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 on or prior to the Closing Date:
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 abo...
Agreements to Participate. 1 SECTION 2.02. Reserved.......................................................2 SECTION 2.03. Payments on Closing Date.......................................2 SECTION 2.04. Time and Place of Closing, Notice..............................2
Agreements to Participate. In reliance on the agreements, representations and warranties herein contained or made pursuant hereto, and subject to the terms and conditions hereinafter set forth:
Agreements to Participate. Section 2.2 Closing Date; Procedure for Participation. ..............................................................
