CALIFORNIA CENTER FOR SUSTAINABLE ENERGY (2)-2012

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ability of either Party to meet its obligations under the Agreement, the impacted Party agrees to promptly try to remedy such situation. P. Exhibits. All exhibits attached to the Agreement are incorporated herein, and shall be regarded as if set forth herein. Cl;. The Agreement. The Agreement and all exhibits attached thereto are incorporated herein, and shall be regarded as if set forth herein. R. No Trade Usaae or Prior Course of Dealins. The Parties agree that no trade usage, prior course of dealing, or course of performance under the Agreement shall be part of the Agreement or shall be used in the interpretation or construction of the Agreement. 25. Waiver. Any waiver by either Party of any breach by the other Party of any one or more of the covenants, conditions, or agreements of this Participation Agreement shall not be binding unless set forth in writing and shall not be construed to be a waiver of any subsequent or other breach of the same or any other covenant, condition or provision of this Agreement, nor shall any failure on the part of either Party to require or exact full and complete compliance by the other Party with any of the covenants, conditions or provisions of this Agreement be construed as changing the terms or preventing the full enforcement of the other provisions. 26. Attorney Fees. If any action is brought by either Party under this Agreement by reason of any claim or cause of action against the other arising out of or in connection with any breach or other nonperformance of the provisions of this Agreement, then each Party will pay its own costs and attorneys fees. 27. Dispute Resolution. In the event a dispute or controversy arises between the Parties with respect to the interpretation or enforcement of the Agreement, the Parties agree to negotiate in good faith for five (5) business days to resolve such dispute. If at the end of said five (5) day period, the Parties have not resolved the dispute, any Party may submit the dispute to mediation by providing written notice to the other Party demanding mediation. The Parties agree to submit said dispute to mediation before resorting to litigation or arbitration. The Parties shall share equally all costs of the mediation. 28. Rieht to Contract with Others. The rights granted hereunder by this Agreement are not exclusive, and CCSE and PARTICIPANT each reserves the right to enter into other agreements covering the same or similar services as are described in the underlying Prime Contract. 29. Duplicate Orieinals. This Agreement may be executed by the Parties in counterparts, each of which shall be considered an original, but such counterparts shall constitute together one and the same document for all legal purposes. 10