The Agent and the. Borrower shall notify each other promptly upon becoming aware that its electronic mail system or other electronic means of communication cannot be used due to technical failure (and that failure is or is likely to be continuing for more than 24 hours). Until the Agent or the Borrower has notified each other that the failure has been remedied, all notices between those parties shall be sent by fax or letter in accordance with this Clause 32.
The Agent and the. Spanish Security Agent shall promptly supply a Bank with a copy of each document received by the Agent and the Spanish Agent respectively under Clause 4 (Conditions Precedent), Clause 17 (Undertakings) and Clause 18 (Valuation) upon the request and at the expense of that Bank.
The Agent and the. Payment Agent shall (subject to the other provisions of this clause 16) take (or instruct the Security Trustee to take) such action or, as the case may be, refrain from taking (or authorise the Security Trustee to refrain from taking) such action with respect to the exercise of any of its rights, remedies, powers and discretions as agent, as the Majority Lenders may direct.
The Agent and the. Borrowers agree that following any notification given by the Borrowers pursuant to Clause 21.5.1 above, the Agent shall:
(a) in the case of an amendment as set out in Clause 21.5.1(a) above, notify the Borrowers that the definition of Consolidated Tangible Net Worth as set out in this clause 21 (Financial Covenants) shall be automatically amended to read as follows:
The Agent and the. Banks may exercise their rights and remedies under this Agreement, the Notes and the Loan Documents without resorting or regard to other interests or sources of reimbursement. The Agent and the Banks shall not be deemed to have waived any of such rights or remedies unless such waiver be in writing and signed by the Agent and each of the Banks. No delay or omission on the part of the Agent or any of the Banks in exercising any of such rights or remedies shall operate as a waiver of such right or any other right. A waiver on any one occasion shall not be construed as a bar to or waiver of any right on any future occasion. All such rights and remedies shall be cumulative and may be exercised separately or concurrently.
The Agent and the. Funding Parties may, from time to time at their discretion and without notice to the Guarantors (but subject to the terms of the other Operative Documents), take any or all of the following actions without impairing the Guarantors' obligations hereunder: (a) retain or obtain (i) a security interest in any Lessee's interests in the Lease or the Leased Property and (ii) a lien or a security interest hereafter granted by any Person upon or in any property, in each case to secure any of the Liabilities or any obligation hereunder; (b) retain or obtain the primary or secondary obligation of any obligor or obligors, in addition to the Guarantors, with respect to any of the Liabilities; (c) extend or renew for one or more periods (regardless of whether longer than the original period), or release or compromise any obligation of any Guarantor hereunder or any obligation of any nature of any other obligor (including, without limitation, the Lessor and the Lessees) with respect to any of the Liabilities; (d) release or fail to perfect its Lien upon or security interest in, or impair, surrender, release or permit any substitution or exchange for, all or any part of any property securing any of the Liabilities or any obligation hereunder, or extend or renew for one or more periods (regardless of whether longer than the original period) or release or compromise any obligations of any nature of any obligor with respect to any such property; and (e) resort to any Guarantor for payment of any of the Liabilities, regardless of whether the Agent or any other Person shall have resorted to any property securing any of the Liabilities or any obligation hereunder or shall have proceeded against any Lessee or any other obligor primarily or secondarily obligated with respect to any of the Liabilities (all of the actions referred to in this clause (e) being hereby expressly waived by each Guarantor).
The Agent and the. Lenders shall keep confidential and --------------- not disclose to any Person, other than to their respective directors, officers, employees, Affiliates and agents, and to actual and potential Participants, all non-public information concerning the Loan Parties and their Affiliates which comes into the Agent's and the Lenders' possession during the term hereof. Notwithstanding the foregoing, the Agent and the Lenders may disclose information concerning the Loan Parties (i) in accordance with normal banking practices and the Agent's or such Lender's policies concerning disclosure of such information, (ii) pursuant to what the Agent or such Lender believes to be the lawful requirements or request of any Governmental Authority regulating banks or banking, (iii) as required by Governmental Rule, judicial process or subpoena and (iv) to their respective attorneys, accountants and auditors.\\
The Agent and the. ISSUING BANK; RELATIONS AMONG BANKS
The Agent and the. Lenders agree to keep confidential (and to cause their respective affiliates, officers, directors, employees, agents and representatives to keep confidential) all information, materials and documents furnished to the Agent or any such Lender by or on behalf of the Borrower (whether before or after the Closing Date) which relates to the Borrower or any of its Subsidiaries (the "Information"). Notwithstanding the foregoing, the Agent and each Lender shall be permitted to disclose Information (i) to its affiliates, officers, directors, employees, agents and representatives who have a need to know such Information in connection with their work on any of the transactions evidenced by this Credit Agreement or any other Credit Documents or the administration of this Credit Agreement or any other Credit Documents; (ii) to the extent required by applicable laws and regulations or by any subpoena or similar legal process, or requested by any Governmental Authority; (iii) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Credit Agreement or any agreement entered into pursuant to clause (iv) below, (B) becomes available to the Agent or such Lender on a non-confidential basis from a source other than the Borrower or any of its Subsidiaries or (C) was available to the Agent or such Lender on a non-confidential basis prior to its disclosure to the Agent or such Lender by the Borrower; (iv) to any assignee or participant (or prospective assignee or participant) so long as such assignee or participant (or prospective assignee or participant) first specifically agrees in a writing furnished to and for the benefit of the Borrower to be bound by the terms of this Section 11.15; provided, however, that disclosures of any Information shall not be permitted pursuant to this clause (iv) prior to December 22, 1995; or (v) to the extent that the Borrower shall have consented in writing to such disclosure. Nothing set forth in this Section 11.15 shall obligate the Agent or any Lender to return any materials furnished by the Borrower.
The Agent and the. Finance Parties agree that the perpetuity period applicable to the trusts declared by this Agreement shall be the period of 80 years from the Execution Date.
