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8.1. COMMENCEMENT OF ACCEPTANCE TESTING. Motorola will provide to Customer at least ten <br /> (10) days notice before the Acceptance Tests commence. System testing will occur only in accordance <br /> with the Acceptance Test Plan. <br /> 8.2. SYSTEM ACCEPTANCE. System Acceptance will occur upon successful completion of the <br /> Acceptance Tests. Upon System Acceptance, the Parties will memorialize this event by promptly <br /> executing a System Acceptance Certificate. If the Acceptance Test Plan includes separate tests for <br /> individual Subsystems or phases of the System, acceptance of the individual Subsystem or phase will <br /> occur upon the successful completion of the Acceptance Tests for the Subsystem or phase, and the <br /> Parties will promptly execute an acceptance certificate for the Subsystem or phase. If Customer believes <br /> the System has failed the completed Acceptance Tests, Customer will provide to Motorola a written notice <br /> that includes the specific details of the failure. If Customer does not provide to Motorola a failure notice <br /> within thirty (30) days after completion of the Acceptance Tests, System Acceptance will be deemed to <br /> have occurred as of the completion of the Acceptance Tests. Minor omissions or variances in the System <br /> that do not materially impair the operation of the System as a whole will not postpone System Acceptance <br /> or Subsystem acceptance, but will be corrected according to a mutually agreed schedule. <br /> 8.3. BENEFICIAL USE. Customer acknowledges that Motorola's ability to perform its implementation <br /> and testing responsibilities may be impeded if Customer begins using the System before System <br /> Acceptance. Therefore, Customer will not commence Beneficial Use before System Acceptance without <br /> Motorola's prior written authorization, which will not be unreasonably withheld. Motorola is not <br /> responsible for System performance deficiencies that occur during unauthorized Beneficial Use. Upon <br /> commencement of Beneficial Use, Customer assumes responsibility for the use and operation of the <br /> System. <br /> 8.4 FINAL PROJECT ACCEPTANCE. Final Project Acceptance will occur after System Acceptance <br /> when all deliverables and other work have been completed. When Final Project Acceptance occurs, the <br /> parties will promptly memorialize this final event by so indicating on the System Acceptance Certificate. <br /> Section 9 REPRESENTATIONS AND WARRANTIES <br /> 9.1. SYSTEM FUNCTIONALITY. Motorola represents that the System will perform in accordance <br /> with the Specifications in all material respects. Upon System Acceptance or Beneficial Use, whichever <br /> occurs first, this System functionality representation is fulfilled. Motorola is not responsible for System <br /> performance deficiencies that are caused by ancillary equipment not furnished by Motorola which is <br /> attached to or used in connection with the System or for reasons or parties beyond Motorola's control, <br /> such as natural causes; the construction of a building that adversely affects the microwave path reliability <br /> or radio frequency (RF)coverage; the addition of frequencies at System sites that cause RF interference <br /> or intermodulation; or Customer changes to load usage or configuration outside the Specifications. <br /> 9.2. EQUIPMENT WARRANTY. During the Warranty Period, Motorola warrants that the Equipment <br /> under normal use and service will be free from material defects in materials and workmanship. If System <br /> Acceptance is delayed beyond six (6)months after shipment of the Equipment by events or causes within <br /> Customer's control, this warranty expires eighteen(18)months after the shipment of the Equipment. <br /> 9.3. MOTOROLA SOFTWARE WARRANTY. Unless otherwise stated in the Software License <br /> Agreement, during the Warranty Period, Motorola warrants the Motorola Software in accordance with the <br /> terms of the Software License Agreement and the provisions of this Section 9 that are applicable to the <br /> Motorola Software. If System Acceptance is delayed beyond six (6) months after shipment of the <br /> Motorola Software by events or causes within Customer's control, this warranty expires eighteen (18) <br /> months after the shipment of the Motorola Software. TO THE EXTENT, IF ANY, THAT THERE IS A <br /> SEPARATE LICENSE AGREEMENT PACKAGED WITH, OR PROVIDED ELECTRONICALLY WITH, A <br /> PARTICULAR PRODUCT THAT BECOMES EFFECTIVE ON AN ACT OF ACCEPTANCE BY THE END <br /> USER, THEN THAT AGREEMENT SUPERCEDES THIS SOFTWARE LICENSE AGREEMENT AS TO <br /> THE END USER OF EACH SUCH PRODUCT. <br /> StarCom CSA_05.09.13.doc 6 <br /> Motorola Contract No. <br />