Spanish “Pagarés” (Promissory Notes). Each Spanish Borrower undertakes to comply at all times with the following obligations in relation to any “xxxxxx” that any of their Account Debtors may deliver them as payment instruments: (i) to keep all “pagarés” at a separate location in their premises until the date in which such “pagarés” need to be presented for collection, in a specific locked box marked with the reference “JPM Credit Agreement” at their principal office, the exact location of which will be notified at all times to the Administrative Agent; (ii) to permit at all times during the continuance of an Event of Default the Administrative Agent immediate access to such “pagarés” and the location in which they are kept, ready for inspection upon request by it; (iii) to prevent the access by any third parties to such locked box other than the Administrative Agent, and other than those employees of the Spanish Borrower insofar as necessary to ensure that the “pagarés” are duly presented for collection at the date of payment set forth in such “xxxxxx”; (iv) to only proceed to collect such “pagarés” in accordance with Section 5.11; (v) to instruct all of its Account Debtors that issue such “pagarés” from now on to do so with the specific mention “not to the order” (“no a la orden”), so that they cannot be endorsed to any third party; and (vi) upon occurrence of an Event of Default, to immediately send the relevant locked box in which “pagarés” are kept and any other “xxxxxx” received during such period to the Administrative Agent for its custody and collection, for as long as such Event of Default is continuing. In addition to the above, the relevant Spanish Borrower hereby authorizes the Administrative Agent and its designees, and grants them full powers of attorney, upon occurrence of and continuance of an Event of Default, to take in such Spanish Borrower’s name and on their behalf any and all steps necessary or desirable, in the judgment of the Administrative Agent or its designees, to collect all amounts due under any and all of their “pagarés”, including, without limitation, endorsing (if possible) 192 such “pagarés” to the Administrative Agent, and enforcing such “pagarés” and the related contracts thereto.
Spanish “Pagarés” (Promissory Notes). The Spanish Borrowers undertake at all times to comply with the following obligations in relation to any “xxxxxx” that any of their Account Debtors may deliver them as payment instruments: not to sell, assign or otherwise dispose of, or create or suffer to exist any adverse claim upon or with respect to, any “xxxxxx”, or endorse, or assign any right to receive income in respect thereof, or allow any rights of setoff to arise in connection therewith; provided, however, that for purposes of this provision an endorsement of any “xxxxxx” in favor of a bank for collection only (“para cobro o en comisión de cobro”) will not be prohibited hereunder if so previously consented by the European Administrative Agent in writing to the Spanish Borrowers.
Spanish “Pagarés” (Promissory Notes). Each Spanish Borrowers undertakes at all times to comply with the following obligations in relation to any “xxxxxx” that any of their Account Debtors may deliver them as payment instruments: not to sell, assign or otherwise dispose of, or create or suffer to exist any adverse claim upon or with respect to, any “xxxxxx”, or endorse, or assign any right to receive income in respect thereof, or allow any rights of setoff to arise in connection therewith, other than in accordance with this Article VI.
