Assignment And Novation

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Upon such assignment and assumption, Assignor shall be released from all rights, duties and obligations with respect to the Assets, and Assignee agrees to reimburse Assignor for and hold Assignor harmless against any obligation to perform any of the assigned duties and obligations included in the Assets. Assignor, Assignee and BSSI hereby agree that this Agreement shall constitute a novation of the obligations of Assignor under the Satellite Purchase Contract solely with respect to the Assets.

Accordingly, all of the rights, duties and obligations of Assignor under the Satellite Purchase Contract are hereby extinguished with respect to the Assets, but only to the extent they have been assigned to and assumed by Assignee hereunder.

"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.

Be careful to check whether your contract has a prohibition against assignment, either completely or not without the other party’s consent.

If you fail to get the required consent the assignment will be ineffective.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.The novation extinguishes the contract between A and B and replaces it with a new contract on the same terms between A and C. Novation is often used in design and build (D&B) contracts where (for example) the architect has carried out the first stage design work for the employer and is then novated to the D&B contractor to carry out the second stage design work and to be part of the contractor’s team during the construction phase.Limits It is acceptable within the construction industry to limit the ability of assigning a document to two occasions only.ASSIGNMENT AND NOVATION AGREEMENT THIS ASSIGNMENT AND NOVATION AGREEMENT (this "Agreement") is made as of December 5, 2001 by and between XM Satellite Radio Inc.("Assignor"), a Delaware corporation and wholly-owned subsidiary of XM Satellite Radio Holdings Inc., having its principal place of business at 1500 Eckington Place, N.E., Washington, DC 20002-2194, and Boeing Satellite Systems International, Inc.formerly Hughes Space and Communications International, Inc.If the parties want to assign both the rights and obligations under the contract, this is not possible.Novation requires all parties’ consent which can lead to delays while negotiations are taking place.


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