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Conditions

SECTION 4.01. Conditions to Each Loan. The obligations of the Lenders to make any Loans hereunder shall not become effective until each of the following conditions has been satisfied (or waived):

(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent (which may include facsimile transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.

(b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the date of this Agreement) of (i) Simpson Thacher & Bartlett LLP, counsel for the Borrower, substantially in the form of Exhibit E-1, and (ii) Patrick L. Donnelly, Executive Vice President, General Counsel and Secretary of the Borrower, substantially in the form of Exhibit E-2, in each case covering such matters relating to the Loan Parties, the Loan Documents or the Transactions as the Administrative Agent shall reasonably request.

(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the formation, existence and good standing of the Loan Parties and the authorization of the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.

(d) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the date hereof, including, to the extent an invoice with respect thereto shall have been received by the Borrower, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document.

(e) Prior to each extension of credit hereunder, the Administrative Agent shall have received a certificate, dated the date of such extension of credit and signed by the chief financial officer of the Borrower, confirming that the conditions set forth in paragraphs (f) and (g) of this Article and, in the case of Purchase Money Loans made after the Effective Date hereof, Section 4.03(b), have been satisfied in connection with the Loans to be made on such date.

(f) At the time of and immediately after giving effect to each Loan hereunder, the representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct in all material respects (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).

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(g) At the time of and immediately after giving effect to each Loan hereunder, no Default shall have occurred or be continuing.

(h) The Administrative Agent shall have received a certificate, dated the date of this Agreement and signed by the chief financial officer of the Borrower, certifying as to the solvency of the Loan Parties on a consolidated basis after giving effect to the Transactions, in form and substance reasonably satisfactory to the Administrative Agent.

(i) The Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.

(j) The Lenders and the Borrower shall have executed the XM Credit Agreement and the Investment Agreement.

SECTION 4.02. Conditions to the Extension of the Term Loans. The obligations of the Lenders to make any Term Loans hereunder shall not become effective until each of the following conditions has been satisfied (or waived):

(a) The Term Loan Collateral and Guarantee Requirement shall have been satisfied and the Administrative Agent shall have received a completed and duly executed Perfection Certificate dated the date of this Agreement with respect to each Loan Party, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 or have been released, provided, however, that notwithstanding the foregoing, if the Borrower shall have used commercially reasonable efforts to procure and deliver, but shall nevertheless be unable to deliver, any Mortgage required to be delivered pursuant to the Collateral and Guarantee Requirement, delivery of such Mortgage shall not be a condition to the effectiveness of the obligations of the Lenders to make the Loans hereunder, but shall be required to be accomplished as provided in Section 5.12(c).

SECTION 4.03. Conditions to the Extension of the Purchase Money Loans. The obligations of the Lenders to make any Purchase Money Loans shall not become effective until each of the following conditions precedent has been satisfied (or waived):

(a) The Purchase Money Loan Collateral and Guarantee Requirement shall have been satisfied.

(b) With respect to Purchase Money Loans made after the Effective Date, no material adverse change in the business, assets, properties, liabilities (actual and contingent), operations or financial condition of the Borrower and the Restricted Subsidiaries, taken as a whole shall have occurred since the Effective Date.

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(c) In connection with the initial disbursement hereunder, the Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the date the initial disbursement of the Purchase Money Loans are made) of Simpson Thacher & Bartlett LLP, counsel for the Borrower, in form reasonably satisfactory to the Administrative Agent and covering such matters relating to the Purchase Money Loans then being made as the Administrative Agent shall reasonably request.

The Administrative Agent shall notify the Borrower and the Lenders of the effectiveness of the obligations of the subject Lenders hereunder, and such notice shall be conclusive and binding.

ARTICLE V

Conditions

SECTION 4.01 Closing Date. The obligations of the Lenders to make Loans on the Closing Date shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):

(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement and the other Loan Documents, in each case, signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.

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(b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Closing Date) of (i) Simpson Thacher & Bartlett LLP, counsel for the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, and (ii) other special counsel reasonably satisfactory to the Administrative Agent, in each case, covering such other matters relating to the Borrower, this Agreement or the Transactions as the Required Lenders shall reasonably request. The Borrower hereby requests such counsel to deliver such opinion.

(c) The Administrative Agent shall have received (i) sufficient copies of each Organizational Document executed and delivered by each Loan Party, as applicable, and, to the extent applicable, (A) certified as of the Closing Date by such Loan Party’s secretary or assistant secretary as being true and complete copies as in effect on the Closing Date without modification or amendment and (B) certified as of the Closing Date or a recent date prior thereto by the appropriate governmental official; (ii) signature and incumbency certificates of the officers of each Loan Party executing the Loan Documents to which such Loan Party is a party; (iii) resolutions of the board of directors or similar governing body of each Loan Party approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which such Loan Party is a party, certified as of the Closing Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; (iv) a certificate of the secretary or assistant secretary of each Loan Party as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party or, to the knowledge of such person, threatening the existence of such Loan Party; (v) a good standing certificate from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation, dated a recent date prior to the Closing Date; and (vi) a certificate of another officer of each Loan Party as to the incumbency and specimen signature of the secretary or assistant secretary executing any certificate with respect to such Loan Party pursuant to this clause (c).

(d) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02.

(e) The elements of the Collateral and Guarantee Requirement required to be satisfied on the Closing Date shall have been satisfied and the Administrative Agent shall have received a completed Perfection Certificate dated the Closing Date and signed by a Responsible Officer of each Loan Party, together with all attachments contemplated thereby, and the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 or have been released.

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(f) [Reserved]

(g) [Reserved]

(h) The Lenders shall have received a solvency certificate substantially in the form of Exhibit D and signed by the Chief Financial Officer of Holdings and the Borrower confirming the solvency of Holdings and the Borrower after giving effect to the Transactions.

(i) [Reserved].

(j) All material third party approvals necessary in connection with the Transactions and the continuing operations of the Borrower and its Subsidiaries shall have been obtained and shall be in full force and effect.

(k) The Administrative Agent shall have received all fees payable thereto or to any Lender on or prior to the Closing Date and, to the extent invoiced, all other amounts due and payable pursuant to the Loan Documents on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of Baker Botts L.L.P. and any local counsel) required to be reimbursed or paid by the Loan Parties hereunder or under any other Loan Document.

(l) [Reserved]

(m) [Reserved]

(n) On the Closing Date, the Borrower shall have delivered to the Administrative Agent complete, correct and executed copies of (x) an amendment to the Term Loan Agreement and (y) an amendment to the Revolving Credit Facility Agreement, in each case, in form and substance reasonably satisfactory to the Administrative Agent.

(o) On the Closing Date, the amendment to the Term Loan Agreement and the amendment to the Revolving Credit Facility Agreement shall have become effective in accordance with their respective terms and conditions.

(p) [Reserved].

(q) The Administrative Agent and the Lenders shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Act.

(r) [Reserved.]

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(s) On the Closing Date, the Administrative Agent shall have received reasonably satisfactory evidence that the Existing 10% Notes and the remaining 10% Convertible Senior Notes due 2009 will be repaid or refinanced, in each case, on terms and conditions reasonably satisfactory to the Administrative Agent, on or prior to the maturity thereof.

(t) On the Closing Date, the Borrower shall have issued the “Series B-1 Preferred Stock” and the “Series B-2 Preferred Stock” (in each case as defined in the Investment Agreement) pursuant to the Investment Agreement.

(u) On the Closing Date, the Administrative Agent shall have received the audited consolidated sheets of Holdings and its consolidated subsidiaries as at December 31, 2008, and the related consolidated financial statement shall be accompanied by an opinion of KPMG LLP without a “going concern” or like qualification or exception, provided that this clause (u) shall be deemed satisfied if the lenders under the SIRIUS Credit Facility waive the similar requirement under Section 5.01 of the SIRIUS Credit Facility.

SECTION 4.02 Each Credit Event. The obligation of each Lender to make Loans in connection with each borrowing is subject to the satisfaction of the following conditions:

(a) The representations and warranties set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such conversion or continuation, as applicable (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).

(b) At the time of and immediately after giving effect to such conversion or continuation, as applicable, no Default shall have occurred and be continuing.

(c) No “Event of Default” (as defined in the SIRIUS Credit Facility) shall exist and continue.

ARTICLE V.