Common use of Technical Compliance Clause in Contracts

Technical Compliance. System Operator shall, at its own cost and expense, (i) contract with an authorized DIRECTV System manufacturer(s) to obtain DIRECTV System equipment and integrate such equipment with any necessary Components to create the Signal Distribution System, (ii) evaluate and test the Signal Distribution System to insure compliance with the Technical Specifications for each unit in the SO Property, (iii) select Components that will ensure that the Signal Distribution System meets the DIRECTV Technical Specifications in the MDU Property environment and will allow System Operator to fulfill its obligations under this Agreement, (iv) develop such additional hardware or other elements as are necessary for the Signal Distribution System to meet the Technical Specifications and allow System Operator to fulfill its obligations under this Agreement, (v) provide such technical demonstrations of the Signal Distribution System in any SO Property as DIRECTV may require in its reasonable discretion upon advance written notice to System Operator, at such times mutually agreed upon by the parties, to provide assurance that the Signal Distribution System will meet the DIRECTV Technical Specifications (“Technical Demonstration”), and provide DIRECTV the opportunity to participate and provide input in advance of completion of the Signal Distribution System or distribution of DIRECTV Programming via the Signal Distribution System, (vi) in connection with such Technical Demonstration, make such changes to the initial Signal Distribution System as are necessary in order for the system to meet the DIRECTV Technical Specifications, and (vii) take all commercially reasonable actions necessary to ensure that the Signal Distribution System continues to meet the Technical Specifications for the Term of this Agreement. If at any time during the Term of this Agreement, DIRECTV determines in good faith that a Signal Distribution System is not in strict compliance with all or any portion of the Technical Specifications, and such noncompliance interferes with SO Subscribers’ ability to receive DIRECTV Programming of a quality received by other DIRECTV subscribers (i.e., the signal does not meet the measurement standards), System Operator shall cure such noncompliance [ *** redacted ***] of DIRECTV’s notice of noncompliance (the “Cure Period”), and provide DIRECTV evidence of correction of such noncompliance, which evidence may, at DIRECTV’s request, include a Technical Demonstration. In the event such evidence is not approved by DIRECTV within the Cure Period, DIRECTV shall have the right to cease paying Commissions due to System Operator with respect to SO Subscribers in the noncomplying SO Property.

Technical Compliance. System Operator shall, at its own cost and expense, (i) contract with an authorized DIRECTV System DSS manufacturer(s) to obtain DIRECTV System DSS equipment and integrate such DSS equipment with any necessary Components to create the Signal Distribution System, (ii) evaluate and test the Signal Distribution System to insure material compliance with the Technical Specifications for each unit in the SO Property, (iii) select Components that will ensure that the Signal Distribution System materially meets the DIRECTV Technical Specifications in the MDU Property environment and will allow System Operator to fulfill its obligations under this Agreement, (iv) develop such additional hardware or other elements as are necessary for the Signal Distribution System materially to meet the Technical Specifications and allow System Operator to fulfill its obligations under this Agreement, (v) provide such technical demonstrations of the Signal Distribution System in any SO Property as DIRECTV may require in its reasonable discretion upon advance written notice to System Operator, at such times mutually agreed upon by the parties, to provide assurance that the Signal Distribution System will materially meet the DIRECTV Technical Specifications (“"Technical Demonstration”"), and provide DIRECTV the opportunity to participate and provide input in advance of completion of the Signal Distribution System or distribution of DIRECTV Programming via the Signal Distribution System, (vi) in connection with such Technical Demonstration, make such changes to the initial Signal Distribution System as are reasonably necessary in order for the system materially to meet the DIRECTV Technical Specifications, and (vii) take all commercially reasonable actions necessary to ensure that the Signal Distribution System continues materially to meet the Technical Specifications for the Term of this Agreement. If at any time during the Term of this Agreement, DIRECTV determines in good faith that a Signal Distribution System is not in strict material compliance with all or any portion of the Technical Specifications, and such noncompliance interferes with SO Subscribers’ ' ability to receive DIRECTV Programming of a quality received by other DIRECTV subscribers (i.e., the signal does not meet the measurement standards), System Operator shall cure such noncompliance [ *** redacted ***] of DIRECTV’s notice of noncompliance (the “Cure Period”), and provide DIRECTV evidence of correction of such noncompliance, which evidence may, at DIRECTV’s request, include a Technical Demonstration. In the event such evidence is not approved by DIRECTV within the Cure Period, DIRECTV shall have the right to cease paying Commissions due to System Operator with respect to SO Subscribers in the noncomplying SO Property.or commence and diligently

Technical Compliance. System Operator shall, at its own cost and expense, , (i) contract with an authorized DIRECTV System manufacturer(s) to obtain DIRECTV System equipment acquire directly from Star Choice the satellite IRDs and integrate such equipment same with any other necessary Components components to create the Signal Distribution System, (the purchase contracts for the satellite IRDs are to be agreed by the parties, acting reasonably. (ii) evaluate and test the Signal Distribution System to insure compliance with the Technical Specifications for each unit in the SO Property, , (iii) select Components that will ensure that the Signal Distribution System meets the DIRECTV Star Choice Technical Specifications in the MDU Property environment and will allow System Operator to fulfill its obligations under this Agreement, . (iv) develop such additional hardware or other elements as are necessary for the Signal Distribution System to meet the Technical Specifications and allow System Operator to fulfill its obligations under this Agreement, , (v) provide such technical demonstrations of the Signal Distribution System in any SO Property as DIRECTV Star Choice may require in its reasonable discretion upon advance written notice to System Operator, at such times mutually agreed upon by the parties, to provide assurance that the Signal Distribution System will meet the DIRECTV Star Choice Technical Specifications (“"Technical Demonstration”Test"), and provide DIRECTV Star Choice the opportunity to participate and provide input in advance of completion of the Signal Distribution System or distribution of DIRECTV Star Choice Programming via the Signal Distribution System; provided, however, that if the technical demonstrations are for other than bona fide Technical Test purposes (e.g. for Star Choice Marketing purposes or to test new Star Choice products or equipment), such demonstrations shall be limited to the test site of the System Operator, and otherwise be in conformity with the balance of this provision, mutatis mutandis; (vi) in connection with such Technical DemonstrationTest, make such changes to the initial Signal Distribution System as are necessary in order for the system to meet the DIRECTV Star Choice Technical Specifications, and and (vii) take all commercially reasonable actions necessary to ensure that the Signal Distribution System continues to meet the Technical technical Specifications for the Term of this Agreement. If at any time during the Term of this Agreement, DIRECTV Star Choice determines in good faith that a Signal Distribution System is not in strict material compliance with all or any portion of the Technical Specifications, and such noncompliance interferes with SO Subscribers’ ' ability to receive DIRECTV Star Choice Programming of a quality substantially received by other DIRECTV Star Choice subscribers (i.e., the signal does not meet the measurement standards), System Operator shall cure such noncompliance [ *** redacted ***] within ten (10) days of DIRECTV’s Star Choice's notice of noncompliance (the “"Cure Period”"), and provide DIRECTV Star Choice evidence of correction of such noncompliance, which evidence may, at DIRECTV’s Star Choice's request, include a Technical Demonstration. In the event such evidence is not approved by DIRECTV Star Choice within the Cure Period, DIRECTV Star Choice shall have the right to cease paying Commissions due to System Operator with respect to SO Subscribers in the noncomplying SO PropertyProperty until compliance is achieved.