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10. DISPUTE RESOLUTION. Upon the occurrence of any dispute or disagreement <br /> between the parties hereto arising out of or in connection with any term or provision <br /> of this Agreement, the subject matter hereof, or the interpretation or enforcement <br /> hereof (the "Dispute "), the parties shall engage in informal, good faith discussions <br /> and attempt to resolve the Dispute. In connection therewith, upon written notice of <br /> either party, each of the parties will appoint a designated officer whose task it shall <br /> be to meet for the purpose of attempting to resolve such Dispute. The designated <br /> officers shall meet as often as the parties shall deem to be reasonably necessary. <br /> Such officers will discuss the Dispute. If the parties are unable to resolve the <br /> Dispute in accordance with this Section 10, and in the event that either of the parties <br /> concludes in good faith that amicable resolution through continued negotiation with <br /> respect to the Dispute is not reasonably likely, then the parties may mutually agree to <br /> submit to binding or nonbinding arbitration or mediation. <br /> 11. MISCELLANEOUS. <br /> 11.1. Assignment. Neither party may assign all or any portion of this <br /> Agreement without the prior written consent of the other, which consent shall not <br /> be unreasonably withheld or delayed; provided, however, The Customer hereby <br /> acknowledges and agrees that the execution (as outlined in Exhibit F), delivery <br /> and performance of Redflex's rights pursuant to this Agreement shall require a <br /> significant investment by Redflex, and that in order to finance such investment, <br /> Redflex may be required to enter into certain agreements or arrangements <br /> ( "Financing Transactions ") with equipment lessors, banks, financial institutions <br /> or other similar persons or entities (each, a "Financial Institution" and <br /> collectively, "Financial Institutions "). The Customer hereby agrees that Redflex <br /> shall have the right to assign, pledge, hypothecate or otherwise transfer <br /> ( "Transfer ") its rights, or any of them, under this Agreement to any Financial <br /> Institution in connection with any Financing Transaction between Redflex and <br /> any such Financial Institution, subject to the Customer's prior written approval, <br /> which approval shall not be unreasonably withheld or delayed. The Customer <br /> further acknowledges and agrees that in the event that Redflex provides written <br /> notice to the Customer that it intends to Transfer all or any of Redflex's rights <br /> pursuant to this Agreement, and in the event that the Customer fails to provide <br /> such approval or fails to object to such Transfer within forty -five (45) business <br /> days after its receipt of such notice from Redflex, for the purposes of this <br /> Agreement, the Customer shall be deemed to have consented to and approved <br /> such Transfer by Redflex. Notwithstanding the above, this Agreement shall inure <br /> to the benefit of, and be binding upon, the parties hereto, and their respective <br /> successors or assigns. <br /> 11.2. RELATIONSHIP BETWEEN REDFLEX AND THE CUSTOMER. <br /> Nothing in this Agreement shall create, or be deemed to create, a partnership, <br /> joint venture or the relationship of principal and agent or employer and employee <br /> between the parties. The relationship between the parties shall be that of <br /> independent contractors, and nothing contained in this Agreement shall create the <br /> relationship of principal and agent or otherwise permit either party to incur any <br /> debts or liabilities or obligations on behalf of the other party (except as specifically <br /> provided herein). <br /> 15 <br />