Charged Agreement. (a) Counterparty: Banco Bilbao Vizcaya Argentaria, S.A Ciudad BBVA x/ Xxxxxxx 00, 28050 Madrid (Spain). (b) Swap Agreement: The Master Agreement as supplemented by the Swap Transaction Confirmation (the Swap Transaction Confirmation and the Master Agreement, the “Swap Agreement”). The Calculation Agent under the Swap Agreement shall be the Counterparty (the “Swap Calculation Agent”). The form of the Swap Transaction Confirmation is set out in Annex 1 hereto (see Annex 1 - Form of Swap Transaction Confirmation). (a) Security Ranking Basis: Counterparty Priority Basis.

Charged Agreement. (a) Counterparty: Banco Bilbao Vizcaya Argentaria, S.A., Xxxxx del Rey 26 - 2ª Planta. 00000 Xxxxxx (Xxxxx) (b) Swap Agreement: The Master Agreement as supplemented by the Swap Transaction Confirmation (the Swap Transaction Confirmation and the Master Agreement, the "Swap Agreement"). The Calculation Agent under the Swap Agreement shall be the Counterparty (the "Swap Calculation Agent"). (a) Security Ranking Basis: Counterparty Priority Basis. (b) Instructing Creditor: For the purposes of these Securities only, the Instructing Creditor shall be the Counterparty.

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Charged Agreement. (a) Counterparty: Banco Bilbao Vizcaya Argentaria, S.A Ciudad BBVA c/ Xxxxxxx, 28 Xxxxxxxx Xxxxxxx Xxxxx 0, 00000 Xxxxxx (Xxxxx). (b) Swap Agreement: The Master Agreement as supplemented by the Swap Transaction Confirmation (the Swap Transaction Confirmation and the Master Agreement, the “Swap Agreement”). The Calculation Agent under the Swap Agreement shall be the Counterparty (the “Swap Calculation Agent”). (a) Security Ranking Basis: Counterparty Priority Basis. (b) Instructing Creditor: For the purposes of these Securities only, the Instructing Creditor shall be the Counterparty.

Charged Agreement. The Charged Agreement with respect to the Notes is the International Swaps and Derivatives Association, Inc. 2002 form of Master Agreement (Multicurrency – Cross Border) and a schedule thereto dated as of the Issue Date between the Issuer and the Swap Counterparty, which the Issuer and the Swap Counterparty have entered into by executing the Constituting Instrument (the “ISDA Master Agreement”) as supplemented by a (a) confirmation entered into on the Issue Date and amended and restated on 14 June 2023, and further amended and restated on the Amendment Date (the “Swap Confirmation”) relating to an interest rate and asset swap transaction between the Issuer and the Swap Counterparty (the “Swap Transaction”); and (b) the ISDA 1995 form of the credit support annex (Bilateral Form-Transfer) (English Law) dated as of the same date and entered into with respect to the Swap Transaction (the “Credit Support Annex”). The description of the Swap Transaction and the Credit Support Annex set out below are a summary of certain features of the Swap Transaction and the Credit Support Annex and are qualified by reference to the detailed provisions of the Swap Transaction and the Credit Support Annex. The Issuer paid to the Swap Counterparty an amount equal to the net proceeds of the issue of the Notes and sums equal to principal and interest payable from time to time in respect of the Collateral Securities on each date under the terms of the Swap Transaction on which such amounts of principal and interest are scheduled to be paid (all as set out in the terms and conditions of the Collateral Securities in force as of the Issue Date) and the Swap Counterparty delivered the Collateral Securities on the Issue Date and pay the interest and principal amounts payable on the Notes on each Interest Payment Date, Instalment Date and the Maturity Date. On the Amendment Date, the Issuer will deliver the Released Charged Assets to the Swap Counterparty and the Swap Counterparty shall pay EUR 630,417 to the Issuer as an Interim Exchange Amount under the Swap Transaction. The Swap Transaction may terminate prior to the Maturity Date of the Notes in, among others, the following circumstances: (i) if at any time the Notes become subject to mandatory redemption (in whole) under Condition 7(b), Condition 7(c), Condition 7(e) or Condition 9; (ii) at the option of one party, if there is a failure by the other party to pay any amounts due, or to comply with or perform any obligation, under the...

Related to Charged Agreement

Valid Agreement This Agreement has been duly executed and delivered by the Purchaser and constitutes the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
Integrated Agreement This Agreement constitutes the entire understanding and agreement among the parties hereto with respect to the subject matter hereof, and there are no agreements, understandings, restrictions or warranties among the parties other than those set forth herein provided for.
INTEGRATED AGREEMENT; MODIFICATION This Amendment constitutes the entire agreement and understanding of the Parties with respect to the subject matter and supersedes all prior negotiations and representations. In the event of any conflict between this Amendment and the Contract or any earlier amendment, this Amendment shall control and govern. This Amendment may not be modified except in writing signed by the Parties.
Credit Support Document Party A: The Credit Support Annex, and any guarantee in support of Party A’s obligations under this Agreement. Party B: The Credit Support Annex, solely in respect of Party B’s obligations under Paragraph 3(b) of the Credit Support Annex.
Complete Contract This Contract contains all the terms agreed upon by the Parties with respect to the subject matter of this Contract and supersedes all prior agreements, arrangements, and communications between the Parties concerning such subject matter, whether oral or written.
Finance Documents Where any other Finance Document provides that this clause 1.4 shall apply to that Finance Document, any other provision of this Agreement which, by its terms, purports to apply to all or any of the Finance Documents and/or any Obligor shall apply to that Finance Document as if set out in it but with all necessary changes.
Credit Support Documents Details of any Credit Support Document, each of which is incorporated by reference in, and made part of, this Agreement and each Confirmation (unless provided otherwise in a Confirmation) as if set forth in full in this Agreement or such Confirmation: (i) Guaranty dated as of the date hereof by Enron Corp. in favor of Party B as beneficiary thereof in the form attached hereto as Exhibit A, and (ii) ISDA Credit Support Annex attached hereto as Annex A.
Organization; Authorization; Validity of Agreement; Necessary Action If such Company Y Shareholder is not a natural person, such Company Y Shareholder, as of the date hereof (i) is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized (in the case of good standing, to the extent the concept is recognized by such jurisdiction) and (ii) has all corporate, limited partnership, trust or other organizational power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. If such Company Y Shareholder is a natural person, he or she, as of the date hereof, has the legal capacity and authority to execute and deliver this Agreement and perform his or her obligations hereunder and to consummate the transactions contemplated by this Agreement. The execution and delivery by such Company Y Shareholder of this Agreement, the performance by such Company Y Shareholder of his, her or its obligations hereunder and the consummation by such Company Y Shareholder of the transactions contemplated by this Agreement have been duly and validly authorized by such Company Y Shareholder and no other actions or proceedings on the part of such Company Y Shareholder are necessary to authorize the execution and delivery by him, her or it of this Agreement, the performance by him, her or it of its obligations hereunder or the consummation by him, her or it of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by such Company Y Shareholder and, assuming this Agreement constitutes a valid and binding obligation of Company T, constitutes a legal, valid and binding agreement of such Company Y Shareholder enforceable against such Company Y Shareholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”).
INTEGRATED CONTRACT This Agreement and the Exhibits hereto contain the entire agreement of ANAHEIM and CONSULTANT with respect to the matters covered hereby, and no agreement, statement or promise made by either ANAHEIM or CONSULTANT which is not contained herein, shall be valid or binding. No prior agreement, understanding or representation pertaining to any such matter shall be effective for any purpose.
Complete Understanding; Modification This Agreement constitutes the complete and exclusive understanding and agreement of the parties and supersedes all prior understandings and agreements, whether written or oral, with respect to the subject matter hereof. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by the parties hereto.

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