Assignment And Novation

"Ground Spare Satellite Payload" means the following components of the Ground Spare Satellite: (i) all hardware above the four-point interface above the bus module; and (ii) all antenna structures, deployment mechanisms and reflectors. Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings as set forth in the Satellite Purchase Contract.

"Ground Spare Satellite Payload" means the following components of the Ground Spare Satellite: (i) all hardware above the four-point interface above the bus module; and (ii) all antenna structures, deployment mechanisms and reflectors. Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings as set forth in the Satellite Purchase Contract.2 IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above. By: ----------------------------------------- Name: Title: XM SATELLITE RADIO HOLDINGS INC.

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The terms of novation should be clear and failure to execute the document properly may result in the loss of one party’s rights.

Key things to consider Will assignment be all you need or do you require novation? If it is intended from the outset that certain documents will require novating in the future, agree the form of the novation document at the outset and append this form to professional appointments and building contracts.

The burden (an obligation) of a contract is not assignable.

Novation is the transfer of an interest from one party to another but unlike assignment, novation includes both the benefit and the burden of a contract.

For example, if a building contract between A (employer) and B (contractor) is assigned to C (a third party), C has the right to sue B if the works are not constructed properly but the obligation to make payment under the contract remains with A.

The rights assigned to C operate only from the date of the assignment and are not retrospective.

Standard form building contracts usually contain a prohibition on assignment without the contractor’s consent.

FIS members can contact the FIS Legal Helpline (01) or email [email protected] assistance.

By: ----------------------------------------- Name: Title: Pursuant to Article 34.1(b) of the Satellite Purchase Contract, BSSI hereby approves, as of the Effective Date, the assignment and assumption of the Satellite Purchase Contract, as reflected in the assignment and assumption of Assets as set forth in the foregoing Agreement, and agrees to the release of Assignor in paragraph (2) above and the novation of the Satellite Purchase Contract in paragraph (3) above. By: ----------------------------------------- Name: Title: SCHEDULE A ASSETS For purposes of this Agreement, "Assets" shall mean the following: All of Assignor's rights, duties and obligations under the Satellite Purchase Contract with respect to the Ground Spare Satellite (but not any other Satellite) other than Assignor's rights, duties and obligations with respect to the Ground Spare Satellite Payload, which rights, duties and obligations are being retained by Assignor.

The assigned rights, duties and obligations shall include, but not be limited to, any and all of Assignor's: (i) rights to completion, testing, storage, insurance and delivery of the Ground Spare Satellite (other than with respect to the Ground Spare Satellite Payload), (ii) rights in the Ground Spare Satellite (other than the Ground Spare Satellite Payload), once delivered in accordance with the Satellite Purchase Contract, (iii) duties and obligations to make payments under the Satellite Purchase Contract relating to the Ground Spare Satellite, including but not limited to Milestone Payments, performance incentive payments, payments for storage costs, payment of deferred financing obligations and payments for launch services (it being agreed that One Hundred (100%) percent of such payments applicable to the Ground Spare Satellite remaining unpaid as of the date of this Agreement shall be included in the Assets described herein), (iv) performance obligations and duties relating to the Ground Spare Satellite, other than with respect to the Ground Spare Satellite Payload, under (and subject to the conditions set forth in) the Satellite Purchase Contract and (v) all continuing rights, duties and obligations as Customer under the Satellite Purchase Contract insofar as they relate to the Ground Spare Satellite (other than with respect to the Ground Spare Satellite Payload); it being understood that Assignor retains all continuing rights, duties and obligations as Customer under the Satellite Purchase Contract with respect to the Ground Spare Satellite Payload, XM-1 and XM-2.