Sirius XM Radio (SIRI)

Discharge of Indenture

SECTION 7.01. Discharge of Liability on Notes.

(a) When (1) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07) for cancellation or (2) all outstanding Notes have become due and payable, whether at maturity or and the Company or a Subsidiary Guarantor irrevocably deposits with the Trustee cash or shares of Common Stock sufficient to pay at maturity or any repurchase date or upon exchange or otherwise all outstanding Notes, including interest thereon to maturity or such repurchase date (other than Notes replaced pursuant to Section 2.07), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 7.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Company.

(b) Notwithstanding clause (a) above, the Company’s obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 6.07 and 6.08 and in this Article 7 shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations in Sections 6.07, 7.04 and 7.05 shall survive.

SECTION 7.02. Application of Trust Money. The Trustee shall hold in trust money and/or shares of Common Stock deposited with it pursuant to this Article 7. It shall apply the deposited money and/or shares of Common Stock through the Paying Agent and in accordance with this Indenture to the payment of principal of and interest on the Notes.

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SECTION 7.03. Repayment to Company. Each of the Trustee and the Paying Agent shall promptly turn over to the Company upon request any excess money and/or shares of Common Stock or securities held by them at any time.

Subject to any applicable abandoned property law, the Trustee and the Paying Agent shall pay to the Company upon request any money held by them for the payment of principal or interest that remains unclaimed for two years, and, thereafter, Noteholders entitled to the money must look to the Company for payment as general creditors.

SECTION 7.04. Reinstatement. If the Trustee or Paying Agent is unable to apply any money and/or shares of Common Stock in accordance with this Article 7 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s obligations under this Indenture, and the Notes so discharged shall be revived and reinstated as though no deposit had occurred pursuant to this Article 7 until such time as the Trustee or Paying Agent is permitted to apply all such money and/or shares of Common Stock in accordance with this Article 7; provided, however, that, if the Company has made any payment of interest on or principal of any Notes because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money and/or shares of Common Stock held by the Trustee or Paying Agent.

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