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makes no warranty or representation and shall not be responsible for the legality, validity, perfection, priority, enforceability, genuineness, sufficiency or collectability of Equipment Note lor any document relative thereto; and (vi) shall incur no liability under or in respect of Equipment Note I or any related document by acting 5 upon any notice, consent, certificate or other instrument or writing (which may be by telefacsimile, telegram, cable or telex) believed by the Originator to.be genuine and correct and signed or sent by the proper party. d. The Originator shall have no duties or responsibilities to the 10 Participant except as expressly set forth herein. The Originator shall not have by reason of this Agreement a fiduciary relationship with respect to the Patticipant, 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 20 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 25 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. 15 30 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. 3 5 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 40 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 ~7-