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ANY OTHER MATERIAL OR INFORMATION PROVIDED BY OR <br />COMMUNICATIONS MADE BY SCE, WILL CAUSE OR CREATE ANY <br />REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED. WITHOUT <br />LIMITING THE GENERALITY OF THE FOREGOING, SCE EXPRESSLY <br />DISCLAIMS: (A) ANY IMPLIED OR EXPRESS WARRANTY OF <br />MERCHANTABILITY; (B) ANY IMPLIED OR EXPRESS WARRANTY OF <br />FITNESS FOR A PARTICULAR PURPOSE; AND (C) ANY IMPLIED OR <br />EXPRESS WARRANTY OF CONFORMITY TO MODELS OR MATERIALS. <br />5.4 "AS IS" SALE. THE FACILITIES ARE BEING TRANSFERRED "AS IS, WHERE <br />IS, AND WITH ALL FAULTS" IN THEIR EXISTING CONDITION, WITHOUT ANY <br />REPRESENTATIONS OR WARRANTIES OF ANY KIND BY SCE, EXPRESS, <br />IMPLIED OR STATUTORY, AND WITHOUT RECOURSE AGAINST SCE. <br />5.5 Specific Disclaimer Regarding Land Rights. BUYER SPECIFICALLY <br />ACKNOWLEDGES AND AGREES THAT SCE IS NOT ASSIGNING OR <br />OTHERWISE TRANSFERRING ITS RIGHT, TITLE AND INTEREST IN AND TO <br />ANY LAND RIGHTS (OR ANY CLAIM, RIGHT OR BENEFIT ARISING UNDER <br />OR RESULTING FROM SUCH LAND RIGHTS) IN CONNECTION WITH ITS <br />SALE OF THE FACILITIES TO BUYER, AND BUYER ASSUMES ANY AND ALL <br />RISKS AND LIABILITIES IN CONNECTION WITH THE ABSENCE OF <br />ADEQUATE OR APPROPRIATE LAND RIGHTS. <br />5.6 Maintenance of Facilities Prior to Closin . From the Effective Date until the <br />Closing Date, SCE will, at its expense, operate and maintain the Facilities in <br />accordance with SCE's rate "Schedule LS-1 LIGHTING - STREET AND <br />HIGHWAY - UNMETERED SERVICE COMPANY -OWNED SYSTEM," and <br />consistent with SCEs custom and past practices. <br />5.7 New Facilities. Until the Commencement Date, SCE may continue to install new <br />streetlights in the City of Santa Ana in accordance with SCE's standard practices <br />and tariffs and CPUC rules and regulations. <br />6. COMMENCEMENT AND POST -COMMENCEMENT ACTIVITIES. <br />6.1 Commencement Date. The "Commencement Date" shall be the date that is five <br />(5) working days after the CPUC Approval Date. <br />6.2 Actions on Commencement Date. On or before the Commencement Date the <br />Parties shall commence the following actions for the Facilities to be transferred to <br />Buyer: <br />(a) For a period not to exceed six (6) months following the Commencement Date <br />(the "Inventory Inspection Period"), the Parties will perform their respective <br />Inventory Inspection Activities set forth in Exhibit C, including identifying any <br />Reconfigured Facilities. SCE's Local Service Planning office shall provide <br />Page 10 of 18 <br />