Amendment of 16.5% Notes. Harbinger represents and warrants that it is the sole holder (as such term is defined in the 16.5% Notes Indenture) of all of MSV's outstanding 16.5% Notes, including any additional 16.5% Notes issued after January 7, 2008 as paid-in-kind interest, free and clear of any lien, pledge or encumbrance of any kind. Harbinger hereby agrees to consent to amend the 16.5% Notes Indenture in order to (i) subordinate in right of payment on customary terms for high yield notes such portion of the 16.5% Notes and the subsidiary guarantees thereof to the 14% Notes and the related guarantees, as applicable, as is necessary to permit the 16% Notes and related guarantees to be issued from time to time pursuant to and in accordance with the closing schedule set forth in the Securities Purchase Agreement (after MSV first utilizes all other debt incurrence capacity available under the 14% Notes Indenture (other than clause (b)(1) of Section 4.09 thereof provided that the Net Cash Proceeds specified therein were not from the sale of Capital Stock to, or direct or indirect cash contributions from, Harbinger or its Affiliates) which would allow the 16% Notes to be issued without being subordinated in right of payment), and (ii) extend the maturity date of the 16.5% Notes to July 2, 2013 in a form to be mutually agreed upon by the Company and Harbinger ((i) and (ii), collectively, the "Proposed Amendments"). In the event that the 16% Notes are issued on one or more dates, the amount of 16.5% Notes that may become subordinated to the 14% Notes and amended as provided herein will be measured and adjusted on each issuance date of the 16% Notes. Harbinger agrees and consents to (1) the issuers entering into a supplemental indenture to amend the 16.5% Notes Indenture in order to effectuate the Proposed Amendments and to take such further action to effectuate the foregoing if, as and when required; and (2) to require each Person to which Harbinger transfers any of the 16.5% Notes prior to the earlier of (a) the Fourth Closing Date (as defined in the Securities Purchase Agreement) and (b) the termination of Harbinger’s obligation to purchase the 16% Notes pursuant to the Securities Purchase Agreement and to agree in writing to be bound by the obligations of Harbinger set forth in this Section 16.19 and to take such further action to effectuate the foregoing if, as and when required.
