECTED AND ARRANGED BY MARKIT AND OTHERS
(INCLUDING CERTAIN INFORMATION SOURCES (EACH A "DATA PROVIDER")) THROUGH THE
APPLICATION OF METHODS AND STANDARDS OF JUDGMENT DEVELOPED AND APPLIED THROUGH
THE EXPENDITURE OF SUBSTANTIAL TIME, EFFORT AND MONEY, AND CONSTITUTE VALUABLE
INTELLECTUAL PROPERTY AND TRADE SECRETS OF MARKIT.
EACH BORROWER AND EACH BANK
SHALL MAKE REASONABLE EFFORTS TO COMPLY, AT MARKIT'S EXPENSE, WITH ALL
REASONABLE WRITTEN REQUESTS MADE BY JPMORGAN CHASE BANK, N.A. (UPON MARKIT'S
REASONABLE WRITTEN REQUESTS TO JPMORGAN CHASE BANK, N.A.) TO PROTECT ANY
CONTRACTUAL, STATUTORY AND COMMON LAW RIGHTS IN THE MARKIT DATA.
(C)
EACH BORROWER AND EACH BANK ACKNOWLEDGES THAT NONE OF MARKIT,
JPMORGAN CHASE BANK, N.A., THEIR RESPECTIVE AFFILIATES OR ANY DATA PROVIDER
MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY OR COMPLETENESS OF
THE MARKIT DATA OR AS TO THE RESULTS TO BE ATTAINED BY EITHER BORROWER OR ANY
BANK OR OTHERS FROM THE USE OF THE MARKIT DATA.
EACH BORROWER AND EACH BANK
HEREBY ACKNOWLEDGES THAT THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF TITLE,
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, AND THAT IT HAS NOT
RELIED UPON ANY WARRANTY, GUARANTY OR REPRESENTATION MADE BY MARKIT, JPMORGAN
CHASE BANK, N.A., THEIR RESPECTIVE AFFILIATES OR ANY DATA PROVIDER.
(D)
NEITHER MARKIT AND ITS AFFILIATES (EXCEPT IN THE EVENT OF FRAUD,
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT ON PART OF MARKIT OR ITS AFFILIATES) NOR
ANY DATA PROVIDER NOR JPMORGAN CHASE BANK, N.A. AND ITS AFFILIATES SHALL IN ANY
WAY BE LIABLE TO THE BORROWERS, ANY BANK OR ANY CLIENT OF ANY BANK FOR ANY
INACCURACIES, ERRORS OR OMISSIONS, REGARDLESS OF CAUSE, IN THE MARKIT DATA
PROVIDED HEREUNDER OR FOR ANY DAMAGES (WHETHER DIRECT OR INDIRECT) RESULTING
THEREFROM.
WITHOUT LIMITING THE FOREGOING, MARKIT AND JPMORGAN CHASE BANK, N.A.
SHALL HAVE NO LIABILITY WHATSOEVER TO EITHER BORROWER OR ANY BANK OR CLIENT