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... d. The Originator shall have no duties or responsibilities to the Participant except as expressly set forth herein. The Originator shall not have by reason of this Agreement a fiduciary relationship with respect to the Participant, and nothing herein, express or implied, is intended to or shall be so construed as to impose upon the Originator any obligations in respect of Equipment Loan I except as expressly set forth therein or herein. e. The Participant acknowledges that it has, independently and without reliance upon the Originator or the directors, officers, agents or employees of the Originator and instead in reliance upon its own review of such information as the Participant has deemed appropriate, made its own independent credit analysis and decision to enter into this Agreement and the Participant agrees that it shall, independently and without reliance on the Originator or the directors, officers, agents or employees of the Originator, continue to make its own independent credit analysis and decisions in taking or in refraining from taking any action under this Agreement. Except as expressly provided for in this Agreement, the Originator shall not have any duty or responsibility, either initially or on a continuing basis, to provide the Participant with any credit or other information with respect to Equipment Loan I, whether coming into the possession of the Originator prior to the date hereof or at any time or times hereafter. f. The Originator may not relinquish its rights and obligations to manage the credit under this Paragraph VII without the prior written consent of the Participant. VIII. INDEMNIFICATION In the event the Originator shall incur out-of-pocket expenses, losses, liabilities (including liabilities for penalties), judgments, demands or costs (including, without limitation, reasonable attorneys' fees) in connection with the enforcement of Equipment Note I, Equipment Loan I or this Agreement, the Participant shall pay, indemnify and hold harmless the Originator upon demand for its ratable share (based upon its Participation Percentage) or, in the case of any expense, loss, liability, judgment, demand or cost arising out of Participant's breach of this Agreement, for the entire amount of such expenses or liabilities, in either case that are not reimbursed by the Borrower. All amounts paid by the Borrower to reimburse the Originator for such expenses shall be retained by the Originator, provided. that if the Participant has already paid to the Originator the Participant's ratable share for such expenses, then the Participant shall be reimbursed for such payment. IX. -7-