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b. The Participant shall, pursuant to the terms of Equipment Note I, be deemed to have a right of set-off in respect of the Participations in amounts owing under Equipment Note I to the same extent as if the amount of its Participations 5 were owing directly to the Participant, provided that such right of set-off shall be subject to the obligation of the Participant to share with the Originator as provided above. c. H any payment received by the Originator with respect to Equipment 1 0 Loan I must be rescinded or otherwise returned for any reason, the Participant shall, upon notice from the Originator, forthwith reimburse the Originator according to its Participation Percentage for such return by the Originator, including any interest or other amount paid or payable by the Originator in respect of the amount rescinded or returned, to the extent the Originator had originally remitted such payment to 1 5 the Participant. VI. CUSTODY OF CREDIT DOCUMENTS 20 Other than with respect to the Participant Security Agreement, the Originator shall have custody and control of Equipment Note I and all related documents evidencing the Equipment Loan I delivered to it by the Borrower, as agent for the benefit of itself and the Participant, with full authority, subject to the terms and conditions of Equipment Note I and this Agreement, to control in the 25 name of the Originator the collection and enforcement of Equipment Loan I by suit, foreclosure, set-off, or otherwise. VII. MANAGEMENT OF CREDIT 30 a. The Originator shall have the sole right and obligation to manage, perform and enforce the terms of Equipment Note I and to exercise and enforce all privileges and rights exercisable or enforceable by it thereunder and to grant or withhold consent or approvals thereunder including, without limitation, the right 35 to approve any amendment, modification or waiver of any provision of Equipment Note I according to the Originator's discretion and in the exercise of its business judgment; provided, however, that the Originator will not, without the written consent of the Participant, agree to any modification, amendment or waiver of Equipment Note I that would result in (i) any reduction in the amount of any 40 principal of, or the amount of or rate of interest on Equipment Note I or Equipment Loan I, (ii) any postponement of the date fixed for any payment of principal of or interest on the Equipment Note I or Equipment Loan I, or (Hi) the release or subordination of any material portion of any collateral; and provided, further. that -5-