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Exhibit A <br />Description of the Facilities <br />Exhibit B <br />Form of Bill of Sale <br />Exhibit C <br />Inventory Inspection Activities <br />Exhibit ❑ <br />SCE Communications Equipment <br />Exhibit E <br />Pole Attachment License Agreement <br />9.12 Dispute Resolution. In the event any dispute arises concerning the enforcement <br />and/or interpretation of this Agreement, the Parties agree to attempt initially to <br />settle such claims or disputes in good faith between themselves. Said obligation <br />to discuss settlement of such claims or disputes shall be initiated by written notice <br />of such claim or dispute. Should the Parties not settle such claims or disputes <br />within thirty (30) days of the date of mailing of such notice or within such additional <br />time period to which the Parties agree in writing (the "Negotiation Period"), the <br />Parties may mutually agree to submit any such claim or dispute to mediation. In <br />such case, the Parties will select an independent mediator within thirty (30) days <br />of the expiration of the Negotiation Period (the "Selection Period"), either by mutual <br />agreement or, in the absence of agreement on a mediator, by requesting during <br />the Selection Period that the American Arbitration Association in Los Angeles, <br />California appoint a mediator. The mediation shall be commenced within thirty <br />(30) days of the selection of a mediator by the Parties or the American Arbitration <br />Association. Except as provided herein or by written agreement of the Parties, the <br />mediation shall be conducted in Los Angeles pursuant to the rules of the American <br />Arbitration Association. If the Parties are unable to settle the dispute through <br />discussions or in mediation, each Party shall have the right to pursue all of its <br />remedies at law or in equity. The covenants of Buyer and SCE contained in this <br />Section 9.12 shall survive the termination of this Agreement. <br />9.13 CommunicaEons Eg iR ent. Buyer acknowledges that the Facilities have <br />certain SCE -owned and operated radio equipment, used for the collection and <br />relay of data from meters and the collection, relay, and communication with SCE <br />distribution systems, attached to them as identified in Exhibit DD ("SCE <br />Communications Equipment"). Concurrently with the Closing Date, Buyer shall <br />grant to SCE a cost-free license to leave in place, operate, maintain, replace and <br />remove any SCE Communications Equipment attached to Facilities purchased by <br />Buyer pursuant to the Pole Attachment License Agreement attached hereto as <br />Exhibit E. <br />9.15 Interpretation. The language in all parts of this Agreement shall be construed <br />according to its normal and usual meaning and not strictly for or against either SCE <br />or Buyer. The headings of the paragraphs of this Agreement are inserted solely <br />for convenience of reference and are not a part of and are not intended to govern, <br />limit or aid in the construction of any terms or provisions hereof. The words <br />"include," "includes," and "including" shall be deemed to be followed by the phrase <br />"without limitation." <br />Page 16of18 <br />