XM Radio 2009 Annual Report Download - page 80

(f) The Company agrees that it shall perform, execute, acknowledge and deliver or cause to be
performed, executed, acknowledged and delivered all such further and other acts, instruments and
assurances as may reasonably be required by the Rights Agent for the carrying out or performing by the
Rights Agent of the provisions of this Agreement.
(g) The Rights Agent is hereby authorized and directed to accept instructions with respect to the
performance of its duties and the exercise of the rights hereunder from any person reasonably believed by
the Rights Agent to be one of the Authorized Officers, and to apply to such Authorized Officers for
advice or instructions in connection with its duties, and such instructions shall be full authorization and
protection to the Rights Agent and the Rights Agent shall not be liable for or in respect of any action
taken, suffered or omitted by it in accordance with instructions of any such Authorized Officer or for any
delay in acting while waiting for those instructions. The Rights Agent shall be fully authorized and
protected in relying upon the most recent instructions received from any such Authorized Officer. Any
application by the Rights Agent for written instructions from the Company may, at the option of the
Rights Agent, set forth in writing any action proposed to be taken, suffered or omitted by the Rights
Agent under this Agreement and the date on and/or after which such action shall be taken or suffered or
such omission shall be effective. The Rights Agent shall not be liable for any action taken by, or omission
of, the Rights Agent in accordance with a proposal included in any such application on or after the date
specified in such application (which date shall not be less than five Business Days after but not including
the date any Authorized Officer of the Company actually receives such application, unless any such
Authorized Officer shall have consented in writing to an earlier date) unless, prior to taking any such
action (or the effective date in the case of an omission), the Rights Agent shall have received written
instructions in response to such application specifying the action to be taken, suffered or omitted.
(h) The Rights Agent and any stockholder, affiliate, director, officer or employee of the Rights Agent
may buy, sell or deal in any of the Rights or other securities of the Company or become pecuniarily
interested in any transaction in which the Company may be interested, or contract with or lend money to
the Company or otherwise act as fully and freely as though the Rights Agent were not Rights Agent under
this Agreement. Nothing herein shall preclude the Rights Agent or any such stockholder, affiliate, director,
officer or employee from acting in any other capacity for the Company or for any other Person.
(i) The Rights Agent may execute and exercise any of the rights or powers hereby vested in it or
perform any duty hereunder either itself (through its directors, officers or employees) or by or through its
attorneys or agents, and the Rights Agent shall not be answerable or accountable for any act, omission,
default, neglect or misconduct of any such attorneys or agents or for any loss to the Company or any other
Person resulting from any such act, default, neglect or misconduct, absent gross negligence, willful misconduct
or bad faith in the selection and continued employment thereof (which gross negligence, willful misconduct or
bad faith must be determined by a final, non-appealable judgment of a court of competent jurisdiction).
(j) If, with respect to any Rights Certificate surrendered to the Rights Agent for exercise or transfer,
the certificate contained in the form of assignment or the form of election to purchase set forth on the
reverse thereof, as the case may be, has not been completed to certify the holder is not an Acquiring Person
(or an Affiliate or Associate thereof) or a transferee thereof, the Rights Agent shall not take any further
action with respect to such requested exercise or transfer without first consulting with the Company.
(k) No provision of this Agreement shall require the Rights Agent to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise
of its rights if it believes that repayment of such funds or adequate indemnification against such risk or
liability is not reasonably assured to it.
(l) The Rights Agent will not be required to take notice or be deemed to have notice of any fact, event
or determination (including, without limitation, any dates or events defined in this Agreement or the
designation of any Person as an Acquiring Person, Affiliate or Associate) under this Agreement unless and
until the Rights Agent is specifically notified in writing by the Company of such fact, event or determination.
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