0001193125-04-098063 Sample Contracts

MEMBER OFFER AGREEMENT
Member Offer Agreement • June 3rd, 2004 • Directv Holdings LLC • Cable & other pay television services • California

The Terms and Conditions set forth in this Schedule C (Part I) are applicable in the event that the Member has selected Option C-1, Option C-2 or Option C-3 in the Member Offer Agreement (“Agreement”) to which this Schedule C (Part I) is attached and are incorporated into such Agreement in accordance with the terms thereof. If the Member selects any of Option C-1, Option C-2 or Option C-3, these provisions will become effective upon the close of business on the Closing Date specified in Section 2 of the Agreement into which these Terms and Conditions are incorporated, which Closing Date may vary depending upon when an executed copy of the Agreement is delivered by the Member to NRTC, as master servicer for DIRECTV, in accordance with the delivery instructions set forth in Section 7 of the Agreement. Capitalized terms not otherwise defined herein have the meaning given such terms in the Agreement.

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