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 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 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).