Common use of OVERRIDING PROVISIONS REGARDING DATA BUSINESS SUBSIDIARIES Clause in Contracts

OVERRIDING PROVISIONS REGARDING DATA BUSINESS SUBSIDIARIES. Each Data Business Subsidiary shall be permitted to transfer assets and liabilities owned or owed by it comprising the Data Business (as determined in good faith by any Executive Officer of the Company) to the Company. The Company and each Data Business Subsidiary shall each be permitted to transfer assets and liabilities comprising the Data Business (as reasonably determined by any Executive Officer of the Company) to Loral SpaceCom Corporation, a Delaware Corporation ("LSC") or any of its affiliates (including Loral Space & Communications Corporation, a Delaware corporation, and its Subsidiaries); provided, that, in consideration for such transfers by the Company to LSC or its affiliates, LSC or such affiliates shall reduce indebtedness owing by the Company to LSC or such affiliates by $50,000,000 in the aggregate. The Company may issue notes to any Data Business Subsidiary in consideration for all or a portion of the purchase price for such assets. If determined by the relevant parties to the transfers, the Company and its Subsidiaries may, in connection with such asset transfers in which transfer of title is delayed for any reason, continue to operate such Data Business Subsidiaries and the Data Business (and provide funds to the Data Business Subsidiaries for such purpose) for the benefit (and at the direction) of the Company (in the case of transfers to the Company by any Data Business Subsidiary) and for the benefit (and at the direction) of LSC or its affiliates (in the case of any asset transfer to LSC or any of its affiliates), as applicable, provided that, in the case of any transfer to LSC or its affiliates, LSC or one or more affiliates shall have agreed to bear all the costs of operating such assets pending completion of such transfer. The Company and its Subsidiaries shall not be required to comply with any provision of this Indenture in connection with the transactions contemplated by this Section 4.24. The provisions of this Section 4.24 shall override any provisions in the Indenture or the Notes that are in conflict or inconsistent with the provisions of this Section 4.24. ARTICLE FIVE SUCCESSOR CORPORATION

OVERRIDING PROVISIONS REGARDING DATA BUSINESS SUBSIDIARIES. Each Data Business Subsidiary shall be permitted to transfer assets and liabilities owned or owed by it comprising the Data Business (as determined in good faith by any Executive Officer of the Company) to the Company. The Company and each Data Business Subsidiary shall each be permitted to transfer assets and liabilities comprising the Data Business (as reasonably determined by any Executive Officer of the Company) to Loral SpaceCom Corporation, a Delaware Corporation ("LSC") or any of its affiliates (including Loral Space & Communications Corporation, a Delaware corporation, and its Subsidiaries); provided, that, in consideration for such transfers by the Company to LSC or its affiliates, LSC or such affiliates shall reduce indebtedness owing by the Company to LSC or such affiliates by $50,000,000 in the aggregate. The Company may issue notes to any Data Business Subsidiary in consideration for all or a portion of the purchase price for such assets. If determined by the relevant parties to the transfers, the Company and its Subsidiaries may, in connection with such asset transfers in which transfer of title is delayed for any reason, continue to operate such Data Business Subsidiaries and the Data Business (and provide funds to the Data Business Subsidiaries for such purpose) for the benefit (and at the direction) of the Company (in the case of transfers to the Company by any Data Business Subsidiary) and for the benefit (and at the direction) of LSC or its affiliates (in the case of any asset transfer to LSC or any of its affiliates), as applicable, provided that, in the case of any transfer to LSC or its affiliates, LSC or one or more affiliates shall have agreed to bear all the 33 costs of operating such assets pending completion of such transfer. The Company and its Subsidiaries shall not be required to comply with any provision of this Indenture in connection with the transactions contemplated by this Section 4.24. The provisions of this Section 4.24 shall override any provisions in the Indenture or the Notes that are in conflict or inconsistent with the provisions of this Section 4.24. ARTICLE FIVE SUCCESSOR CORPORATION