Common use of Agreements to Participate Clause in Contracts

Agreements to Participate. Subject to the terms and conditions of this Agreement, and in reliance on the agreements, representations and warranties made herein, the parties agree to participate in the transactions described in this Section 2.1 on the Closing Date as follows: the Owner Participant agrees to provide funds in an amount sufficient to (i) fund the Equity Investment and (ii) pay the Transaction Costs which the Owner Lessor is responsible to pay pursuant to Section 2.3(a) hereof (collectively, the "Owner Participant's Commitment"); Calpine and the Facility Lessee shall cause CCFC to assign and transfer the Undivided Interest and the Ground Interest to the Owner Lessor on the terms and conditions set forth in the Assignment Agreement and the Owner Lessor agrees to acquire and accept such assignment and transfer of the Undivided Interest and the Ground Interest from CCFC, and each agrees to execute and deliver the Assignment Agreement; the Owner Lessor agrees to lease the Undivided Interest and the Ground Interest to the Facility Lessee on the terms and conditions set forth in the Facility Lease and Facility Site Lease; the Facility Lessee agrees to lease the Undivided Interest and the Ground Interest from the Owner Lessor, and each agrees to execute and deliver the respective Facility Lease and the Facility Site Lease; the Indenture Trustee agrees to act as the trustee under and enter into the Collateral Trust Indenture pursuant to which the Lessor Notes will be issued; the Pass Through Trustees agree to use the Proceeds from the sale of the Certificates by the Pass Through Trusts to purchase the Lessor Notes from the Owner Lessor; the Owner Lessor agrees to sell to the relevant Pass Through Trusts the applicable Lessor Notes and to grant to the Indenture Trustee, for the benefit of the Pass Through Trustees, certain liens and security interests in the Indenture Estate to secure its obligations thereunder; the OP Guarantor will guarantee the performance and payment obligations of the Owner Participant under the Operative Documents and the South Point Ground Lease pursuant to the OP Parent Guaranty; the Owner Lessor agrees to use the funds received from the Owner Participant and the Pass Through Trusts pursuant to clause (a)(i) and (e), respectively, of this Section 2.1 on the Closing Date to pay the Purchase Price; the Owner Participant and the Facility Lessee agree to enter into the Tax Indemnity Agreement; and the parties agree to enter into the agreements referred to above and the other Operative Documents, and to cause each Affiliate thereof that is not a party hereto but is a party to an Operative Document to enter into such Operative Document, as the case may be (in each case, if attached as an Exhibit hereto, in substantially the form attached hereto).

Agreements to Participate. Subject to the terms and conditions of this Agreement, and in reliance on the agreements, representations and warranties made herein, the parties agree to participate in the transactions described in this Section 2.1 on the Closing Date as follows: the Owner Participant agrees to provide funds in an amount sufficient to (i) fund the Equity Investment and (ii) pay the Transaction Costs which the Owner Lessor is responsible to pay pursuant to Section 2.3(a) hereof (collectively, the "Owner Participant's Commitment"); Calpine and the Facility Lessee shall cause CCFC to assign and transfer the Undivided Interest and the Ground Interest to the Owner Lessor on the terms and conditions set forth in the Assignment Agreement and the Owner Lessor agrees to acquire and accept such assignment and transfer of the Undivided Interest and the Ground Interest from CCFCFacility Lessee, and each agrees to execute and deliver the Assignment Agreement; the Owner Lessor agrees to lease the Undivided Interest (except the Facility Purchase Option) and the Ground Interest (except the Land Purchase Option) to the Facility Lessee on the terms and conditions set forth in the Facility Lease and Facility Site Lease; the Facility Lessee agrees to lease the Undivided Interest (except the Facility Purchase Option) and the corresponding Ground Interest (except the Land Purchase Option) from the Owner Lessor, and each agrees to execute and deliver the respective Facility Lease and the Facility Site Lease; the Indenture Trustee agrees to act as the trustee under and enter into the Collateral Trust Indenture pursuant to which the Lessor Notes will be issued; the Pass Through Trustees agree to use the Proceeds from the sale of the Certificates by the Pass Through Trusts to purchase the Lessor Notes from the Owner Lessor; the Owner Lessor agrees to sell to the relevant Pass Through Trusts the applicable Lessor Notes and to grant to the Indenture Trustee, for the benefit of the Pass Through Trustees, certain liens and security interests in the Indenture Estate to secure its obligations thereunder; the OP Guarantor will guarantee the performance and payment obligations of the Owner Participant under the Operative Documents and the South Point Ground FILOT Lease pursuant to the OP Parent Guaranty; the Owner Lessor agrees to use the funds received from the Owner Participant and the Pass Through Trusts pursuant to clause (a)(i) and (e), respectively, of this Section 2.1 on the Closing Date to pay the Purchase Price; the Owner Participant and the Facility Lessee agree to enter into the Tax Indemnity Agreement; effective upon the occurrence of the Post-FILOT Lease Conversion Date, the Facility Lessee agrees to lease the Ground Interest to the Owner Lessor on the terms and conditions set forth in the Springing Facility Site Lease and the Owner Lessor agrees to sublease the Ground Interest back to the Facility Lessee on the terms and conditions set forth in the Springing Facility Site Sublease; the Owner Lessor agrees to exercise the Purchase Options pursuant to, and to the extent provided in, Section 14.1 hereof; and the parties agree to enter into the agreements referred to above and the other Operative Documents, and to cause each Affiliate thereof that is not a party hereto but is a party to an Operative Document to enter into such Operative Document, as the case may be (in each case, if attached as an Exhibit hereto, in substantially the form attached hereto).

Agreements to Participate. Subject to the terms and conditions of this Agreement, and in reliance on the agreements, representations and warranties made herein, the parties agree to participate in the transactions described in this Section 2.1 on the Closing Date as follows: the Owner Participant agrees to provide funds in an amount sufficient to (i) fund the Equity Investment and (ii) pay the Transaction Costs which the Owner Lessor is responsible to pay pursuant to Section 2.3(a) hereof (collectively, the "Owner Participant's Commitment"); Calpine and the Facility Lessee shall cause CCFC agrees to assign and transfer sell the Undivided Interest and the Ground Interest to the Owner Lessor on the terms and conditions set forth in the Assignment Agreement Bill of Sale and to lease the Ground Interest to the Owner Lexxxx on the terms set forth in the Facility Site Lease; the Owner Lessor agrees to acquire and accept such assignment and transfer of buy the Undivided Interest and to lease the Ground Interest from CCFCthe Facility Lessee, and each agrees to execute and deliver the Assignment AgreementBill of Sale and the Facility Site Lease; the Owner Lessor agrees axxxxs to lease the Undivided Interest to the Facility Lessee and to sublease the Ground Interest to from the Facility Lessee on the terms and conditions set forth in the Facility Lease and Facility Site LeaseSublease; the Facility Lessee agrees to lease the Undivided Interest and sublease the Ground Interest from the Owner Lessor, and each agrees to execute and deliver the respective Facility Lease and the Facility Site LeaseSublease; the Indenture Trustee agrees to act as the trustee under and enter into the Collateral Trust Indenture pursuant to which the Lessor Notes will be issued; the Pass Through Trustees agree to use the Proceeds from the sale of the Certificates by the Pass Through Trusts to purchase the Lessor Notes from the Owner Lessor; the Owner Lessor agrees to sell to the relevant Pass Through Trusts the applicable Lessor Notes and to grant to the Indenture Trustee, for the benefit of the Pass Through Trustees, certain liens and security interests in the Indenture Estate to secure its obligations thereunder; the OP Guarantor will guarantee the performance and payment obligations of the Owner Participant under the Operative Documents and the South Point Ground Lease pursuant to the OP Parent Guaranty; the Owner Lessor agrees to use the funds received from the Owner Participant and the Pass Through Trusts pursuant to clause (a)(i) and (e), respectively, of this Section 2.1 on the Closing Date to pay the Purchase Price; the Owner Participant and the Facility Lessee agree to enter into the Tax Indemnity Agreement; and the parties agree to enter into the agreements referred to above and the other Operative Documents, and to cause each Affiliate thereof that is not a party hereto but is a party to an Operative Document to enter into such Operative Document, as the case may be (in each case, if attached as an Exhibit hereto, in substantially the form attached hereto).

Agreements to Participate. Subject to the terms and conditions of this Agreement, and in reliance on the agreements, representations and warranties made herein, on the Closing Date, the parties agree to participate in the transactions described in this Section 2.1 on the Closing Date as follows: : (a) the Owner Participant agrees to provide funds in an amount sufficient to (i) fund the Equity Investment and (ii) pay the Transaction Costs Expenses which the Owner Lessor Trust is responsible to pay pursuant to Section 2.3(a) hereof (collectively, the "Owner Participant's Commitment"); Calpine ; (b) AEE agrees to (i) cause NYSEG and NGE to convey to the Facility Lessee shall cause CCFC to assign and transfer Owner Trust the Undivided Interest and the Ground Interest to the Owner Lessor on the terms and conditions set forth in the Assignment Agreement Bill xx Sale and the Deed, (ii) lease the Ground Interest and grant the Easements to the Owner Lessor Trust on the terms and conditions set forth in the Site Lease and (iii) execute and deliver the Site Lease; the Owner Trust agrees to (A) acquire and accept such assignment and transfer of the Undivided Interest from NYSEG and NGE, (B) lease the Ground Interest and accept the grant of the Easements from CCFCAEE and (C) execute and deliver the Site Lease; (c) the Owner Trust agrees to lease the Undivided Interest, sublease the Ground Interest and grant the Easements to AEE on the terms and conditions set forth in the Lease and the Site Sublease, respectively, AEE agrees to lease the Undivided Interest, sublease the Ground Interest and accept the grant of the Easements from the Owner Trust, and each agrees to execute and deliver the Assignment Agreement; the Owner Lessor agrees to lease the Undivided Interest and the Ground Interest to the Facility Lessee on the terms and conditions set forth in the Facility Lease and Facility Site Lease; the Facility Lessee agrees to lease the Undivided Interest and the Ground Interest from the Owner Lessor, and each agrees to execute and deliver the respective Facility Lease and the Facility Site Lease; Sublease; (d) the Indenture Trustee Owner Trust agrees to act as the trustee under and enter into the Collateral Trust Indenture pursuant to which sell the Lessor Notes will be issued; the Pass Through Trustees agree to use the Proceeds from the sale of the Certificates by the Pass Through Trusts to purchase the Lessor Notes from the Owner Lessor; the Owner Lessor agrees to sell to the relevant Pass Through Trusts the applicable Lessor Notes Trustees and to grant to the Indenture Trustee, for the benefit of the Pass Through Trustees, certain liens and security interests in the Indenture Estate to secure its obligations thereunder; thereunder as, and to the OP Guarantor will guarantee extent, provided in the performance Indenture; (e) the Indenture Trustee agrees to act as trustee under and payment obligations of enter into the Owner Participant under the Operative Documents and the South Point Ground Lease Indenture, pursuant to which the OP Parent Guaranty; Lessor Notes will be issued; (f) the Owner Lessor agrees Pass Through Trustees agree to use the funds received Proceeds to purchase the Lessor Notes from the Owner Participant and the Pass Through Trusts pursuant to clause (a)(i) and (e), respectively, of this Section 2.1 on the Closing Date to pay the Purchase Price; the Owner Participant and the Facility Lessee agree to enter into the Tax Indemnity Agreement; and the parties agree to enter into the agreements referred to above and the other Operative Documents, and to cause each Affiliate thereof that is not a party hereto but is a party to an Operative Document to enter into such Operative Document, as the case may be (in each case, if attached as an Exhibit hereto, in substantially the form attached hereto).Trust;

Agreements to Participate. Subject to the terms and conditions of this Agreement, and in reliance on the agreements, representations and warranties made herein, the parties agree to participate in the transactions Transaction as described in this Section 2.1 on the Closing Date as follows: : (a) the Owner Participant agrees to provide funds in an amount sufficient to (i) fund the Equity Investment Investment, and (ii) pay the Transaction Costs which that the Owner Lessor is responsible to pay pursuant to Section 2.3(a2.4(a) hereof (collectively, the "Owner Participant's Commitment"); Calpine and the Facility Lessee shall cause CCFC ; (b) PPL Montana agrees to assign and transfer sell its the Undivided Interest to the Owner Lessor on the terms and conditions set forth in the Bill xx Sale attached as Exhibit A hereto and lease the Related Ground Interest to the Owner Lessor on the terms and conditions set forth in the Assignment Agreement Site Lease and Sublease attached as Exhibit C; the Owner Lessor agrees to acquire and accept such assignment and transfer of buy the Undivided Interest from PPL Montana and the lease such Related Ground Interest from CCFC, PPL Montana; and each agrees to execute and deliver the Assignment Agreement; a Bill xx Sale and a Site Lease and Sublease substantially in such form; (c) the Owner Lessor agrees to lease such the Undivided Interest to PPL Montana, and sublease the Related Ground Interest to the Facility Lessee PPL Montana, on the terms and conditions set forth in the form of Facility Lease attached as Exhibit B-1 hereto and Facility the Site LeaseLease and Sublease referred to in clause (b) of this Section 2.1; the Facility Lessee PPL Montana agrees to lease the Undivided Interest and sublease the Related Ground Interest from the Owner Lessor, ; and each agrees to execute and deliver the respective a Facility Lease and a Site Lease and Sublease substantially in such form; (d) the Facility Site Lease; the Lease Indenture Trustee agrees to enter into and act as the trustee under and enter into a Lease Indenture substantially in the Collateral Trust Indenture form of Exhibit E hereto pursuant to which the Lessor Notes Note will be issued; the Pass Through Trustees agree to use the Proceeds from the sale of the Certificates by the Pass Through Trusts to purchase the Lessor Notes from the Owner Lessor; ; (e) the Owner Lessor agrees to sell to the relevant Pass Through Trusts Trust the applicable Lessor Notes Note and to grant to the Lease Indenture Trustee, for the benefit of the Pass Through Trustees, certain Trustee liens and security interests in the Indenture Estate Undivided Interest and certain of the Operative Documents executed in connection therewith to secure its obligations thereunder; , and to enter into the OP Guarantor will guarantee Lease Indenture referred to in clause (d) of this Section 2.1; (f) the performance and payment obligations of Pass Through Trustee agrees to use the Proceeds to purchase the Lessor Note from the Owner Participant under the Operative Documents and the South Point Ground Lease pursuant to the OP Parent Guaranty; Lessor; (g) the Owner Lessor agrees to use the funds received from the Owner Participant and the Pass Through Trusts Trust pursuant to clause clauses (a)(i) and (ef), respectively, of this Section 2.1 on the Closing Date to pay the Purchase Price; ; (h) the Owner Participant and the Facility Lessee PPL Montana agree to enter into the Tax Indemnity Agreement; and the parties agree to enter into the agreements referred to above and the other Operative Documents, and to cause each Affiliate thereof that is not a party hereto but is a party to an Operative Document to enter into such Operative Document, as the case may be (Agreement in each case, if attached as an Exhibit hereto, in substantially the form attached hereto).to be agreed to between the Owner Participant and PPL Montana; (i) the Owner Participant agrees to pay all Transaction Costs payable by it pursuant to Section 2.4(a) hereof;

Agreements to Participate. Subject to the terms and conditions of this Agreement, and in reliance on the agreements, representations and warranties made herein, the parties agree to participate in the transactions described in this Section 2.1 on the Closing Date as follows: the Owner Participant agrees to provide funds in an amount sufficient to (i) fund the Equity Investment and (ii) pay the Transaction Costs which the Owner Lessor is responsible to pay pursuant to Section 2.3(a) hereof (collectively, the "Owner Participant's Commitment"); Calpine and the Facility Lessee shall cause CCFC agrees to assign and transfer sell the Undivided Interest and the Ground Interest to the Owner Lessor on the terms and conditions set forth in the Assignment Agreement Bill of Sale and to lease the Ground Interest to the Owner Lexxxx on the terms set forth in the Facility Site Lease; the Owner Lessor agrees to acquire and accept such assignment and transfer of buy the Undivided Interest and to lease the Ground Interest from CCFCthe Facility Lessee, and each agrees to execute and deliver the Assignment AgreementBill of Sale and the Facility Site Lease; the Owner Lessor agrees to xx lease the Undivided Interest to the Facility Lessee and to sublease the Ground Interest to from the Facility Lessee on the terms and conditions set forth in the Facility Lease and Facility Site LeaseSublease; the Facility Lessee agrees to lease the Undivided Interest and sublease the Ground Interest from the Owner Lessor, and each agrees to execute and deliver the respective Facility Lease and the Facility Site LeaseSublease; the Indenture Trustee agrees to act as the trustee under and enter into the Collateral Trust Indenture pursuant to which the Lessor Notes will be issued; the Pass Through Trustees agree to use the Proceeds from the sale of the Certificates by the Pass Through Trusts to purchase the Lessor Notes from the Owner Lessor; the Owner Lessor agrees to sell to the relevant Pass Through Trusts the applicable Lessor Notes and to grant to the Indenture Trustee, for the benefit of the Pass Through Trustees, certain liens and security interests in the Indenture Estate to secure its obligations thereunder; the OP Guarantor will guarantee the performance and payment obligations of the Owner Participant under the Operative Documents and the South Point Ground Lease pursuant to the OP Parent Guaranty; the Owner Lessor agrees to use the funds received from the Owner Participant and the Pass Through Trusts pursuant to clause (a)(i) and (e), respectively, of this Section 2.1 on the Closing Date to pay the Purchase Price; the Owner Participant and the Facility Lessee agree to enter into the Tax Indemnity Agreement; and the parties agree to enter into the agreements referred to above and the other Operative Documents, and to cause each Affiliate thereof that is not a party hereto but is a party to an Operative Document to enter into such Operative Document, as the case may be (in each case, if attached as an Exhibit hereto, in substantially the form attached hereto).

Agreements to Participate. Subject to the terms and conditions of this Agreement, and in reliance on the agreements, representations and warranties made herein, the parties agree to participate in the transactions described in this Section SECTION 2.1 on the Closing Date as follows: the : (a) The Owner Participant agrees to will provide funds in an amount sufficient to (i) fund the Equity Investment and (ii) pay the Transaction Costs which the Owner Lessor is responsible to pay pursuant to Section SECTION 2.3(a) hereof (collectively, the "Owner Participant's CommitmentOWNER PARTICIPANT'S COMMITMENT"); Calpine and the Facility Lessee shall cause CCFC to assign and transfer the Undivided Interest and the Ground Interest to the ; (b) The Owner Lessor on will (i) issue the terms and conditions set forth in Initial Lessor Notes, (ii) sell the Assignment Agreement and the Owner Lessor agrees to acquire and accept such assignment and transfer of the Undivided Interest and the Ground Interest from CCFC, and each agrees to execute and deliver the Assignment Agreement; the Owner Lessor agrees to lease the Undivided Interest and the Ground Interest to the Facility Lessee on the terms and conditions set forth in the Facility Lease and Facility Site Lease; the Facility Lessee agrees to lease the Undivided Interest and the Ground Interest from the Owner Lessor, and each agrees to execute and deliver the respective Facility Lease and the Facility Site Lease; the Indenture Trustee agrees to act as the trustee under and enter into the Collateral Trust Indenture pursuant to which the Initial Lessor Notes will be issued; the Pass Through Trustees agree to use the Proceeds from the sale of the Certificates by the Pass Through Trusts to purchase the Lessor Notes from the Owner Lessor; the Owner Lessor agrees to sell to the relevant Pass Through Trusts the applicable Lessor Notes Trustee and to (iii) grant to the Lease Indenture Trustee, for the benefit of the Pass Through Trustees, certain liens and security interests in the Indenture Estate to secure its obligations thereunder; with respect to the Lessor Notes; (c) The Pass Through Trusts will use the Proceeds to purchase the Initial Lessor Notes from the Owner Lessor; (d) The Owner Lessor will use the proceeds of the (i) Owner Participant's Commitment and (ii) sale of the Initial Lessor Notes to pay (x) the Purchase Price for the Undivided Interest to Midwest and (y) the Transaction Costs which the Owner Lessor is responsible to pay pursuant to SECTION 2.3(a) hereof; (e) Midwest will transfer the Undivided Interest to the Owner Lessor by issuing the Facility Deed and a Xxxx of Sale to the Owner Lessor; (f) The Owner Lessor and Midwest will enter into the Facility Lease, pursuant to which the Owner Lessor will lease the Undivided Interest to Midwest and Midwest will lease the Undivided Interest from the Owner Lessor; (g) Midwest will enter into the Facility Site Lease with the Owner Lessor, pursuant to which Midwest will lease the Ground Interest to the Owner Lessor and grant to the Owner Lessor certain non-exclusive easements and the Owner Lessor will lease the Ground Interest from Midwest; (h) The Owner Lessor and Midwest will enter into the Facility Site Sublease, pursuant to which the Owner Lessor will sublease the Ground Interest to Midwest and Midwest will sublease the Ground Interest from the Owner Lessor; (i) Midwest and the Equity Investor will enter into the Purchase Agreement, pursuant to which Midwest will sell its membership interest in the Owner Participant to the Equity Investor and the Equity Investor will purchase Midwest's membership interest in the Owner Participant from Midwest; (j) The OP Guarantor will guarantee the performance and payment obligations of the Owner Participant under the Operative Documents and the South Point Ground Lease pursuant to the OP Parent Owner Participant Guaranty; the Owner Lessor agrees to use the funds received from the ; (k) The Owner Participant and the Pass Through Trusts pursuant to clause (a)(i) and (e), respectively, of this Section 2.1 on the Closing Date to pay the Purchase Price; the Owner Participant and the Facility Lessee agree to EME will enter into the Tax Indemnity Agreement; ; (l) EME will issue (i) the EME Guarantee, (ii) the EME OP Guarantee and the Reimbursement Agreement; (m) The Owner Lessor will pay all Transaction Costs which the Owner Lessor is responsible to pay pursuant to SECTION 2.3 hereof; and (n) the parties agree to will enter into the agreements referred to above and the other Operative Documents, and to cause each Affiliate thereof that is not a party hereto but is a party to an Operative Document to enter into such Operative Document, as the case may be (in each case, if attached as an Exhibit hereto, in substantially the form attached hereto).

Agreements to Participate. Subject to the terms and conditions of this Agreement, and in reliance on the agreements, representations and warranties made hereinherein and in the other Operative Documents, the parties agree to participate in the transactions described in this Section 2.1 on the Closing Date as follows: : (a) the Owner Participant agrees to will provide the Lessor funds in an amount sufficient to (i) fund the Equity Investment and (ii) pay the Transaction Costs Expenses which the Owner Lessor is responsible to pay pursuant to Section 2.3(a) hereof (collectively, the "“Owner Participant's ’s Commitment"”); Calpine and the Facility Lessee shall cause CCFC to assign and transfer the Undivided Interest and the Ground Interest to the Owner Lessor on the terms and conditions set forth in the Assignment Agreement and the Owner Lessor agrees to acquire and accept such assignment and transfer of the Undivided Interest and the Ground Interest from CCFC, and each agrees to execute and deliver the Assignment Agreement; the Owner Lessor agrees to lease the Undivided Interest and the Ground Interest to the Facility Lessee on the terms and conditions set forth in the Facility Lease and Facility Site Lease; the Facility Lessee agrees to lease the Undivided Interest and the Ground Interest from the Owner Lessor, and each agrees to execute and deliver the respective Facility Lease and the Facility Site Lease; the Indenture Trustee agrees to act as the trustee under and enter into the Collateral Trust Indenture pursuant to which ; (b) the Lessor will (i) issue the Initial Notes, (ii) sell the Initial Notes will be issued; to the Pass Through Trustees agree to use the Proceeds from the sale of the Certificates by the Pass Through Trusts to purchase the Lessor Notes from the Owner Lessor; the Owner Lessor agrees to sell to the relevant Pass Through Trusts the applicable Lessor Notes Trustee and to (iii) grant to the Indenture Trustee, for the benefit of the Pass Through TrusteesNoteholders, certain liens and security interests in the Indenture Estate to secure its obligations thereunder; the OP Guarantor will guarantee the performance and payment obligations of the Owner Participant under the Operative Documents and the South Point Ground Lease pursuant with respect to the OP Parent Guaranty; the Owner Lessor agrees to use the funds received from the Owner Participant and Notes; (c) the Pass Through Trusts Trust will use the Proceeds to purchase the Initial Notes from the Lessor; (d) the Lessor will use the proceeds of the (i) Owner Participant’s Commitment and (ii) the sale of the Initial Notes to pay (x) the Purchase Price for the Undivided Interest to the Lessee and (y) the Transaction Expenses which the Lessor is responsible to pay pursuant to clause Section 2.3(a) hereof; (a)(ii) the Lessee will (A) sell the Undivided Interest to the Lessor on the terms and conditions set forth herein and in the Xxxx of Sale, (B) lease the Ground Interest to the Lessor on the terms and conditions set forth in the Site Lease, (C) assign certain rights with respect to the Operating Agreement, and provide the Lessor with the easements, rights of way and other rights to access and use the Facility and the Ancillary Facilities described in the Support Agreement; (ii) the Lessor will (A) buy the Undivided Interest from the Lessee on the terms and conditions set forth herein and in the Xxxx of Sale, (B) lease the Ground Interest from the Lessee on the terms and conditions set forth in the Site Lease, and (e)C) accept certain rights with respect to the Operating Agreement, respectivelyand the easements, rights of this Section 2.1 way and other rights to access and use the Facility and the Ancillary Facilities from the Lessee described in the Support Agreement; and (iii) each of the Lessor and Lessee will execute and deliver the Xxxx of Sale, the Site Lease, and the Support Agreement; (f) (i) the Lessor will (A) lease to the Lessee the Undivided Interest on the Closing Date terms and conditions set forth in the Facility Lease, (B) sublease the Ground Interest to pay the Purchase Price; Lessee on the Owner Participant terms and conditions set forth in the Facility Lease and Site Sublease, and (C) assign certain rights with respect to the Operating Agreement to the Lessee, and provide the Lessee with the easements, rights of way and other rights to access and use the Facility and the Facility Lessee agree to enter into Ancillary Facilities described in the Tax Indemnity Support Agreement; and the parties agree to enter into the agreements referred to above and the other Operative Documents, and to cause each Affiliate thereof that is not a party hereto but is a party to an Operative Document to enter into such Operative Document, as the case may be (in each case, if attached as an Exhibit hereto, in substantially the form attached hereto).;

Agreements to Participate. Subject to the terms and conditions of this Agreement, and in reliance on the agreements, representations and warranties made herein, the parties agree to participate in the transactions described in this Section SECTION 2.1 on the Closing Date as follows: the : (a) The Owner Participant agrees to will provide funds in an amount sufficient to (i) fund the Equity Investment and (ii) pay the Transaction Costs which the Owner Lessor is responsible to pay pursuant to Section SECTION 2.3(a) hereof (collectively, the "OWNER PARTICIPANT'S COMMITMENT"); (b) The Owner ParticipantLessor will (i) issue the Initial Lessor Notes, (ii) sell the Initial Lessor Notes to the Lender and (iii) grant to the Holder Representative, for the benefit of the Holders, CERTAIN liens and security interests in the Trust Estate to secure its obligations with respect to the Lessor Notes; (c) The Lender will (i) issue the Funding LLC Notes (for an amount sufficient to fund the Lender's Commitment) and (ii) use the proceeds of such issuance to purchase the Initial Lessor Notes from the Owner Lessor (the "LESSOR LOANS"); Calpine ; (d) The Owner Lessor will use the proceeds of the (i) Equity Commitment and (ii) the Facility Lessee shall cause CCFC Lessor Loans to assign and transfer pay (x) the Purchase Price for the Undivided Interest to ComEd and (y) the Ground Interest to Transaction Costs which the Owner Lessor is responsible to pay pursuant to SECTION 2.3(a) hereof; (e) Midwest will (i) acquire the Other Facilities from ComEd pursuant to the Xxxx of Sale and Instrument of Assignment on the terms and conditions set forth in the Assignment Agreement ASA and (ii) will cause ComEd to transfer the Undivided Interest directly to the Owner Lessor agrees by issuing the Facility Deed and a Xxxx of Sale to acquire the Owner Lessor; (f) The Owner Lessor and accept such assignment and transfer of Xxxxxxx Holdings will enter into the Undivided Interest and the Ground Interest from CCFCFacility Lease, and each agrees pursuant to execute and deliver the Assignment Agreement; which the Owner Lessor agrees to will lease the Undivided Interest to Xxxxxxx Holdings and Xxxxxxx Holdings will lease the Undivided Interest from the Owner Lessor; (g) Xxxxxxx Holdings and Midwest will enter into a Facility Sublease, pursuant to which Xxxxxxx Holdings will sublease the Undivided Interest to Midwest and Midwest will sublease the Undivided Interest from Xxxxxxx Holdings; (h) Midwest will (i) acquire the Facility Site from ComEd pursuant to the Land Deed and the Ground Interest to the Facility Lessee Xxxx of Sale and Instrument of Assignment on the terms and conditions set forth in the Facility Lease ASA and (ii) will enter into the Facility Site Lease; Lease with the Owner Lessor, pursuant to which Midwest will lease the Ground Interest to the Owner Lessor and the Owner Lessor will lease the Ground Interest from Midwest; (i) The Owner Lessor and Xxxxxxx Holdings will enter into the Facility Lessee agrees Site Sublease, pursuant to lease which the Undivided Owner Lessor will sublease the Ground Interest to Xxxxxxx Holdings and Xxxxxxx Holdings will sublease the Ground Interest from the Owner Lessor, ; (j) Xxxxxxx Holdings and each agrees to execute and deliver the respective Facility Lease and Midwest will enter into the Facility Site Lease; Sub-sublease, pursuant to which Xxxxxxx Holdings will sub-sublease the Indenture Trustee agrees Ground Interest to act as Midwest and Midwest will sub-sublease the trustee under Ground Interest from Xxxxxxx Holdings; (k) Midwest and the Equity Investor will enter into the Collateral Trust Indenture Purchase Agreement, pursuant to which the Lessor Notes Midwest will be issued; the Pass Through Trustees agree to use the Proceeds from the sale of the Certificates by the Pass Through Trusts to purchase the Lessor Notes from sell its membership interest in the Owner Lessor; Participant to the Equity Investor and the Equity Investor will purchase Midwest's membership interest in the Owner Lessor agrees to sell to the relevant Pass Through Trusts the applicable Lessor Notes and to grant to the Indenture Trustee, for the benefit of the Pass Through Trustees, certain liens and security interests in the Indenture Estate to secure its obligations thereunder; the Participant from Midwest; (l) The OP Guarantor will guarantee the performance and payment obligations of the Owner Participant and the Equity Investor under the Operative Documents and the South Point Ground Lease pursuant to the OP Parent Owner Participant Guaranty; ; (m) Holdings will enter into the Holdings Guarantee and Letter of Credit Guarantee; (n) The Owner Lessor agrees to use and RCE LC Issuer will enter into the funds received from the Owner Participant RCE Documents and the Pass Through Trusts pursuant to clause RCE LC Issuer will issue the RCE Letters of Credit; (a)(io) and (e), respectively, of this Section 2.1 on the Closing Date to pay the Purchase Price; the Owner Participant Midwest and the Facility Lessee agree to Midwest LC Issuer will enter into the Midwest LC Documents and the Midwest LC Issuer will issue the Midwest Letters of Credit. (p) Midwest will enter into the Midwest Lessor Lease Guaranty and the Midwest OP Lease Guaranty; (q) The Owner Participant, Xxxxxxx Holdings and Midwest will enter into the Tax Indemnity Agreement; (r) The Owner Lessor will pay all Transaction Costs which the Owner Lessor is responsible to pay pursuant to SECTION 2.3 hereof; and and (s) the parties agree to will enter into the agreements referred to above and the other Operative Documents, and to cause each Affiliate thereof that is not a party hereto but is a party to an Operative Document to enter into such Operative Document, as the case may be (in each case, if attached as an Exhibit hereto, in substantially the form attached hereto).

Agreements to Participate. Subject to the terms and conditions of this Agreement, and in reliance on the agreements, representations and warranties made herein, the parties hereto agree to participate in the following transactions described in this Section 2.1 on or prior to the Closing Date as follows: Date: (a) The Owner Participant will provide to the Owner Participant agrees to provide Lessor funds in an amount sufficient to (i) fund the Equity Investment and (ii) pay the Transaction Costs Expenses which the Owner Lessor is responsible to pay pursuant to Section SECTION 2.3(a) hereof (collectively, the "OWNER PARTICIPANT'S COMMITMENT"); (b) The Owner Lessor will (i) issue the Lessor Notes, (ii) sell the Lessor Notes to Lender and (iii) grant the Security Interest; (c) The Owner Lessor will use the proceeds of the (i) Owner Participant's Commitment"); Calpine Commitment and (ii) sale of the Facility Lessee shall cause CCFC Lessor Notes to assign and transfer pay (x) the Purchase Price for the Undivided Interest to Xxxxx City and (y) the Transaction Expenses which the Owner Lessor is responsible to pay pursuant to SECTION 2.3(a) hereof; (d) Xxxxx City will convey the Undivided Interest to the Owner Lessor pursuant to the Facility Deed and the Xxxx of Sale; (e) The Owner Lessor and Xxxxx City will enter into the Facility Lease, pursuant to which the Owner Lessor will lease the Undivided Interest to Xxxxx City and Xxxxx City will lease the Undivided Interest from the Owner Lessor; (f) Xxxxx City and the Owner Lessor will enter into the Facility Site Lease, pursuant to which Xxxxx City will lease the Ground Interest to the Owner Lessor on the terms and conditions set forth in the Assignment Agreement and the Owner Lessor agrees to acquire and accept such assignment and transfer of the Undivided Interest and will lease the Ground Interest from CCFCXxxxx City; (g) The Owner Lessor and Xxxxx City will enter into the Facility Site Sublease, and each agrees pursuant to execute and deliver the Assignment Agreement; which the Owner Lessor agrees to lease the Undivided Interest and will sublease the Ground Interest to the Facility Lessee on the terms Xxxxx City and conditions set forth in the Facility Lease and Facility Site Lease; the Facility Lessee agrees to lease the Undivided Interest and Xxxxx City will sublease the Ground Interest from the Owner Lessor; (h) The Owner Lessor, and each agrees to execute and deliver the respective Facility Lease Indenture Trustee, the Security Agent and the Facility Site Lease; the Indenture Trustee agrees to act as the trustee under and Lender will enter into the Collateral Trust Indenture Lease Indenture, pursuant to which the Lessor Notes will be issued; the Pass Through Trustees agree to use the Proceeds from the sale of the Certificates by the Pass Through Trusts to purchase the Lessor Notes from the Owner Lessor; the Owner Lessor agrees to sell will grant the Security Interest to the relevant Pass Through Trusts the applicable Lessor Notes and to grant to the Indenture Trustee, for the benefit of the Pass Through Trustees, certain liens and security interests in the Indenture Estate to secure its obligations thereunder; the OP Guarantor will guarantee the performance and payment obligations of the Owner Participant under the Operative Documents and the South Point Ground Lease pursuant to the OP Parent Guaranty; the Owner Lessor agrees to use the funds received from the Security Agent; (i) The Owner Participant and the Pass Through Trusts pursuant to clause (a)(i) and (e), respectively, of this Section 2.1 on the Closing Date to pay the Purchase Price; the Owner Participant and the Facility Lessee agree to Xxxxx City will enter into the Tax Indemnity Agreement; and the and (j) The parties agree to hereto will enter into the agreements referred to above and the other Operative Documents, and to cause each Affiliate thereof that is not a party hereto but is a party to an Operative Document to enter into such Operative Document, as the case may be (in each case, if attached as an Exhibit hereto, in substantially the form attached hereto).

Agreements to Participate. Subject to the terms and conditions of this Agreement, and in reliance on the agreements, representations and warranties made herein, the parties agree to participate in the transactions transaction described in this Section 2.1 on the Closing Date (the "Transaction") as follows: : (a) the Owner Participant agrees to provide funds in an amount sufficient to (i) fund the Equity Investment in the amount set forth on Schedule 2 and (ii) to pay the Transaction Costs which that the Owner Lessor is responsible to pay pursuant to Section 2.3(a) hereof (collectively, the "Owner Participant's Commitment"); Calpine and ; (b) the Facility Lessee shall cause CCFC agrees to assign sell the Facility Interest to the Owner Lessor on the terms and transfer conditions set forth in the Undivided Interest Deed and Bill xx Sale and lease the Ground Interest to the Owner Lessor on the terms and conditions set forth in the Assignment Agreement Site Lease and Sublease, the Owner Lessor agrees to acquire and accept buy such assignment and transfer of the Undivided Facility Interest and the lease such Ground Interest from CCFCthe Facility Lessee, and each such Person agrees to execute and deliver the Assignment Agreement; Deed and Bill xx Sale and the Site Lease and Sublease; (c) the Owner Lessor agrees to lease the Undivided Facility Interest and sublease the Ground Interest to the Facility Lessee on the terms and conditions set forth in the Facility Lease and Facility the Site Lease; Lease and Sublease, the Facility Lessee agrees to lease the Undivided such Facility Interest and sublease the Ground Interest from the Owner Lessor, and each such Person agrees to execute and deliver the respective Facility Lease and the Facility Site Lease; Lease and Sublease; (d) the Lease Indenture Trustee agrees to enter into and act as the trustee under and enter into the Collateral Trust a Lease Indenture pursuant to which the Lessor Notes will be issued; ; (e) the Owner Lessor agrees (a) to issue the Lessor Notes pursuant to the Lease Indenture, which Lessor Notes shall be sold by the Owner Lessor to the Pass Through Trustees agree Trustee, (b) to use grant the Proceeds from Lease Indenture Trustee liens and security interests in the sale Facility Interest and certain of the Certificates by Operative Documents to secure its obligations thereunder, pursuant to the Lease Indenture; (f) the Pass Through Trusts Trustee agrees to use a portion of the Proceeds to purchase the Lessor Notes from the Owner Lessor; the Owner Lessor agrees to sell for an amount equal to the relevant Pass Through Trusts the applicable Lessor Notes and to grant to the Indenture Trustee, for the benefit of the Pass Through Trustees, certain liens and security interests in the Indenture Estate to secure its obligations thereunder; the OP Guarantor will guarantee the performance and payment obligations of the Owner Participant under the Operative Documents and the South Point Ground Lease pursuant to the OP Parent Guaranty; amount set forth on Schedule 2; (g) the Owner Lessor agrees to use the funds received from the Owner Participant and the Pass Through Trusts pursuant to clause clauses (a)(ia) and (ef), respectively, of this Section 2.1 on the Closing Date to pay the Purchase Price; ; (h) the Owner Participant and the Facility Lessee each agree to enter into the Tax Indemnity Agreement; (i) the Owner Lessor agrees to pay all Transaction Costs payable by it pursuant to Section 2.3(a); and and (j) the parties agree to enter into the agreements referred to above and the other Operative Documents, and Documents to cause each Affiliate thereof that is not which they are a party hereto but is a party to an Operative Document to enter into such Operative Document, as the case may be (in each case, if attached as an Exhibit hereto, in substantially the form attached hereto).party. Conemaugh Participation Agreement 3

Agreements to Participate. Subject to the terms and conditions of this Agreement, and in reliance on the agreements, representations and warranties made herein, the parties agree to participate in the transactions Transaction as described in this Section 2.1 on the Closing Date as follows: : (a) the Owner Participant agrees to provide funds in an amount sufficient to (i) fund the Equity Investment Investment, and (ii) pay the Transaction Costs which that the Owner Lessor is responsible to pay pursuant to Section 2.3(a2.4(a) hereof (collectively, the "“Owner Participant's ’s Commitment"”); Calpine and the Facility Lessee shall cause CCFC ; (b) TVA agrees to assign and transfer lease the Undivided Interest and to assign the Ground Interest Software Rights or grant a non-exclusive license to use the Software Rights, as applicable, to the Owner Lessor on the terms and conditions set forth in the Assignment Agreement and the Owner Lessor agrees to acquire and accept such assignment and transfer of the Undivided Interest and the Ground Interest from CCFC, and each agrees to execute and deliver the Assignment AgreementHead Lease attached as Exhibit A hereto; the Owner Lessor agrees to lease the Undivided Interest from TVA and the Ground Interest to hold such Software Rights assigned or granted to the Facility Lessee Owner Lessor by TVA; and each agrees to execute and deliver the Head Lease substantially in such form; (c) the Owner Lessor agrees to lease the Undivided Interest and to assign the Software Rights to TVA on the terms and conditions set forth in the Facility Network Lease and Facility Site Leaseattached as Exhibit B hereto; the Facility Lessee TVA agrees to lease the Undivided Interest and the Ground Interest from the Owner Lessor and to hold the Software Rights assigned by the Owner Lessor, ; and each agrees to execute and deliver the respective Facility Network Lease and substantially in such form; (d) the Facility Site Lease; the Lease Indenture Trustee agrees to enter into and act as the trustee under and enter into a Lease Indenture substantially in the Collateral Trust Indenture form of Exhibit C hereto pursuant to which the Lessor Notes Note will be issued; the Pass Through Trustees agree to use the Proceeds from the sale of the Certificates by the Pass Through Trusts to purchase the Lessor Notes from the Owner Lessor; ; (e) the Owner Lessor agrees to sell to the relevant Pass Through Trusts Trust the applicable Lessor Notes Note and to grant to the Lease Indenture Trustee, for the benefit of the Pass Through Trustees, certain Trustee liens and security interests in the Indenture Estate Owner Lessor’s interests in the Undivided Interest and the Software Rights and certain of the Operative Documents executed in connection therewith to secure its obligations thereunder; thereunder as provided in the OP Guarantor will guarantee Lease Indenture, and to enter into the performance and payment obligations Lease Indenture referred to in clause (d) of this Section 2.1; (f) the Pass Through Trustee agrees to use the relevant portion of the Proceeds to purchase the Lessor Note from the Owner Participant under the Operative Documents and the South Point Ground Lease pursuant to the OP Parent Guaranty; Lessor; (g) the Owner Lessor agrees to use the funds received from the Owner Participant and the Pass Through Trusts Trust pursuant to clause clauses (a)(i) and (ef), respectively, of this Section 2.1 on the Closing Date to pay the Purchase Price; Head Lease Rent under the Head Lease (such payment to be allocated as set forth in Section 3.3(c) thereof); (h) the Owner Participant and the Facility Lessee TVA agree to enter into the Tax Indemnity AgreementAgreement in the form previously agreed to between the Owner Participant and TVA; (i) the Owner Participant agrees to pay the Transaction Costs the Owner Lessor is responsible to pay pursuant to Section 2.4(a) hereof; and and (j) the parties agree to enter into the agreements referred to above and the other Operative Documents, and to cause each Affiliate thereof that is not a party hereto but is a party to an Operative Document to enter into such Operative Document, as Documents substantially in the case may be (in each case, if attached as an Exhibit hereto, in substantially the form respective forms attached hereto).

Agreements to Participate. Subject to the terms and conditions of this Agreement, and in reliance on the agreements, representations and warranties made herein, the parties hereto agree to participate in the following transactions described in this Section 2.1 on or prior to the Closing Date as follows: Date: (a) The Owner Participant will provide to the Owner Participant agrees to provide Lessor funds in an amount sufficient to (i) fund the Equity Investment Purchase Price and (ii) pay the Transaction Costs Expenses which the Owner Lessor is responsible to pay pursuant to Section SECTION 2.3(a) hereof (collectively, the "OWNER PARTICIPANT'S COMMITMENT"), PROVIDED, HOWEVER, that the Owner Participant may elect at its sole discretion to pay all or any portion of such Owner Participant's Commitment"); Calpine Commitment directly to Xxxxx City in accordance with SECTION 2.2(b) hereof; (b) Xxxxx City will assume the Existing Debt and immediately thereafter, as part of the Facility Lessee shall cause CCFC Purchase Price, the Owner Lessor will agree to assign assume the Owner Lessor's Percentage of Xxxxx City's obligations under the Existing Debt; (c) The Lender will assume the Owner Lessor's Percentage of Xxxxx City's obligations under the Existing Debt on behalf of the Owner Lessor in consideration for the issuance to the Lender by the Owner Lessor of the Lessor Notes, in each case in the manner and transfer subject to the conditions set forth herein; (d) The Owner Lessor will (i) issue the Lessor Notes, (ii) sell the Lessor Notes to Lender and (iii) grant the Security Interest; (e) The Owner Lessor will use the proceeds of the (i) Owner Participant's Commitment and (ii) sale of the Lessor Notes to pay (x) the Purchase Price for the Undivided Interest to Xxxxx City and (y) the Transaction Expenses which the Owner Lessor is responsible to pay pursuant to SECTION 2.3(a) hereof; (f) Xxxxx City will convey the Undivided Interest to the Owner Lessor pursuant to the Facility Deed and the Xxxx of Sale; (g) The Owner Lessor and Xxxxx City will enter into the Facility Lease, pursuant to which the Owner Lessor will lease the Undivided Interest to Xxxxx City and Xxxxx City will lease the Undivided Interest from the Owner Lessor; (h) Xxxxx City and the Owner Lessor will enter into the Facility Site Lease, pursuant to which Xxxxx City will lease the Ground Interest to the Owner Lessor on the terms and conditions set forth in the Assignment Agreement and the Owner Lessor agrees to acquire and accept such assignment and transfer of the Undivided Interest and will lease the Ground Interest from CCFCXxxxx City; (i) The Owner Lessor and Xxxxx City will enter into the Facility Site Sublease, and each agrees pursuant to execute and deliver the Assignment Agreement; which the Owner Lessor agrees to lease the Undivided Interest and will sublease the Ground Interest to the Facility Lessee on the terms Xxxxx City and conditions set forth in the Facility Lease and Facility Site Lease; the Facility Lessee agrees to lease the Undivided Interest and Xxxxx City will sublease the Ground Interest from the Owner Lessor; (j) The Owner Lessor, and each agrees to execute and deliver the respective Facility Lease Indenture Trustee, the Security Agent and the Facility Site Lease; the Indenture Trustee agrees to act as the trustee under and Lender will enter into the Collateral Trust Indenture Lease Indenture, pursuant to which the Lessor Notes will be issued; the Pass Through Trustees agree to use the Proceeds from the sale of the Certificates by the Pass Through Trusts to purchase the Lessor Notes from the Owner Lessor; the Owner Lessor agrees to sell will grant the Security Interest to the relevant Pass Through Trusts the applicable Lessor Notes and to grant to the Indenture Trustee, for the benefit of the Pass Through Trustees, certain liens and security interests in the Indenture Estate to secure its obligations thereunder; the OP Guarantor will guarantee the performance and payment obligations of the Owner Participant under the Operative Documents and the South Point Ground Lease pursuant to the OP Parent Guaranty; the Owner Lessor agrees to use the funds received from the Security Agent; (k) The Owner Participant and the Pass Through Trusts pursuant to clause (a)(i) and (e), respectively, of this Section 2.1 on the Closing Date to pay the Purchase Price; the Owner Participant and the Facility Lessee agree to Xxxxx City will enter into the Tax Indemnity Agreement; and the and (l) The parties agree to hereto will enter into the agreements referred to above and the other Operative Documents, and to cause each Affiliate thereof that is not a party hereto but is a party to an Operative Document to enter into such Operative Document, as the case may be (in each case, if attached as an Exhibit hereto, in substantially the form attached hereto).

Agreements to Participate. Subject to the terms and conditions of this Agreement, and in reliance on the agreements, representations and warranties made herein, the parties agree to participate in the transactions described in this Section 2.1 on the Closing Date as follows: : (1) the Owner Participant agrees to provide funds make an Equity Investment in an amount equal to (a) the Owner Participant's Commitment and (b) an amount sufficient to (i) fund the Equity Investment and (ii) pay the Transaction Costs which the Owner Lessor Trustee is responsible to pay pursuant to Section 2.3(a) hereof hereof; (collectively, the "Owner Participant's Commitment"); Calpine and the Facility Lessee shall cause CCFC to assign and transfer the Undivided Interest and the Ground Interest to the Owner Lessor on the terms and conditions set forth in the Assignment Agreement and the Owner Lessor agrees to acquire and accept such assignment and transfer of the Undivided Interest and the Ground Interest from CCFC, and each agrees to execute and deliver the Assignment Agreement; the Owner Lessor 2) Oglethorpe agrees to lease the Undivided Interest and the Ground Interest to the Facility Lessee Co-Trustee on the terms and conditions set forth in the Head Lease and the Ground Lease, the Co-Trustee, upon the written direction of the Owner Trustee, agrees to lease the Undivided Interest and the Ground Interest from Oglethorpe, and each agrees to execute and deliver the Head Lease, the Ground Lease and the Rocky Mountain Agreements Assignment; (3) the Co-Trustee, upon the written direction of the Owner Trustee, agrees to lease the Undivided Interest and the Ground Interest to RMLC on the terms and conditions set forth in the Facility Lease and Facility Site Lease; the Facility Lessee Ground Sublease, RMLC agrees to lease the Undivided Interest and the Ground Interest from the Owner Lessor, Co-Trustee and each agrees to execute and deliver the respective Facility Lease, the Ground Sublease and the Rocky Mountain Agreements Re-assignment; (4) RMLC agrees to lease the Undivided Interest and the Ground Interest to Oglethorpe on the terms and conditions set forth in the Facility Sublease and the Ground Sub-sublease, Oglethorpe agrees to sublease the Undivided Interest and the Ground Interest from the RMLC and each agrees to execute and deliver the Facility Sublease, the Ground Sub-sublease and the Rocky Mountain Agreements Second Re-assignment; (5) the Lender agrees to make a non-recourse secured loan to the Trustees to fund a portion of the rent payable under the Head Lease on the Closing Date in an amount equal to the Loan Commitment; (6) the Trustees agree to grant the Lender a first priority lien and security interest in, among other things, the Co-Trustee's leasehold interests under the Head Lease and the Facility Site Ground Lease; the Indenture Trustee agrees to act as the trustee under and enter into the Collateral Trust Indenture pursuant to which the Lessor Notes will be issued; the Pass Through Trustees agree to use the Proceeds from the sale of the Certificates by the Pass Through Trusts to purchase the Lessor Notes from the Owner Lessor; the Owner Lessor agrees to sell to the relevant Pass Through Trusts the applicable Lessor Notes and to grant to the Indenture Trustee, for the benefit of the Pass Through Trustees, certain liens and security their interests in the Indenture Estate to secure its obligations thereunder; Facility Lease, the OP Guarantor will guarantee Ground Sublease, the performance Subordinated Mortgage and payment obligations of the Co-Trustee's interest in the Facility Sublease and the Ground Sub-sublease under the Facility Sublease Assignment (other than Excepted Payments and Excepted Rights), and the Owner Participant under Trustee's interest in the Operative Documents Payment Undertaking Agreement and the South Point Ground Lease pursuant Payment Undertaking Pledge Agreement, execute and deliver the Loan Agreement and the Deed to Secure Debt and issue the Loan Certificate to the OP Parent Guaranty; Lender in an aggregate principal amount equal to the Loan Commitment; (7) Oglethorpe agrees to acquire the capital stock of RMLC and to make a capital contribution to RMLC in an amount of $740 million. (8) the Owner Lessor Trustee agrees to use the funds received from the Owner Participant and the Pass Through Trusts Lender pursuant to clause clauses (a)(i1)(a) and (e5), respectively, of this Section 2.1 on the Closing Date to pay rent due under the Purchase Price; Head Lease; (9) Oglethorpe agrees to furnish (a) a Qualifying Head Lease Surety Bond to the Co-Trustee and the Owner Participant to support its obligations under the Head Lease and Section 16.2 of this Participation Agreement and (b) a Qualifying Sublease Surety Bond to RMLC to support its obligations under the Facility Sublease; (10) RMLC agrees to furnish (a) a Qualifying Equity Funding Agreement to the Co-Trustee to support its obligations under the Facility Lease and Sections 16.1 and 16.2 of this Participation Agreement and (b) the Payment Undertaking Agreement to the Owner Trustee to support its obligations under the Facility Lease; (11) the Owner Participant and the Facility Lessee Oglethorpe agree to enter into the Tax Indemnity Agreement; (12) the Owner Participant agrees to pay all Transaction Costs payable by it pursuant to Section 2.3 hereof; and and (13) the parties agree to shall enter into the agreements referred to above and the other Operative Documents, Documents in form and substance satisfactory to cause each Affiliate thereof that is not a party hereto but is a party to an Operative Document to enter into such Operative Document, as the case may be (in each case, if attached as an Exhibit hereto, in substantially the form attached hereto)of them.

Agreements to Participate. Subject to the terms and conditions of this Agreement, and in reliance on the agreements, representations and warranties made herein, the parties agree to participate in the transactions described in this Section 2.1 on the Closing Date as follows: the : (1) The Owner Participant agrees to provide funds make an Equity Investment in the Facility Owner in an amount equal to (a) the Owner Participant's Commitment and (b) an amount sufficient to (i) fund the Equity Investment and (ii) pay the Transaction Costs which the Facility Owner Lessor is responsible to pay pursuant to Section 2.3(a2.4(a) hereof (collectively, hereof. The Equity Investment in the "Facility Owner equal to the Owner Participant's Commitment"); Calpine Commitment may be made by paying that amount to, or at the direction of, the Qualified Intermediary for the purposes described in clause (7) of this Section 2.1. (2) Subject to the rights of Virginia Power under the Clover Agreements and the Lien of the Old Dominion Indenture, Old Dominion agrees to convey the Equipment Interest and Foundation Interest to the Facility Lessee shall cause CCFC Owner for a term of years, the Facility Owner agrees to assign and transfer accept such conveyance of the Undivided Equipment Interest and the Ground Interest to the Owner Lessor on the terms and conditions set forth in the Assignment Agreement and the Owner Lessor agrees to acquire and accept such assignment and transfer of the Undivided Interest and the Ground Foundation Interest from CCFCOld Dominion, and each agrees to execute and deliver the Assignment Head Equipment Agreement; , the Head Foundation Agreement, the Operating Agency Agreement and the Clover Agreements Assignment. (3) Subject to the rights of Virginia Power under the Clover Agreements and the Lien of the Old Dominion Indenture, the Facility Owner Lessor agrees to lease convey the Undivided use and possession of the Equipment Interest and the Ground Foundation Interest to the Facility Lessee on the terms and conditions set forth in the Facility Lease and Facility Site Lease; the Facility Lessee Old Dominion for a term of years, Old Dominion agrees to lease accept such conveyance of the Undivided Equipment Interest and the Ground Foundation Interest from the Facility Owner Lessor, and each agrees to execute and deliver the respective Operating Equipment Agreement and the Operating Foundation Agreement. (4) Subject to the rights of Virginia Power under the Clover Agreements and the Lien of the Old Dominion Indenture, Old Dominion agrees to lease the Ground Interest to the Facility Owner, the Facility Owner agrees to sublease the Ground Interest to Old Dominion and each agrees to execute and deliver the Ground Lease and the Facility Site Lease; the Indenture Trustee agrees Sublease. (5) The Original Lenders agree to act as the trustee under and enter into the Collateral Trust Indenture pursuant Loan Agreement and make non-recourse secured loans to which the Lessor Notes will be issued; the Pass Through Trustees agree to use the Proceeds from the sale fund a portion of the Certificates by Head Equipment Agreement Consideration and the Pass Through Trusts Head Foundation Agreement Consideration payable on the Closing Date equal to purchase the Lessor Notes from the their respective Loan Commitments. (6) The Facility Owner Lessor; the Owner Lessor agrees to sell enter into the Loan Agreement and issue Loan Certificates to the relevant Pass Through Trusts the applicable Lessor Notes and to grant to the Indenture Trustee, for the benefit of the Pass Through Trustees, certain liens and security interests Original Lenders in the Indenture Estate aggregate principal amount equal to secure its obligations thereunder; the OP Guarantor will guarantee the performance and payment obligations of the their respective Loan Commitments. (7) The Facility Owner Participant under the Operative Documents and the South Point Ground Lease pursuant to the OP Parent Guaranty; the Owner Lessor agrees to use pay an amount equal to the funds received from the Owner Participant and the Pass Through Trusts Original Lenders pursuant to clause clauses (a)(i1)(a) and (e5), respectively, of this Section 2.1 to or at the direction of the Qualified Intermediary who will use those funds to pay on the Closing Date all Head Equipment Agreement Consideration and Head Foundation Agreement Consideration, due under the Head Equipment Agreement and the Head Foundation Agreement, respectively. (8) Old Dominion agrees to pay pledge certain obligations and deposits and to furnish surety bonds to the Purchase Price; Facility Owner to secure or otherwise support its obligations under the Operating Equipment Agreement and the Operating Foundation Agreement. (9) The Owner Participant and the Facility Lessee Old Dominion agree to enter into the Tax Indemnity Agreement; and . (10) The Owner Participant agrees to pay all Transaction Costs payable by it pursuant to Section 2.4(a) hereof. (11) The Series A Lender agrees to pay the parties agree Transaction Costs described in clause (vi) of the definition thereof. (12) The initial Series B Lender agrees to enter into sell the agreements referred Series B Loan Certificate to above and AMBAC Indemnity pursuant to the other Operative Documents, and to cause each Affiliate thereof that is not a party hereto but is a party to an Operative Document to enter into such Operative Document, as the case may be (in each case, if attached as an Exhibit hereto, in substantially the form attached hereto)Series B Loan Certificate Purchase Agreement.

Agreements to Participate. Subject to the terms and conditions of this Agreement, and in reliance on the agreements, representations and warranties made herein, the parties hereto agree to participate in the following transactions described in this Section 2.1 on or prior to the Closing Date as follows: Date: (a) The Owner Participant will provide to the Owner Participant agrees to provide Lessor funds in an amount sufficient to (i) fund the Equity Investment Purchase Price and (ii) pay the Transaction Costs Expenses which the Owner Lessor is responsible to pay pursuant to Section 2.3(a) hereof (collectively, the "Owner Participant's Commitment"); Calpine , provided, however, that the Owner Participant may elect at its sole discretion to pay all or any portion of such Owner Participant's Commitment directly to Xxxxx City in accordance with Section 2.2(b) hereof; (b) Xxxxx City will assume the Existing Debt, and immediately thereafter, as part of the Facility Lessee shall cause CCFC Purchase Price, the Owner Lessor will agree to assign assume the Owner Lessor's Percentage of Xxxxx City's obligations under the Existing Debt; (c) The Lender will assume the Owner Lessor's Percentage of Xxxxx City's obligations under the Existing Debt on behalf of the Owner Lessor in consideration for the issuance to the Lender by the Owner Lessor of the Lessor Notes, in each case in the manner and transfer subject to the conditions set forth herein; (d) The Owner Lessor will (i) issue the Lessor Notes, (ii) sell the Lessor Notes to Lender and (iii) grant the Security Interest; (e) The Owner Lessor will use the proceeds of the (i) Owner Participant's Commitment and (ii) sale of the Lessor Notes to pay (x) the Purchase Price for the Undivided Interest to Xxxxx City and (y) the Transaction Expenses which the Owner Lessor is responsible to pay pursuant to Section 2.3(a) hereof; (f) Xxxxx City will convey the Undivided Interest to the Owner Lessor pursuant to the Facility Deed and the Xxxx of Sale; (g) The Owner Lessor and Xxxxx City will enter into the Facility Lease, pursuant to which the Owner Lessor will lease the Undivided Interest to Xxxxx City and Xxxxx City will lease the Undivided Interest from the Owner Lessor; (h) Xxxxx City and the Owner Lessor will enter into the Facility Site Lease, pursuant to which Xxxxx City will lease the Ground Interest to the Owner Lessor on the terms and conditions set forth in the Assignment Agreement and the Owner Lessor agrees to acquire and accept such assignment and transfer of the Undivided Interest and will lease the Ground Interest from CCFCXxxxx City; (i) The Owner Lessor and Xxxxx City will enter into the Facility Site Sublease, and each agrees pursuant to execute and deliver the Assignment Agreement; which the Owner Lessor agrees to lease the Undivided Interest and will sublease the Ground Interest to the Facility Lessee on the terms Xxxxx City and conditions set forth in the Facility Lease and Facility Site Lease; the Facility Lessee agrees to lease the Undivided Interest and Xxxxx City will sublease the Ground Interest from the Owner Lessor; (j) The Owner Lessor, the Lease Indenture Trustee, and each agrees to execute and deliver the respective Facility Lease and the Facility Site Lease; the Indenture Trustee agrees to act as the trustee under and Security Agent will enter into the Collateral Trust Indenture Lease Indenture, pursuant to which the Lessor Notes will be issued; the Pass Through Trustees agree to use the Proceeds from the sale of the Certificates by the Pass Through Trusts to purchase the Lessor Notes from the Owner Lessor; the Owner Lessor agrees to sell will grant the Security Interest to the relevant Pass Through Trusts the applicable Lessor Notes and to grant to the Indenture Trustee, for the benefit of the Pass Through Trustees, certain liens and security interests in the Indenture Estate to secure its obligations thereunder; the OP Guarantor will guarantee the performance and payment obligations of the Owner Participant under the Operative Documents and the South Point Ground Lease pursuant to the OP Parent Guaranty; the Owner Lessor agrees to use the funds received from the Security Agent; (k) The Owner Participant and the Pass Through Trusts pursuant to clause (a)(i) and (e), respectively, of this Section 2.1 on the Closing Date to pay the Purchase Price; the Owner Participant and the Facility Lessee agree to Xxxxx City will enter into the Tax Indemnity Agreement; and the and (l) The parties agree to hereto will enter into the agreements referred to above and the other Operative Documents, and to cause each Affiliate thereof that is not a party hereto but is a party to an Operative Document to enter into such Operative Document, as the case may be (in each case, if attached as an Exhibit hereto, in substantially the form attached hereto).

Agreements to Participate. Subject to the terms and conditions of this Agreement, and in reliance on the agreements, representations and warranties made herein, the parties hereto agree to participate in the following transactions described in this Section 2.1 on or prior to the Closing Date as follows: Date: (a) The Owner Participant will provide to the Owner Participant agrees to provide Lessor funds in an amount sufficient to (i) fund the Equity Investment Purchase Price and (ii) pay the Transaction Costs Expenses which the Owner Lessor is responsible to pay pursuant to Section SECTION 2.3(a) hereof (collectively, the "OWNER PARTICIPANT'S COMMITMENT"), PROVIDED, HOWEVER, that the Owner Participant may elect at its sole discretion to pay all or any portion of such Owner Participant's Commitment"); Calpine Commitment directly to Xxxxx City in accordance with SECTION 2.2(b) hereof; (b) The Owner Lessor will (i) issue the Lessor Notes, (ii) sell the Lessor Notes to Lender and (iii) grant the Facility Lessee shall cause CCFC Security Interest; (c) The Owner Lessor will use the proceeds of the (i) Owner Participant's Commitment and (ii) sale of the Lessor Notes to assign and transfer pay (x) the Purchase Price for the Undivided Interest to Xxxxx City and (y) the Transaction Expenses which the Owner Lessor is responsible to pay pursuant to SECTION 2.3(a) hereof; (d) Xxxxx City will convey the Undivided Interest to the Owner Lessor pursuant to the Facility Deed and the Xxxx of Sale; (e) The Owner Lessor and Xxxxx City will enter into the Facility Lease, pursuant to which the Owner Lessor will lease the Undivided Interest to Xxxxx City and Xxxxx City will lease the Undivided Interest from the Owner Lessor; (f) Xxxxx City and the Owner Lessor will enter into the Facility Site Lease, pursuant to which Xxxxx City will lease the Ground Interest to the Owner Lessor on the terms and conditions set forth in the Assignment Agreement and the Owner Lessor agrees to acquire and accept such assignment and transfer of the Undivided Interest and will lease the Ground Interest from CCFCXxxxx City; (g) The Owner Lessor and Xxxxx City will enter into the Facility Site Sublease, and each agrees pursuant to execute and deliver the Assignment Agreement; which the Owner Lessor agrees to lease the Undivided Interest and will sublease the Ground Interest to the Facility Lessee on the terms Xxxxx City and conditions set forth in the Facility Lease and Facility Site Lease; the Facility Lessee agrees to lease the Undivided Interest and Xxxxx City will sublease the Ground Interest from the Owner Lessor; (h) The Owner Lessor, and each agrees to execute and deliver the respective Facility Lease Indenture Trustee, the Security Agent and the Facility Site Lease; the Indenture Trustee agrees to act as the trustee under and Lender will enter into the Collateral Trust Indenture Lease Indenture, pursuant to which the Lessor Notes will be issued; the Pass Through Trustees agree to use the Proceeds from the sale of the Certificates by the Pass Through Trusts to purchase the Lessor Notes from the Owner Lessor; the Owner Lessor agrees to sell will grant the Security Interest to the relevant Pass Through Trusts the applicable Lessor Notes and to grant to the Indenture Trustee, for the benefit of the Pass Through Trustees, certain liens and security interests in the Indenture Estate to secure its obligations thereunder; the OP Guarantor will guarantee the performance and payment obligations of the Owner Participant under the Operative Documents and the South Point Ground Lease pursuant to the OP Parent Guaranty; the Owner Lessor agrees to use the funds received from the Security Agent; (i) The Owner Participant and the Pass Through Trusts pursuant to clause (a)(i) and (e), respectively, of this Section 2.1 on the Closing Date to pay the Purchase Price; the Owner Participant and the Facility Lessee agree to Xxxxx City will enter into the Tax Indemnity Agreement; and the and (j) The parties agree to hereto will enter into the agreements referred to above and the other Operative Documents, and to cause each Affiliate thereof that is not a party hereto but is a party to an Operative Document to enter into such Operative Document, as the case may be (in each case, if attached as an Exhibit hereto, in substantially the form attached hereto).

Agreements to Participate. Subject to the terms and conditions of this Agreement, and in reliance on the agreements, representations and warranties made herein, the parties hereto agree to participate in the following transactions described in this Section 2.1 on or prior to the Closing Date as follows: Date: (a) The Owner Participant will provide to the Owner Participant agrees to provide Lessor funds in an amount sufficient to (i) fund the Equity Investment Purchase Price and (ii) pay the Transaction Costs Expenses which the Owner Lessor is responsible to pay pursuant to Section 2.3(aSECTION 2.3(A) hereof (collectively, the "OWNER PARTICIPANT'S COMMITMENT"), PROVIDED, HOWEVER, that the Owner Participant may elect at its sole discretion to pay all or any portion of such Owner Participant's Commitment"); Calpine Commitment directly to Xxxxx City in accordance with SECTION 2.2(B) hereof; (b) Xxxxx City will assume the Existing Debt, and immediately thereafter, as part of the Facility Lessee shall cause CCFC Purchase Price, the Owner Lessor will agree to assign assume the Owner Lessor's Percentage of Xxxxx City's obligations under the Existing Debt; (c) The Lender will assume the Owner Lessor's Percentage of Xxxxx City's obligations under the Existing Debt on behalf of the Owner Lessor in consideration for the issuance to the Lender by the Owner Lessor of the Lessor Notes, in each case in the manner and transfer subject to the conditions set forth herein; (d) The Owner Lessor will (i) issue the Lessor Notes, (ii) sell the Lessor Notes to Lender and (iii) grant the Security Interest; (e) The Owner Lessor will use the proceeds of the (i) Owner Participant's Commitment and (ii) sale of the Lessor Notes to pay (x) the Purchase Price for the Undivided Interest to Xxxxx City and (y) the Transaction Expenses which the Owner Lessor is responsible to pay pursuant to SECTION 2.3(A) hereof; (f) Xxxxx City will convey the Undivided Interest to the Owner Lessor pursuant to the Facility Deed and the Xxxx of Sale; (g) The Owner Lessor and Xxxxx City will enter into the Facility Lease, pursuant to which the Owner Lessor will lease the Undivided Interest to Xxxxx City and Xxxxx City will lease the Undivided Interest from the Owner Lessor; (h) Xxxxx City and the Owner Lessor will enter into the Facility Site Lease, pursuant to which Xxxxx City will lease the Ground Interest to the Owner Lessor on the terms and conditions set forth in the Assignment Agreement and the Owner Lessor agrees to acquire and accept such assignment and transfer of the Undivided Interest and will lease the Ground Interest from CCFCXxxxx City; (i) The Owner Lessor and Xxxxx City will enter into the Facility Site Sublease, and each agrees pursuant to execute and deliver the Assignment Agreement; which the Owner Lessor agrees to lease the Undivided Interest and will sublease the Ground Interest to the Facility Lessee on the terms Xxxxx City and conditions set forth in the Facility Lease and Facility Site Lease; the Facility Lessee agrees to lease the Undivided Interest and Xxxxx City will sublease the Ground Interest from the Owner Lessor; (j) The Owner Lessor, the Lease Indenture Trustee, and each agrees to execute and deliver the respective Facility Lease and the Facility Site Lease; the Indenture Trustee agrees to act as the trustee under and Security Agent will enter into the Collateral Trust Indenture Lease Indenture, pursuant to which the Lessor Notes will be issued; the Pass Through Trustees agree to use the Proceeds from the sale of the Certificates by the Pass Through Trusts to purchase the Lessor Notes from the Owner Lessor; the Owner Lessor agrees to sell will grant the Security Interest to the relevant Pass Through Trusts the applicable Lessor Notes and to grant to the Indenture Trustee, for the benefit of the Pass Through Trustees, certain liens and security interests in the Indenture Estate to secure its obligations thereunder; the OP Guarantor will guarantee the performance and payment obligations of the Owner Participant under the Operative Documents and the South Point Ground Lease pursuant to the OP Parent Guaranty; the Owner Lessor agrees to use the funds received from the Security Agent; (k) The Owner Participant and the Pass Through Trusts pursuant to clause (a)(i) and (e), respectively, of this Section 2.1 on the Closing Date to pay the Purchase Price; the Owner Participant and the Facility Lessee agree to Xxxxx City will enter into the Tax Indemnity Agreement; and the and (l) The parties agree to hereto will enter into the agreements referred to above and the other Operative Documents, and to cause each Affiliate thereof that is not a party hereto but is a party to an Operative Document to enter into such Operative Document, as the case may be (in each case, if attached as an Exhibit hereto, in substantially the form attached hereto).

Agreements to Participate. Subject to the terms and conditions of this Agreement, and in reliance on the agreements, representations and warranties made herein, the parties agree to participate in the transactions described in this Section 2.1 on or before ----------- the Closing Date as follows: : (a) The Owner Participant will provide to the Owner Participant agrees to provide Lessor funds in an amount sufficient to (i) fund the Equity Investment and (ii) pay the Transaction Costs Expenses which the Owner Lessor is responsible to pay pursuant to Section 2.3(a) hereof (collectively, the "Owner Participant's Commitment"); Calpine and the Facility Lessee shall cause CCFC to assign and transfer the Undivided Interest and the Ground Interest to the -------------- ------------------------------ (b) The Owner Lessor on will (i) issue the terms and conditions set forth in Initial Lessor Notes, (ii) sell the Assignment Agreement and the Owner Lessor agrees to acquire and accept such assignment and transfer of the Undivided Interest and the Ground Interest from CCFC, and each agrees to execute and deliver the Assignment Agreement; the Owner Lessor agrees to lease the Undivided Interest and the Ground Interest to the Facility Lessee on the terms and conditions set forth in the Facility Lease and Facility Site Lease; the Facility Lessee agrees to lease the Undivided Interest and the Ground Interest from the Owner Lessor, and each agrees to execute and deliver the respective Facility Lease and the Facility Site Lease; the Indenture Trustee agrees to act as the trustee under and enter into the Collateral Trust Indenture pursuant to which the Initial Lessor Notes will be issued; the Pass Through Trustees agree to use the Proceeds from the sale of the Certificates by the Pass Through Trusts to purchase the Lessor Notes from the Owner Lessor; the Owner Lessor agrees to sell to the relevant Pass Through Trusts the applicable Lessor Notes Trustee and to (iii) grant to the Lease Indenture Trustee, for the benefit of the Pass Through TrusteesNoteholders, certain liens and security interests in the Indenture Estate to secure its obligations thereunderwith respect to the Lessor Notes; (c) The Pass Through Trusts will use the Proceeds to purchase the Initial Lessor Notes from the Owner Lessor; (d) The Owner Lessor will use the proceeds of the (i) Owner Participant's Commitment and (ii) sale of the Initial Lessor Notes to pay (x) the Purchase Price for the Undivided Interest to Pepco and (y) the Transaction Expenses which the Owner Lessor is responsible to pay pursuant to Section 2.3(a) -------------- hereof; (e) Pepco, at the request of SEI, will transfer the Undivided Interest to the Owner Lessor by issuing the Facility Deed and the Xxxx of Sale to the Owner Lessor; (f) The Owner Lessor and SEMA will enter into the Facility Lease, pursuant to which the Owner Lessor will lease the Undivided Interest to SEMA and SEMA will lease the Undivided Interest from the Owner Lessor; (g) SEMA will enter into the Facility Site Lease with the Owner Lessor, pursuant to which SEMA will lease the Ground Interest to the Owner Lessor and the Owner Lessor will lease the Ground Interest from SEMA; XXXXXXXXX PARTICIPATION AGREEMENT (L1) -------------------------------------- (h) The Owner Lessor and SEMA will enter into the Facility Site Sublease, pursuant to which the Owner Lessor will sublease the Ground Interest to SEMA and SEMA will sublease the Ground Interest from the Owner Lessor; (i) The OP Guarantor will guarantee the performance and payment obligations of the Owner Participant under the Operative Documents and the South Point Ground Lease pursuant to the OP Parent Guaranty; the Owner Lessor agrees to use the funds received from the ; (j) The Owner Participant and the Pass Through Trusts pursuant to clause (a)(i) and (e), respectively, of this Section 2.1 on the Closing Date to pay the Purchase Price; the Owner Participant and the Facility Lessee agree to SEMA will enter into the Tax Indemnity Agreement; and the and (k) The parties agree to will enter into the agreements referred to above and the other Operative Documents, and to cause each Affiliate thereof that is not a party hereto but is a party to an Operative Document to enter into such Operative Document, as the case may be (in each case, if attached as an Exhibit hereto, in substantially the form attached hereto).

Agreements to Participate. Subject to the terms and conditions of this Agreement, and in reliance on the agreements, representations and warranties made herein, the parties agree to participate in the transactions described in this Section 2.1 ----------- on or before the Closing Date as follows: : (a) The Owner Participant will provide to the Owner Participant agrees to provide Lessor funds in an amount sufficient to (i) fund the Equity Investment and (ii) pay the Transaction Costs Expenses which the Owner Lessor is responsible to pay pursuant to Section 2.3(a) hereof (collectively, the "Owner Participant's Commitment"); Calpine and the Facility Lessee shall cause CCFC to assign and transfer the Undivided Interest and the Ground Interest to the -------------- ------------------------------ (b) The Owner Lessor on will (i) issue the terms and conditions set forth in Initial Lessor Notes, (ii) sell the Assignment Agreement and the Owner Lessor agrees to acquire and accept such assignment and transfer of the Undivided Interest and the Ground Interest from CCFC, and each agrees to execute and deliver the Assignment Agreement; the Owner Lessor agrees to lease the Undivided Interest and the Ground Interest to the Facility Lessee on the terms and conditions set forth in the Facility Lease and Facility Site Lease; the Facility Lessee agrees to lease the Undivided Interest and the Ground Interest from the Owner Lessor, and each agrees to execute and deliver the respective Facility Lease and the Facility Site Lease; the Indenture Trustee agrees to act as the trustee under and enter into the Collateral Trust Indenture pursuant to which the Initial Lessor Notes will be issued; the Pass Through Trustees agree to use the Proceeds from the sale of the Certificates by the Pass Through Trusts to purchase the Lessor Notes from the Owner Lessor; the Owner Lessor agrees to sell to the relevant Pass Through Trusts the applicable Lessor Notes Trustee and to (iii) grant to the Lease Indenture Trustee, for the benefit of the Pass Through TrusteesNoteholders, certain liens and security interests in the Indenture Estate to secure its obligations thereunder; with respect to the Lessor Notes; (c) The Pass Through Trusts will use the Proceeds to purchase the Initial Lessor Notes from the Owner Lessor; (d) The Owner Lessor will use the proceeds of the (i) Owner Participant's Commitment and (ii) sale of the Initial Lessor Notes to pay (x) the Purchase Price for the Undivided Interest to Pepco and (y) the Transaction Expenses which the Owner Lessor is responsible to pay pursuant to Section 2.3(a) -------------- hereof; (e) Pepco, at the request of SEI, will transfer the Undivided Interest to the Owner Lessor by issuing the Facility Deed and the Xxxx of Sale to the Owner Lessor; (f) The Owner Lessor and SEMA will enter into the Facility Lease, pursuant to which the Owner Lessor will lease the Undivided Interest to SEMA and SEMA will lease the Undivided Interest from the Owner Lessor; (g) SEMA will enter into the Facility Site Lease with the Owner Lessor, pursuant to which SEMA will lease the Ground Interest to the Owner Lessor and the Owner Lessor will lease the Ground Interest from SEMA; (h) The Owner Lessor and SEMA will enter into the Facility Site Sublease, pursuant to which the Owner Lessor will sublease the Ground Interest to SEMA and SEMA will sublease the Ground Interest from the Owner Lessor; (i) The OP Guarantor will guarantee the performance and payment obligations of the Owner Participant under the Operative Documents and the South Point Ground Lease pursuant to the OP Parent Guaranty; the Owner Lessor agrees to use the funds received from the ; (j) The Owner Participant and the Pass Through Trusts pursuant to clause (a)(i) and (e), respectively, of this Section 2.1 on the Closing Date to pay the Purchase Price; the Owner Participant and the Facility Lessee agree to SEMA will enter into the Tax Indemnity Agreement; and the and (k) The parties agree to will enter into the agreements referred to above and the other Operative Documents, and to cause each Affiliate thereof that is not a party hereto but is a party to an Operative Document to enter into such Operative Document, as the case may be (in each case, if attached as an Exhibit hereto, in substantially the form attached hereto).

Agreements to Participate. Subject to the terms and conditions of this Agreement, and in reliance on the agreements, representations and warranties made herein, the parties agree to participate in the transactions described in this Section 2.1 on the Closing Date as follows: the : (1) The Owner Participant agrees to provide funds make an Equity Investment in the Owner Trust in an amount equal to (a) the Owner Participant's Commitment and (b) an amount sufficient to (i) fund the Equity Investment and (ii) pay the Transaction Costs which the Owner Lessor Trustee is responsible to pay pursuant to Section 2.3(a2.4(a) hereof hereof. (collectively2) Subject to the rights of Virginia Power pursuant to the Clover Agreements, Old Dominion agrees to lease the "Owner Participant's Commitment"); Calpine and the Facility Lessee shall cause CCFC to assign and transfer the Undivided Equipment Interest and the Ground Foundation Interest to the Owner Lessor on the terms and conditions set forth in the Assignment Agreement and Trustee, the Owner Lessor Trustee agrees to acquire and accept such assignment and transfer of lease the Undivided Equipment Interest and the Ground Foundation Interest from CCFCOld Dominion, and each agrees to execute and deliver the Assignment Agreement; Equipment Head Lease, the Foundation Head Lease and the Clover Agreements Assignment. (3) The Owner Lessor Trustee agrees to lease the Undivided Equipment Interest and the Ground Foundation Interest to the Facility Lessee on the terms and conditions set forth in the Facility Lease and Facility Site Lease; the Facility Lessee Old Dominion, Old Dominion agrees to lease the Undivided Equipment Interest and the Ground Foundation Interest from the Owner Lessor, Trustee and each agrees to execute and deliver the respective Facility Equipment Operating Lease and the Facility Site Foundation Operating Lease; . (4) Subject to the Indenture rights of Virginia Power under the Clover Agreements, Old Dominion agrees to grant an option to lease the Ground Interest to the Owner Trustee pursuant to the Option Agreement. (5) The Original Lenders agree to enter into the Loan Agreement and make non-recourse secured loans to the Owner Trustee in an aggregate principal amount equal to the Original Lenders' Loan Commitments. (6) The Owner Trustee agrees to act as the trustee under and enter into the Collateral Trust Indenture pursuant to which the Lessor Notes will be issued; the Pass Through Trustees agree to use the Proceeds from the sale of the Loan Agreement and issue Loan Certificates by the Pass Through Trusts to purchase the Lessor Notes from the Owner Lessor; the Owner Lessor agrees to sell to the relevant Pass Through Trusts the applicable Lessor Notes and to grant to the Indenture Trustee, for the benefit of the Pass Through Trustees, certain liens and security interests Original Lenders in the Indenture Estate aggregate principal amount equal to secure its obligations thereunder; the OP Guarantor will guarantee the performance and payment obligations of the their Loan Commitments. (7) The Owner Participant under the Operative Documents and the South Point Ground Lease pursuant to the OP Parent Guaranty; the Owner Lessor Trustee agrees to use the funds received from the Owner Participant and the Pass Through Trusts Original Lenders pursuant to clause clauses (a)(i1)(a) and (e5), respectively, of this Section 2.1 to pay on the Closing Date all Equipment Head Lease Basic Rent and Foundation Head Lease Basic Rent, which are amounts equal to pay the Purchase Price; Equipment Interest Cost and Foundation Interest Cost, due under the Equipment Head Lease and the Foundation Head Lease, respectively. (8) Old Dominion agrees to pledge certain obligations, deposits and bonds to the Owner Trustee to secure its obligations under the Equipment Operating Lease and the Foundation Operating Lease. (9) The Owner Participant and the Facility Lessee Old Dominion agree to enter into the Tax Indemnity Agreement; and . (10) The Owner Trustee agrees to use the parties agree funds received from the Owner Participant pursuant to enter into clause (1)(b) of this Section 2.1 to pay all Transaction Costs which the agreements referred Owner Trustee is responsible to above and the other Operative Documents, and pay pursuant to cause each Affiliate thereof that is not a party hereto but is a party to an Operative Document to enter into such Operative Document, as the case may be (in each case, if attached as an Exhibit hereto, in substantially the form attached hereto)Section 2.4(a) hereof.