On the date hereof, on the terms and conditions set forth herein, the Lender created Participation A-1 and Participation A-2, will retain Participation A-1 and sell Participation A-2 to Initial A-2 Holder. On the date hereof, Initial A-2 Holder shall pay for Participation A-2 by wire transfer to Lender of immediately available funds in an amount equal to the A-2 Purchase Price (which purchase shall be deemed effective only upon the Lender’s receipt of such funds). Upon payment of the A-2 Purchase Price, Lender shall deliver (if it has not previously delivered) the A-2 Participation Certificate to the Initial A-2 Holder. Thereafter, each Holder shall be deemed the owner of its respective Participation. No Holder shall transfer its Participation, or any portion thereof, other than in accordance with Article VIII hereof.