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19 <br /> ARTICLE VII <br /> MISCELLANEOUS PROVISIONS <br /> 7.01 Representations and Warranties. The Parties each represent, covenant, and warrant for <br /> the other's benefit as follows: <br /> (a) Each Party has all necessary authority to enter into this Participation Agreement and to <br /> conduct the processes created by this Participation Agreement. This Participation <br /> Agreement has been executed by each Party's governing body. This Participation <br /> Agreement is a valid and binding obligation of each Party. <br /> (b) To the knowledge of each Party, the execution and delivery of this Participation <br /> Agreement, the fulfillment of or compliance with its terms and conditions, and/or <br /> completing transactions conducted within this Participation Agreement results in a <br /> breach of the terms, conditions and provisions of any agreement or instrument to which a <br /> Parry is now a party or by that it is bound or constitutes a default. <br /> (c) To the knowledge of each Party, there is no litigation or other court, or administrative <br /> proceeding pending or threatened affecting the Party's rights to execute or deliver this <br /> Participation Agreement or to comply with its obligations under this Participation <br /> Agreement. <br /> (d) Neither such Party's execution and delivery of this Participation Agreement, nor its <br /> compliance with its obligations under this Participation Agreement, requires the approval <br /> of any regulatory body or any other entity the approval of which has not been obtained. <br /> (e) The Parties agree to work together in good faith and with all due diligence to provide for <br /> and carry out the purpose of this Participation Agreement. <br /> 7.02 Agreement Related Dispute Resolution.It is the desire and intent of the Parties to resolve <br /> any disputes in a collaborative manner and to avoid, if possible, the expense and delay of <br /> litigation. In the event that any Party cannot resolve an issue with another Party under this <br /> Agreement, the affected party shall engage in the following process: <br /> (a) Any Party may give written notice to another Party or Parties of any dispute not resolved <br /> in the ordinary course of business. Within ten(10)business days after delivery of the <br /> written notice by regular or electronic mail, the receiving Party(ies) shall submit a written <br /> response to the disputing Party and designate in the notice a representative who will <br /> represent that Party in the negotiation to resolve the dispute. If a third-party mediator is <br /> necessary, the Party providing initial written notice will indicate as such in the notice and <br /> seek confirmation/approval by the receiving parties in written response. It shall be the <br /> responsibility of the Party giving notice to cover any costs related to any third-party <br /> mediator once confirmed/approved by the receiving parties. <br /> (b) Within ten(10)business days of receiving the response, the appointees of the disputing <br /> and receiving Parties shall meet at a mutually acceptable time and place, and thereafter, <br /> as often as necessary to resolve the dispute. <br /> 13 <br />