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XII. DOCUMENTATION; NONRECOURSE The Participant acknowledges its approval, as to form and content, of Equipment Note I and all documents related thereto, copies of which have been furnished to the Participant. Neither the Originator nor the Participant (i) shall be liable or responsible for representations or warranties made by, or for obligations binding upon or assumed by, the Borrower or anyone else; (ii) makes any representation or warranty as to the genuineness; legality, validity; perfection; priority, enforceability, sufficiency or collectability of Equipment Loan lor any other agreement made or instrument, document or writing issued thereunder, in connection therewith or as a result thereof; (iii) makes any representation or warranty as to the Borrower, as to any finandal statements or collateral reports submitted by or for the Borrower or as to any risk of loss with respect to this transaction or as to any matter whatsoever, except only that the Originator warrants to the Participant that it has good title to the Participations acquired by the Participant hereunder; or (iv) shall have any right of recourse against any other party hereto, except as specifically provided in this Agreement. The Originator does represent and warrant that a copy of Equipment Note I attached as Exhibit A is a true and correct copy of the executed original thereof. Notwithstanding the foregoing, the Originator does not guarantee or make any representation as to the accuracy or adequacy of information received from it by the Borrower that the Originator has made available to the Participant. XIII. BINDING EFFECT; GOVERNING LAW AND PRINCIPLES OF CONSTRUCTION; COUNTERPARTS This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, successors and assigns and shall be governed by and interpreted in accordance with the law of the State of Minnesota, without giving effect to conflict of laws principles thereof. This Agreement constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof. Specifically, there is no understanding that the Originator will reacquire any or all Participations. The captions and headings in this Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Agreement. This Agreement is solely for the benefit of the Originator and the Participant and no ot~er person shall be entitled to rely upon or enforce the provisions hereof or to raise as a defense the failure of the Originator or the Participant to comply with any of the provisions hereof. This Agreement may be executed in any number of counterparts, and by the parties hereto on separate counterparts, each of which, when so executed, shall be an -9-