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20 5 hundred percent (100%), and the Participant's J'Participation Commitment" shall be $700,000.00. At no time will the Participant be obligated to purchase Participations that would cause the unpaid principal portion of all Participations purchased by the Participant to exceed the Participation Commitment. The purchase price for the Participant's Participation in each loan advanced under Equipment Loan I shall be an amount equal to one hundred percent (100%) of the Participation Percentage of the principal amount of said loan. 10 n. INTEREST OF P ARTICIP ANT 15 a. In exchange for the Participanrs commitment to purchase Participations hereunder, and provided that the Originator shall have received all amot.!-nts due from the Participant under this Agreement, the Originator sells and grants to the Participant an undivided fractional interest in the Originator's interest in Equipment Note I (including, without limitation, an undivided fractional interest in the liens and security interests in equipment purchased with the proceeds of Equipment Loan I) in the amount of its Participation Percentage with respect to Equipment Loan I and such interest related thereto, less one quarter of one percent (0.25%) per annum. The excess of the interest payable under Equipment Loan lover the amount of the interest distributable to the Participant hereunder shall be retained by the Originator as an administrative fee for services in connection with Equipment Loan I and this Agreement. 25 b. The Participations held by the Participant will include an interest, to the extent of the Participant's Participation Percentage, in all amounts of principal of, penalties, late charges and interest on Equipment Loan I received by the Originator in payment thereof from whatsoever source said payments are derived; provided, however, that the Participant shall be entitled to receive its Participation Percentage in connection with interest paid on a loan under Equipment Loan I only from the date the Participant's payment for its Participation in such loan was received by the Originator. The interest of the Originator in the loans under IEquipment Loan I [2] ~Which the Particioant has not ourchased from the Orhrinator shall be on a parity with the Participant's interest. 30 35 c. The relationship between the Originator and the Participant is not intended to be that of debtor and creditor (except to the extent that either party hereto may owe the other party a contractual obligation hereunder to make payments to such party), it being intended that the Participant will be purchasing an 40 undivided ownership interest in the Equipment Loan I and Equipment Note 1. The Originator shall have a security interest in and right of offset against all amounts payable to the Participant hereunder to secure the Participant's obligation to make payments with respect to each loan under Equipment Loan I; provided, however, -2-