Bxxxxxx l106.47:1
Bxxxxxx. Xxxxxxx includes the employees performing activities of support and assistance to the Parties’ Board of Directors.
Bxxxxxx. DEBT.146A: State of New York ) ) ss: County of New York ) The foregoing instrument was acknowledged before me this 15th day of December, 1986, by A. X. XXXXXXX, Senior vice President and Chief Financial Officer of PUBLIC SERVICE COMPANY OF NEW MEXICO, a New Mexico Corporation, on behalf of the corporation. ---------------------------- /s/ Dxxxx X. Xxxxxxxx Notary Public DXXXX X. XXXXXXXX Notary Public State of New York No 40-0000000 Qualified In Queens County Commission Expires March 30, 1987 State of New York ) ) ss: County of New York ) The foregoing instrument was acknowledged before me this 15th day of December, 1986, by Mxxxxx X. Xxxxx, Assistant vice President of THE FIRST NATIONAL BANK of BOSTON, a national banking association, on behalf of the banking association as Owner Trustee under the Trust Agreement dated as of August 12, 1985, with Bxxxxxx Leasing Corporation. /s/ Dxxxx X. Xxxxxx ------------------------- Notary Public DXXXX X. XXXXXX Notary Public, State of New York No. 30-0000000 Qualified in New York County Commission Expires March 30, 1987
Bxxxxxx. DEBT.146:1 When Recorded, Return to: Gxxx X. Xxxxxxx Sxxxx & Wxxxxx 3000 Xxxxxx Xxxx Xxxxxx Phoenix, Arizona 89073 CERTAIN RIGHTS OF THE LESSOR UNDER THE FACILITY LEASE AS HERETOFORE AMENDED AND AS FURTHER AMENDED BY THIS AMENDMENT NO. 2 THERETO HAVE BEEN ASSIGNED TO, AND ARE SUBJECT TO A SECURITY INTEREST IN FAVOR OF, CHEMICAL BANK, AS INDENTURE TRUSTEE UNDER A TRUST INDENTURE, MORTGAGE, SECURITY AGREEMENT AND ASSIGMIENT OF RENTS DATED AS OF AUGUST 12, 1986, AS HERETOFORE AMENDED. THIS AMENDMENT NO. 2 HAS BEEN EXECUTED IN SEVERAL COUNTERPARTS. SEE SECTION 3(e) OF THIS AMENDMENT NO. 2 FOR INF0RMATION CONCERNING THE RIGHTS OF HOLDERS or VARIOUS COUNTERPARTS HEREOF. THIS COUNTERPART IS NOT THE ORIGINAL COUNTERPART. ================================================================================ AMENDMENT NO. 2 Dated as of November 25, 1986 to FACILITY LEASE Dated as of August 12, 1986, am heretofore amended, between THE FIRST NATIONAL BANK OF BOSTON not in its individual capacity, but solely as Owner Trustee under a Trust Agreement, dated as of August 12, 1986, with Bxxxxxx Leasing Corporation, as Lessor and PUBLIC SERVICE COMPANY OF NEW MEXICO, as Lessee ================================================================================ Original Facility Lease Recorded on August 18, 1986, as Instrument No. 86-439392 and Amendment No.1 to the Facility Lease Recorded on November 25, 1986, as Instrument No. 86-650751, all in Maricopa county Recorder's office. ================================================================================ AMENDMENT N0. 2, dated as of November 25, 1986 (Amendment No. 2), to the Facility Lease dated as of August 12, 1986, as heretofore amended, between THE FIRST NATIONAL BANK OF BOSTON, a national banking association, not in its individual capacity, but solely as Owner Trustee under a Trust Agreement, dated as of August 12, 1986, with Bxxxxxx Leasing Corporation, a New York Corporation (the Lessor), and PUBLIC SERVICE COMPANY OF NEW MEXICO, a New Mexico corporation (the Lessee).
Bxxxxxx. 1106.47:1 If an interest payment on any Note shall be due on a date other than a Basic Rent Payment Date, the Lessee shall pay additional Basic Rent on such date in an amount equal to such interest payment and such payment of additional Basic Rent shall be credited against the Basic Rent due on the Basic Rent Payment Date next succeeding the date that such additional Basic Rent shall have been paid.
Bxxxxxx. 1106.47:1 (including, in the case of both clause (i) and clause (ii) above, but without limitation, to the extent permitted by Applicable Law, interest payable pursuant to this clause (iii)) not paid when due (without regard to any period of grace) for any period for which the same shall be overdue. The Lessor shall have all rights, powers and remedies provided for in this Facility Lease, at law, in equity or otherwise, in the case of non-payment of Basic Rent or Supplemental Rent.
Bxxxxxx. 1106.47:1 consequence of any releveraqing or refunding of the Notes or the issuance of Additional Notes the unpaid principal amount of Notes Outstanding shall be greater or less than the unpaid principal amount of Mxxxx Outstanding immediately prior to such transaction, (ii) in consequence of events described in clause (i) above, the schedule of amortization of principal of Notes Outstanding after such transaction shall be other than the schedule of amortization of principal of Notes immediately prior to such transaction or the interest rate applicable to such Notes shall be other than contained in the Pricing Assumptions, (iii) Transaction Expenses are paid by the Lessor in amounts greater or less than an amount equal to 0.8% of Facility Cost, or (iv) there is any change in the Pricing Assumptions.
Bxxxxxx. 1106.47:1 of the Undivided Interest, Unit 2, any Capital Improvement, the Real Property Interest, the WNGS Site or PVNGS, (iii) any damage to, or removal, abandonment, shutdown, salvage, scrapping, requisition, taking, loss, theft or destruction of all or any part of the Undivided Interest, Unit 2, any Capital Improvement, the Real Property Interest, the PVNGS Site or PVNGS, or any interference, interruption or cessation in the use or possession thereof or of the Undivided Interest by the Lessee or by any other Person (including, but without limitation, the Operating Agent or any other ANPP Participant) for any reason whatsoever or of whatever duration, (iv) any restriction, prevention or curtailment of or interference with any use of all or any part of the Undivided Interest, Unit 2, any Capital Improvement, the Real Property Interest, the PVNGS Site or PVNGS, (v) any insolvency, bankruptcy, reorganization or similar proceeding by or against the Lessee, the Lessor, the Owner Participant, the Indenture Trustee, the Collateral Trust Trustee, the Loan Participant, the Operating Agent, any other ANPP Participant or any other Person, (vi) the invalidity, illegality or unenforceability of this Facility Lease, any other Transaction Document, any Financing Document, the ANPP Participation Agreement or any other instrument referred to herein or therein or any other infirmity herein or therein or any lack of right, power or authority of the Lessor, the Lessee, the Owner Participant, the Indenture Trustee, the Collateral Trust Trustee, the Loan Participant or any other Person to enter into this Facility Lease, any other Transaction Document or any Financing Occurrence, or any doctrine of force majeure, impassability, frustration, failure of consideration, or any similar legal or equitable doctrine that the Lessee's obligation to pay Rent is excused because the Lessee has not received or will not receive the benefit for which the Lessee bargained, it being the intent of the Lessee to assume all risks from all causes whatsoever that the Lessee does not receive such benefit, (vii) the breach or failure of any warranty or representation made in this Facility Lease or any other Transaction Document or any Financing Document by the Lessor, the Owner Participant, the Indenture Trustee, the Collateral Trust Trustee, the Loan Participant or any other Person, (viii) any amendment or other change of, or any assignment of rights under, this Facility Lease, any other Transaction...
Bxxxxxx. 1106.47:1 guaranty of the Notes. Any provisions of Section 7(b)(2) or 8(C) of the Participation Agreement to the contrary notwithstanding, if the Lessee shall fail to make any payment of Rent to any Person when and as due (taking into account applicable grace periods), such Person shall have the right at all times, to the exclusion of the ANPP Participants, to demand, collect, sue for, enforce obligations relating to and otherwise obtain all amounts due in respect of such Rent.
Bxxxxxx. 1106.47:1 The Lessor agrees to reimburse the Lessee for reasonable out-of-pocket costs and expenses of the Lessee incurred at the request of the Lessor or the Owner Participant in connection with such cooperation and such efforts. The Lessor agrees that it may not exercise the remedy contained in Section 16(a) (vii) hereof as a result of the failure of the Lessee to comply with Section (5) a hereof if the Lessor shall have failed to Transfer the Undivided Interest and the Real Property Interest to a purchaser (which shall not be the Lessee or an Affiliate of the Lessee) that shall have (i) submitted a bid on or before the date on which such Event of Default arose which is the highest bona fide cash bid so submitted and is in an amount not less than the fair market value of the Undivided Interest and the Real Property Interest and (ii) tendered payment in full to the Owner Participant prior to the date upon which payment by the Lessee would otherwise be required from the Lessee under section 16(a) (vii).
