Common use of Markit Data Clause in Contracts

Markit Data. (a) Citibank, in any capacity, whether in an individual capacity or as the Administrative Agent or a Bank or otherwise, shall receive data from Markit with respect to the Credit Default Swap Spread hereunder and agrees in such capacity to provide to Designated Users identified by each Bank (and, if Citibank is not the Administrative Agent, the Administrative Agent) and the Borrowers such data, including any accompanying written notice or supporting information from Markit (together, the “Markit Data”), via email, log-in or other means of communication at the discretion of Citibank. Citibank shall have all of the rights, benefits and protections of the Administrative Agent provided for in this Section 10 when acting in such capacity with respect to the provision of any Markit Data. For the avoidance of doubt, any Designated User shall only access and use the Markit Data for the purposes as specified in this Agreement on behalf of the respective Bank or, if applicable, the Administrative Agent and shall be required by such Bank, and if applicable, the Administrative Agent, to comply with the terms of this Section 10.10. Each Bank, and if applicable, the Administrative Agent, hereby agrees, without limiting Markit’s or Citibank’s other rights and remedies, that it is responsible for and liable for any breach of any of the provisions of this Section 10.10 by its respective Designated Users. (b) 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 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 Bank shall make reasonable efforts to comply, at Markit’s expense, with all reasonable written requests made by Citibank (upon Markit’s written requests to Citibank) to protect any contractual, statutory and common law rights in the Markit Data. (c) Each Bank acknowledges that none of Markit, Citibank, 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 any Bank or others from the use of the Markit Data. 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, Citibank, 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 the part of Markit or its affiliates) nor any Data Provider nor Citibank and its affiliates shall in any way be liable to 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 Citibank shall have no liability whatsoever to any Bank or client of a Bank, whether in contract (including under an indemnity), in tort (including negligence), under a warranty, under statute or otherwise, in respect of any loss or damage suffered by such Bank or client as a result of or in connection with any opinions, recommendations, forecasts, judgments, or any other conclusions, or any course of action determined, by such Bank or any client of such Bank, whether or not based on the Markit Data. To the extent permitted by law, neither Markit nor Citibank nor their respective affiliates shall be liable for any loss of profits or revenue or any indirect or consequential losses or damages whatsoever incurred, whether or not it has been advised in advance of the possibility of any such loss. (e) Each Bank acknowledges that it or its employees may, in the course of performing such Bank’s responsibilities under this Agreement, be exposed to or acquire information which is proprietary or confidential to Markit or to third parties to whom Markit owes a duty of confidentiality. Markit’s and such third parties’ confidential information means the Markit Data and any related materials provided by Markit through Citibank to each Bank and the Administrative Agent under this Agreement. Each Bank agrees to hold Markit’s and such third parties’ confidential information in confidence to the same extent and in the same manner as such Bank is required to hold the Borrowers’ information confidential pursuant to Section 11.12 hereof and agrees that it will follow procedures which are intended to put any transferee of such confidential information on notice that such confidential information may not be used for any other purposes except as contemplated herein. It is understood and agreed that in the event of a breach of confidentiality, damages may not be an adequate remedy and that Citibank shall be entitled to injunctive relief to restrain any such breach, threatened or actual. Notwithstanding anything herein to the contrary, the Banks and the Administrative Agent are entitled to disclose and use the Markit Data in the normal course of their business as it relates to this Agreement, including but not limited to disclosing such information to ratings agencies, league table providers and prospective assignees and participants. (f) The Borrowers acknowledge that each of Citibank and the other Banks from time to time may conduct business with and may be a shareholder of Markit and that each of Citibank or the other Banks may have from the time to time the right to appoint one or more directors to the board of directors of Markit.

Markit Data. (a) CitibankBarclays, in any capacity, whether in an individual capacity or as the Administrative Agent or a Bank Lender or otherwise, shall receive data from Markit with respect to the Credit Default Swap Spread hereunder Applicable Rate and agrees in such capacity to provide to Designated Users identified by each Bank Lender (and, if Citibank Barclays is not the Administrative Agent, the Administrative Agent) and the Borrowers such data, including any accompanying written notice or supporting information from Markit (together, the “Markit Data”), via email, log-in or other means of communication at the discretion of CitibankBarclays. Citibank Barclays shall have all of the rights, benefits and protections of the Administrative Agent provided for in this Section 10 Article IX when acting in such capacity with respect to the provision of any Markit Data. . (b) For the avoidance of doubt, any Designated User shall only access and use the Markit Data for the purposes as specified in this Agreement on behalf of the respective Bank Lender or, if applicable, the Administrative Agent and as shall be required by such BankLender, and if applicable, the Administrative Agent, to comply with the terms of this Section 10.1010.22. Each BankLender, and if applicable, the Administrative Agent, hereby agrees, without limiting Markit’s or CitibankBarclays’s other rights and remedies, that it is responsible for and liable for any breach of any of the provisions of this Section 10.10 10.22 by its respective Designated Users. (bc) Each Bank Lender 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 Bank Lender 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 Lender 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 Bank Lender shall make reasonable efforts to comply, at Markit’s expense, with all reasonable written requests made by Citibank Barclays (upon Markit’s written requests to CitibankBarclays) to protect any contractual, statutory and common law rights in the Markit Data. (cd) Each Bank Lender acknowledges that none of Markit, CitibankBarclays, their respective affiliates 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 any Bank Lender or others from the use of the Markit Data. Each Bank Lender 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, CitibankBarclays, their respective affiliates Affiliates or any Data Provider. (de) Neither Markit and its affiliates (except in the event of fraud, gross negligence or willful misconduct on the part of Markit or its affiliates) Affiliates nor any Data Provider nor Citibank Barclays and its affiliates Affiliates shall in any way be liable to any Bank Lender or any client of any Bank Lender for any inaccuracies, errors or omissions, regardless of cause, in the Markit Data provided hereunder or for any damages (whether direct or indirect) resulting therefromtherefrom except, in each case, in the event of its own fraud, gross negligence or willful misconduct. Without limiting the foregoing, Markit and Citibank Barclays shall have no liability whatsoever to any Bank Lender or client of a BankLender, whether in contract (including under an indemnity), in tort (including negligence), under a warranty, under statute or otherwise, in respect of any loss or damage suffered by such Bank Lender or client as a result of or in connection with any opinions, recommendations, forecasts, judgments, or any other conclusions, or any course of action determined, by such Bank Lender or any client of such BankLender, whether or not based on the Markit Data. To the extent permitted by law, neither Markit nor Citibank Barclays nor their respective affiliates Affiliates shall be liable for any loss of profits or revenue or any indirect or consequential losses or damages whatsoever incurred, whether or not it has been advised in advance of the possibility of any such loss. Notwithstanding anything in this Section 10.22 to the contrary, any waiver of liability on the part of Barclays and its Affiliates in this Section 10.22 shall be limited to the extent and scope of any waiver of liability with respect to the Administrative Agent as set forth in Article IX hereunder. (ef) Each Bank Lender acknowledges that it or its employees may, in the course of performing such BankLender’s responsibilities under this Agreement, be exposed to or acquire information which is proprietary or confidential to Markit or to third parties to whom Markit owes a duty of confidentiality. Markit’s and such third parties’ confidential information means the Markit Data and any related materials provided by Markit through Citibank Barclays to each Bank Lender and the Administrative Agent under this Agreement. Each Bank Lender agrees to hold Markit’s and such third parties’ confidential information in confidence to the same extent and in the same manner as such Bank Lender is required to hold the Borrowers’ Borrower’s information confidential pursuant to Section 11.12 hereof 10.08 and agrees that it will follow procedures which are intended to put any transferee of such confidential information on notice that such confidential information may not be used for any other purposes except as contemplated herein. It is understood and agreed that in the event of a breach of confidentiality, damages may not be an adequate remedy and that Citibank Barclays shall be entitled to injunctive relief to restrain any such breach, threatened or actual. Notwithstanding anything herein to the contrary, the Banks Lenders and the Administrative Agent are entitled to disclose and use the Markit Data in the normal course of their business as it relates to this Agreement, including but not limited to disclosing such information to ratings agencies, regulatory agencies, league table providers and providers, prospective assignees and participants. (fg) The Borrowers acknowledge Borrower acknowledges that each of Citibank the Administrative Agent and the other Banks Lenders from time to time may conduct business with and may be a shareholder of Markit and that each of Citibank or the other Banks Administrative Agent and the Lenders may have from the time to time the right to appoint one or more directors to the board of directors of Markit.

Markit Data. (a) Citibank, in any capacityJPMorgan, whether in an its individual capacity or as the Administrative Agent or a Bank Lender or otherwise, shall may receive data from Markit Group Limited (“Markit”) with respect to the Credit Default Swap Spread hereunder and agrees in such capacity to provide provide, upon request, to Designated Users identified by each Bank Lender (and, if Citibank JPMorgan is not the Administrative Agent, the Administrative Agent) and the Borrowers such data, including any accompanying written notice or supporting information from Markit (together, the “Markit Data”), via email, log-in or other means of communication at the discretion of CitibankJPMorgan. Citibank JPMorgan shall have all of the rights, benefits and protections of the Administrative Agent provided for in this Section 10 Article 7 when acting in any such capacity with respect to the provision of any Markit Data. For the avoidance of doubt, any Designated User shall only access and use the Markit Data for the purposes as specified in this Agreement on behalf of the respective Bank Lender or, if applicable, the Administrative Agent and shall be required by such BankLender, and if applicable, the Administrative Agent, to comply with the terms of this Section 10.109.15. Each BankLender, and if applicable, the Administrative Agent, hereby agrees, without limiting MarkitXxxxxx’s or CitibankJPMorgan’s other rights and remedies, that it is responsible for and liable for any breach of any of the provisions of this Section 10.10 9.15 by its respective Designated Users. (b) Each Bank Lender 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 Bank Lender 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 Lender acknowledges that the Markit Data was developed, compiled, prepared, revised, selected and arranged by Markit Xxxxxx 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 MarkitXxxxxx. Each Bank Lender shall make reasonable efforts to comply, at MarkitXxxxxx’s expense, with all reasonable written requests made by Citibank JPMorgan (upon MarkitXxxxxx’s written requests to CitibankJPMorgan) to protect any contractual, statutory and common law rights in the Markit Data. (c) Each Bank Lender acknowledges that none of Markit, CitibankJPMorgan, 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 any Bank Lender or others from the use of the Markit Data. Each Bank Lender 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 MarkitXxxxxx, CitibankJPMorgan, their respective affiliates or any Data Provider. (d) Neither Markit and its affiliates, any Data Provider or JPMorgan and its affiliates (except in the event of fraud, gross negligence or willful misconduct on the part of Markit or its affiliates) nor any , such Data Provider nor Citibank or JPMorgan and its affiliates affiliates) shall in any way be liable to any Bank Lender or any client of any Bank Lender 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 Citibank JPMorgan shall have no liability whatsoever to any Bank Lender or client of a BankLender, whether in contract (including under an indemnity), in tort (including negligence), under a warranty, under statute or otherwise, in respect of any loss or damage suffered by such Bank Lender or client as a result of or in connection with any opinions, recommendations, forecasts, judgments, or any other conclusions, or any course of action determined, by such Bank Lender or any client of such BankLender, whether or not based on the Markit Data. To the extent permitted by law, neither Markit Xxxxxx nor Citibank JPMorgan nor their respective affiliates shall be liable for any loss of profits or revenue or any indirect or consequential losses or damages whatsoever incurred, whether or not it has been advised in advance of the possibility of any such loss, arising from the use of Markit Data. (e) Each Bank Lender acknowledges that it or its employees may, in the course of performing such BankXxxxxx’s responsibilities under this Agreement, be exposed to or acquire information which is proprietary or confidential to Markit or to third parties to whom Markit owes Xxxxxx xxxx a duty of confidentiality. MarkitXxxxxx’s and such third parties’ confidential information means the Markit Data and any related materials provided by Markit through Citibank JPMorgan to each Bank Lender and the Administrative Agent under this Agreement. Each Bank Lender agrees to hold MarkitXxxxxx’s and such third parties’ confidential information in confidence to the same extent and in the same manner as such Bank Lender is required to hold the Borrowers’ Borrower’s information confidential pursuant to Section 11.12 9.08 hereof and agrees that it will follow procedures which are intended to put any transferee of such confidential information on notice that such confidential information may not be used for any other purposes except as contemplated herein. It is understood and agreed that in the event of a breach of confidentiality, damages may not be an adequate remedy and that Citibank JPMorgan shall be entitled to injunctive relief to restrain any such breach, threatened or actual. Notwithstanding anything herein to the contrary, the Banks Lenders and the Administrative Agent are entitled to disclose and use the Markit Data in the normal course of their business as it relates to this the Agreement, including but not limited to disclosing such information to ratings agencies, league table providers and prospective assignees and participants. (f) The Borrowers acknowledge that each of Citibank JPMorgan and the other Banks Lenders from time to time may conduct business with and may be a shareholder of Markit and that each of Citibank JPMorgan or the other Banks Lenders may have from the time to time the right to appoint one or more directors to the board of directors of Markit.

Markit Data. (a) CitibankJPMorgan, in any capacity, whether in an individual capacity or as the Administrative Agent or a Bank Lender or otherwise, shall receive data from Markit with respect to the Credit Default Swap Spread hereunder CDS Rate and agrees in such capacity to provide to Designated Users identified by each Bank Lender (and, if Citibank JPMorgan is not the Administrative Agent, the Administrative Agent) and the Borrowers such data, including any accompanying written notice or supporting information from Markit (together, the “Markit Data”), via email, log-in or other means of communication at the discretion of CitibankJPMorgan. Citibank JPMorgan shall have all of the rights, benefits and protections of the Administrative Agent provided for in this Section 10 Article X when acting in such capacity with respect to the provision of any Markit Data. For the avoidance of doubt, any Designated User shall only access and use the Markit Data for the purposes as specified in this Credit Agreement on behalf of the respective Bank Lender or, if applicable, the Administrative Agent and as shall be required by such BankLender, and if applicable, the Administrative Agent, to comply with the terms of this Section 10.1011.20. Each BankLender, and if applicable, the Administrative Agent, hereby agrees, without limiting Markit’s or CitibankJPMorgan’s other rights and remedies, that it is responsible for and liable for any breach of any of the provisions of this Section 10.10 11.20 by its respective Designated Users. (b) Each Bank Lender 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 Credit Agreement, each Bank Lender 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 Lender 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 Bank Lender shall make reasonable efforts to comply, at Markit’s expense, with all reasonable written requests made by Citibank JPMorgan (upon Markit’s written requests to CitibankJPMorgan) to protect any contractual, statutory and common law rights in the Markit Data. (c) Each Bank Lender acknowledges that none of Markit, CitibankJPMorgan, their respective affiliates 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 any Bank Lender or others from the use of the Markit Data. Each Bank Lender 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, CitibankJPMorgan, their respective affiliates Affiliates or any Data Provider. (d) Neither Markit and its affiliates (except in the event of fraud, gross negligence or willful misconduct on the part of Markit or its affiliates) Affiliates nor any Data Provider nor Citibank JPMorgan and its affiliates Affiliates shall in any way be liable to any Bank Lender or any client of any Bank Lender for any inaccuracies, errors or omissions, regardless of cause, in the Markit Data provided hereunder or for any damages (whether direct or indirect) resulting therefromtherefrom except, in each case, in the event of its own fraud, gross negligence or willful misconduct. Without limiting the foregoing, Markit and Citibank JPMorgan shall have no liability whatsoever to any Bank Lender or client of a BankLender, whether in contract (including under an indemnity), in tort (including negligence), under a warranty, under statute or otherwise, in respect of any loss or damage suffered by such Bank Lender or client as a result of or in connection with any opinions, recommendations, forecasts, judgments, or any other conclusions, or any course of action determined, by such Bank Lender or any client of such BankLender, whether or not based on the Markit Data. To the extent permitted by law, neither Markit nor Citibank JPMorgan nor their respective affiliates Affiliates shall be liable for any loss of profits or revenue or any indirect or consequential losses or damages whatsoever incurred, whether or not it has been advised in advance of the possibility of any such loss. Notwithstanding anything in this Section 11.20 to the contrary, any waiver of liability on the part of JPMorgan and its Affiliates in this Section 11.20 shall be limited to the extent and scope of any waiver of liability with respect to the Administrative Agent as set forth in Article X hereunder. (e) Each Bank Lender acknowledges that it or its employees may, in the course of performing such BankLender’s responsibilities under this Credit Agreement, be exposed to or acquire information which is proprietary or confidential to Markit or to third parties to whom Markit owes a duty of confidentiality. Markit’s and such third parties’ confidential information means the Markit Data and any related materials provided by Markit through Citibank JPMorgan to each Bank Lender and the Administrative Agent under this Credit Agreement. Each Bank Lender agrees to hold Markit’s and such third parties’ confidential information in confidence to the same extent and in the same manner as such Bank Lender is required to hold the Borrowers’ Borrower’s information confidential pursuant to Section 11.12 hereof 11.15 and agrees that it will follow procedures which are intended to put any transferee of such confidential information on notice that such confidential information may not be used for any other purposes except as contemplated herein. It is understood and agreed that in the event of a breach of confidentiality, damages may not be an adequate remedy and that Citibank JPMorgan shall be entitled to injunctive relief to restrain any such breach, threatened or actual. Notwithstanding anything herein to the contrary, the Banks Lenders and the Administrative Agent are entitled to disclose and use the Markit Data in the normal course of their business as it relates to this Credit Agreement, including but not limited to disclosing such information to ratings agencies, regulatory agencies, league table providers and providers, prospective assignees and participants. (f) The Borrowers acknowledge Borrower acknowledges that each of Citibank JPMorgan and the other Banks Lenders from time to time may conduct business with and may be a shareholder of Markit and that each of Citibank JPMorgan or the other Banks Lenders may have from the time to time the right to appoint one or more directors to the board of directors of Markit.

Markit Data. (a) CitibankJPMorgan, in any capacity, whether in an individual capacity or as the Administrative Agent or a Bank Lender or otherwise, shall receive data from Markit with respect to the Credit Default Swap Spread hereunder CDS Margin and agrees in such capacity to provide to Designated Users identified by each Bank Lender (and, if Citibank JPMorgan is not the Administrative Agent, the Administrative Agent) and the Borrowers such data, including any accompanying written notice or supporting information from Markit (together, the “Markit Data”), via email, log-in or other means of communication at the discretion of CitibankJPMorgan. Citibank JPMorgan shall have all of the rights, benefits and protections of the Administrative Agent provided for in this Section 10 Article IX when acting in such capacity with respect to the provision of any Markit Data. For the avoidance of doubt, any Designated User shall only access and use the Markit Data for the purposes as specified in this Agreement on behalf of the respective Bank Lenders or, if applicable, the Administrative Agent and as shall be required by such BankLender, and if applicable, the Administrative Agent, to comply with the terms of this Section 10.10. Each BankLender, and if applicable, the Administrative Agent, hereby agrees, without limiting Markit’s or CitibankJPMorgan’s other rights and remedies, that it is responsible for and liable for any breach of any of the provisions of this Section 10.10 by its respective Designated Users. (b) Each Bank Agent and Lender acknowledges that all copyright, database rights, trade markstrademarks, 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 theretothereof, are and will be the exclusive property of Markit. Except as provided for under this Agreement, each Bank Agent and Lender 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 Agent and Lender 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 standard 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 Bank Agent and Lender shall make reasonable efforts to comply, at Markit’s expense, with all reasonable written requests made by Citibank JPMorgan (upon Markit’s written requests to CitibankJPMorgan) to protect any contractual, statutory and common law rights in the Markit Data. (c) Each Bank Agent and Lender acknowledges that none of Markit, CitibankJPMorgan, their respective affiliates 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 any Bank Agent or Lender or others from the use Use of the Markit Data. Each Bank Agent and Lender 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, CitibankJPMorgan, their respective affiliates Affiliates or any Data Provider. (d) Neither Markit and its affiliates (except in the event of fraud, gross negligence or willful misconduct on the part of Markit or its affiliates) Affiliates nor any Data Provider nor Citibank JPMorgan and its affiliates Affiliates shall in any way be liable to any Bank Agent or Lender or any client of any Bank Agent or Lender for any inaccuracies, errors or omissions, regardless of cause, in the Markit Data provided hereunder or for any damages (whether direct or indirect) resulting therefromtherefrom except, in each case, in the event of its own fraud, gross negligence or willful misconduct. Without limiting the foregoing, Markit and Citibank JPMorgan shall have no liability whatsoever to any Bank Agent or Lender or client of an Agent or a BankLender, whether in contract (including under an any indemnity), in tort (including negligence), under a warranty, under statute or otherwise, in respect of any loss or damage suffered by such Bank Agent or Lender or client as a result of or in connection with any opinions, recommendations, forecasts, judgments, or any other conclusions, or any course of action determined, by such Bank Agent or Lender or any client of such BankAgent or Lender, whether or not based on the Markit Data. To the extent permitted by law, neither Markit nor Citibank JPMorgan nor their respective affiliates Affiliates shall be liable for any loss of profits or revenue or any indirect or consequential losses or damages whatsoever incurred, whether or not it has been advised in advance of the possibility of any such loss. Notwithstanding anything in this Section 10.10 to the contrary, any waiver of liability on the part of JPMorgan and its Affiliates in this Section 10.10 shall be limited to the extent and scope of any waiver of liability with respect to the Administrative Agent as set forth in Article IX hereunder. (e) Each Bank Agent and Lender acknowledges that it or its employees may, in the course of performing such BankAgent’s or Lender’s responsibilities under this Agreement, be exposed to or acquire information which is proprietary or confidential to Markit or to third parties to whom Markit owes a duty of confidentiality. Markit’s and such third parties’ confidential information means the Markit Data and any related materials provided by Markit through Citibank JPMorgan to each Bank Agent and Lender and the Administrative Agent under this Agreement. Each Bank Agent and Lender agrees to hold Markit’s and such third parties’ confidential information in confidence to the same extent and in the same manner as such Bank Agent and Lender is required to hold the Borrowers’ Borrower’s information confidential pursuant to Section 11.12 hereof 10.12 and agrees that it will follow procedures which are intended to put any transferee of such confidential information on notice that such confidential information may not be used for any other purposes except as contemplated herein. It is understood and agreed that in the event of a breach of confidentiality, damages may not be an adequate remedy and that Citibank JPMorgan shall be entitled to injunctive relief to restrain any such breach, threatened or actual. Notwithstanding anything herein to the contrary, the Banks Agents and Lenders and the Administrative Agent are entitled to disclose and use the Markit Data in the normal course of their business as it relates to this Agreement, including including, but not limited to to, disclosing such information to ratings agencies, regulatory agencies, league table providers and providers, prospective assignees and participants. (f) The Borrowers acknowledge Borrower acknowledges that each of Citibank JPMorgan and the other Banks Lenders and the Agents from time to time may conduct business with and may be a shareholder of Markit and that each of Citibank JPMorgan or the other Banks Lenders and the Agents may have from the time to time the right to appoint one or more directors to the board of directors of Markit.