55A - RESO - STREET LIGHT SYSTEM

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acceptance or rejection shall be evidenced by a written notice delivered to SCE's Local Service Planning Office. (c) At any time during the Inventory Inspection Period, each Party shall perform and complete its respective Transition Activities for all Facilities, excepting only the Reconfigured Facilities identified in the Reconfigured Facilities Notice, which Reconfigured Facilities shall not be included in the Bill of Sale, will not be paid for through Escrow, but will rather be invoiced for separately following the Closing Date. Notwithstanding the foregoing, prior to or during the Inventory Inspection Period, each Party shall perform and complete its respective Transition Activities for any Reconfigured Facilities. (d) Not later than thirty (30) days prior to the expiration of the Inventory Inspection Period, SCE shall deliver to Buyer a revised and final Bill of Sale duly executed by SCE. The Parties agree that delivery of the Bill of Sale shall be effective upon the earlier of (i) delivery to Buyer by hand of an original Bill of Sale or (ii) Buyer's receipt of a facsimile or other electronic transmission of the Bill of Sale. If delivery is made by facsimile or other electronic transmission, SCE shall concurrently send the original Bill of Sale to Buyer by registered or certified mail or overnight courier. (e) At any time prior to delivery of the final Bill of Sale, Buyer may elect at its sole and absolute discretion to remove any of the Facilities (except for Reconfigured Facilities) and deduct on a pro rata basis the value of such Facilities from the Purchase Price. (f) Within ten (10) working days following the delivery of the final Bill of Sale, Buyer shall say to SCE in US Dollars the Purchase Price, Transition Costs, and the Taxes (but not Excluded Taxes) for the Facilities to be transferred to Buyer. (g) Following the Closing Date, SCE's Local Service Planning Office will invoice Buyer separately for any duly accepted Reconfigured Facilities. 6.3 Assumption of Liabilities. Beginning on the Closing Date, Buyer will assume all obligations and liabilities of any kind or nature whatsoever related to, arising from, or associated with ownership or possession of the Facilities transferred to Buyer. 6.4 Post -Inventory Inspection Period Activities. (a) As soon as practicable after the Closing Date, but effective as of the Closing Date, SCE will officially change the charge for electricity furnished to the Facilities transferred to Buyer from the Streetlight Rate Schedule LS -1 to the Streetlight Rate Schedule "LS -2 LIGHTING - STREET AND HIGHWAY CUSTOMER -OWNED INSTALLATION - UNMETERED SERVICE" Multiple Service — Rate B and provide written notice to Buyer of such change ("Notice of Rate Change"). At the next available billing period following the Notice of Page 11 of 24 55A-23