Common use of Representations and Warranties of the Noteholders Clause in Contracts

Representations and Warranties of the Noteholders. Each Noteholder, for itself only, hereby represents and warrants, which representations and warranties shall survive the closing, that: (a) Such Noteholders have duly authorized, executed and delivered this Agreement and such of the Transaction Documents as require execution by such Noteholder, and each constitutes the valid and binding obligation of such Noteholders enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors' rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought. (b) Such Noteholders are acquiring the Securities for its own account, and not as nominee or agent. (c) The Securities are being and will be acquired for the purpose of investment and not with a view to distribution or resale thereof; subject, nevertheless, to the condition that, except as otherwise provided herein or in the Stockholder's Agreement and subject to compliance with applicable securities laws, the disposition of the property of such Noteholders shall at all times be within its control. Such Noteholders were not formed solely for the purpose of making an investment in the Company or its Subsidiaries. (d) Such Noteholders understand that it must bear the economic risk of its investment for an indefinite period of time because the Securities are not, and will not be, registered under the Securities Act or any applicable state securities laws, except as may be provided in this Agreement and the Stockholders Agreement, and may not be resold unless subsequently registered under the Securities Act and such other laws or unless an exemption from such registration is available. Such Noteholders acknowledge that, in issuing the Securities, the Company is relying on the representations and warranties of such Noteholders in this Section 4.1. (e) No Person has or will have, as a result of the transactions contemplated by this Agreement, any rights, interest or valid claim against or upon the Company or any of its Subsidiaries for any commission, fee or other compensation as a finder or broker because of any act or omission by such Noteholders or any agent of such Noteholder. (f) Such Noteholders hereby acknowledge that the Securities (unless no longer required in the opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company, it being agreed that ▇▇▇▇▇▇▇ Procter LLP shall be satisfactory) shall bear a legend substantially in the following form (in addition to any other legend required by the Transaction Documents): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT (1) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER THE ACT OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES AND (3) IN ACCORDANCE WITH APPLICABLE STATE SECURITIES AND BLUE SKY LAWS. The acquisition by such Noteholders of the Securities shall constitute a confirmation by it of the foregoing representations.

Representations and Warranties of the Noteholders. Each Noteholder, for itself onlyseverally and only with respect to itself, hereby represents and warrants, which representations and warranties shall survive warrants to the closing, thatCompany as follows: (a) Such Noteholders have duly authorizedNoteholder is acquiring the Preferred Stock to be purchased by it or him and, executed and delivered this Agreement and should such Noteholder acquire other capital stock of the Transaction Documents as require execution by Company issuable upon conversion of any Preferred Stock, it or he will acquire such Noteholderother capital stock, and each constitutes the valid and binding obligation of such Noteholders enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors' rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought. (b) Such Noteholders are acquiring the Securities for its or his own account, and not as nominee or agent. (c) The Securities are being and will be acquired for the purpose of investment and not with a view to the distribution or resale thereof; subject, neverthelessnor with any present intention of distributing the same. (b) Such Noteholder understands that the Preferred Stock has not been, to the condition that, except as otherwise provided herein or in the Stockholder's Agreement and subject to compliance with applicable securities laws, the disposition any other capital stock of the property Company issuable upon conversion of any Preferred Stock, will not be, registered under the Act, by reason of its issuance in a transaction exempt from the registration requirements of the Act, and that they must be held indefinitely unless a subsequent disposition thereof is registered under the Act or is exempt from registration. (c) Such Noteholder is an "accredited investor," as defined in Rule 501 (the provisions of which are known to such Noteholders shall at all times Noteholder) promulgated under the Act and has been advised by individuals with such knowledge and experience in financial and business matters as to be within capable of evaluating the merits and risks of its control. Such Noteholders were not formed solely for the purpose of making an investment in the Company or its Subsidiaries. (d) Such Noteholders understand that it must Company, has the ability to bear the economic risk risks of its investment for an indefinite period of time because time, has been furnished with and has had access to such information as reasonably requested and has had the Securities are notopportunity to ask, and will not behas received satisfactory answers for, registered under questions of the Securities Act or any applicable state securities laws, except as may be provided in Company. (d) Such Noteholder has all requisite power and authority to enter into this Agreement and the Stockholders Agreement, to perform its or his obligations hereunder, and may not be resold unless subsequently registered under to consummate the Securities Act and such other laws or unless an exemption from such registration is availabletransactions contemplated hereby. Such Noteholders acknowledge thatNoteholder has not been organized, reorganized or recapitalized specifically for the purpose of investing in issuing the Securities, the Company is relying on the representations and warranties of such Noteholders in this Section 4.1Company. (e) No Person Such Noteholder has taken all requisite corporate, partnership or will haveother action necessary to authorize its or his execution and delivery of this Agreement, as a result its or his performance of its or his obligations hereunder, and its or his consummation of the transactions contemplated hereby. This Agreement has been executed and delivered by this Agreement, any rights, interest an officer or duly authorized representative of each Noteholder in accordance with such authorization. This Agreement constitutes valid claim against or upon the Company or any of its Subsidiaries for any commission, fee or other compensation as a finder or broker because of any act or omission by such Noteholders or any agent and binding obligations of such Noteholder, enforceable in accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency, and similar laws affecting creditors' rights generally and to general principles of equity. (f) Such Noteholders No person or entity acting on behalf or under the authority of such Noteholder is or will be entitled to any broker's, finder's, or similar fee or commission in connection with the transactions contemplated hereby acknowledge that the Securities (unless no longer required in the opinion which would become an obligation of counsel, which opinion and counsel shall be reasonably satisfactory to the Company, it being agreed that ▇▇▇▇▇▇▇ Procter LLP shall be satisfactory) shall bear a legend substantially in the following form (in addition to any other legend required by the Transaction Documents): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT (1) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER THE ACT OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES AND (3) IN ACCORDANCE WITH APPLICABLE STATE SECURITIES AND BLUE SKY LAWS. The acquisition by such Noteholders of the Securities shall constitute a confirmation by it of the foregoing representations.

Representations and Warranties of the Noteholders. Each Noteholder, for itself only, Noteholder hereby represents and warrantswarrants to MSV LP and General Partner that, which representations as of the date of this Note Exchange and warranties shall survive the closing, thatConversion Agreement: (a) Such Noteholders have It has the requisite power and authority to enter into and perform its obligations under this Note Exchange and Conversion Agreement; this Note Exchange and Conversion Agreement has been duly authorized, executed and delivered by it; and this Note Exchange and Conversion Agreement and such of the Transaction Documents as require execution by such Noteholder, and each constitutes the its valid and legally binding obligation of such Noteholders obligation, enforceable against it in accordance with and subject to its terms, except as the enforceability thereof may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting generally the enforcement of creditors' rights and except to the extent that availability general principles of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.equity; (b) Such Noteholders are acquiring Its performance of this Note Exchange and Conversion Agreement will not require it to obtain the Securities for its own accountconsent, waiver or approval of any person, and will not as nominee violate, result in a breach of or agent.constitute a default under any statute, regulation, agreement, judgment, consent, decree or restriction by which it is bound; (c) The Securities are being It has obtained advice from its tax adviser as to, and will be acquired understands, the tax consequences of the Note Exchange and acknowledges that it has not received or relied on tax advice from MSV LP, General Partner, or any of their tax advisers in respect of the Note Exchange or the transactions contemplated by this Note Exchange and Conversion Agreement; (d) It is a sophisticated institutional investor and has sufficient knowledge and experience in investing in private equity transactions and early-stage companies in the communications and/or satellite services industry so that it is capable of properly evaluating the risks and merits of its investment in General Partner and MSV LP. Such Noteholder is able to bear the substantial risks associated with its investment in General Partner and MSV LP, including but not limited to loss of such Noteholder's entire investment; (e) It is acquiring the Units and GP Shares for the purpose of such Noteholder's own account for investment purposes only, and not with a view to any distribution or resale thereof; subject, nevertheless, to the condition that, except as otherwise provided herein or in the Stockholder's Agreement and subject to compliance with applicable securities laws, the disposition of the property Units or GP Shares in any manner that would violate the securities laws of the United States or any other jurisdiction; (f) It represents that by reason of its, or of its management's, business or financial experience, such Noteholders shall at all times be Noteholder has the capacity to protect its own interests in connection with the transactions contemplated in this Note Exchange and Conversion Agreement; (g) It represents that it is an "accredited investor" within the meaning of Rule 501(a) (1), (2), (3) or (7) under the Securities Act; (h) It has (i) had the opportunity to ask questions of and receive answers from General Partner, MSV LP and its control. Such Noteholders were not formed solely for management directly regarding General Partner and MSV LP's business, management and financial affairs and the purpose terms and conditions of making an the Note Exchange, (ii) had the opportunity to review General Partner and MSV LP's operations and facilities, and (iii) conducted and completed its own independent due diligence with respect to its investment in the Company or its Subsidiaries.General Partner and MSV LP; (di) Such Noteholders understand It acknowledges and agrees that it must bear neither the economic risk of its investment for an indefinite period of time because Units nor the GP Shares have been registered under the Securities Act and must be held indefinitely unless they are not, and will not be, subsequently registered under the Securities Act or any applicable state securities laws, except as may be provided in this Agreement and the Stockholders Agreement, and may not be resold unless subsequently registered under the Securities Act and such other laws or unless an exemption from such registration is available. Such Noteholders acknowledge thatNoteholder understands that there is no present intention of registering any Units or GP Shares. Such Noteholder has been advised or is aware of the provisions of Rule 144 under the Securities Act as in effect from time to time; (j) In the case of Motient, (i) It is the legal owner of the Motient Promissory Note and it has not otherwise sold, pledged, assigned, transferred, hypothecated or otherwise encumbered, in issuing the Securitieswhole or in part, the Company is relying on the representations and warranties of such Noteholders in this Section 4.1. (e) No Person has or will have, as a result of the transactions contemplated by this Agreement, any rights, interest or valid claim against or upon the Company or any of its Subsidiaries for any commissioninterest in the Motient Promissory Note, fee or other compensation as a finder or broker because of any act or omission by such Noteholders or any agent of such Noteholder.and (fii) Such Noteholders hereby acknowledge that The total amount of outstanding principal and accrued interest under the Securities Motient Promissory Note set forth on SCHEDULE I hereto is a complete and accurate disclosure of all MSV LP's obligations under the Motient Promissory Note as of October 31, 2004; and (unless no longer required k) In the case of each Convertible Noteholder, (i) It is the legal owner of its Convertible Note and it has not otherwise sold, pledged, assigned, transferred, hypothecated or otherwise encumbered, in the opinion whole or in part, any of counselits interest in its Convertible Note, which opinion and (ii) The total amount of outstanding principal and counsel shall be reasonably satisfactory to the Companyaccrued interest under its Convertible Note set forth on SCHEDULE I hereto is a complete and accurate disclosure of all MSV LP's obligations under its Convertible Note as of October 31, it being agreed that ▇▇▇▇▇▇▇ Procter LLP shall be satisfactory) shall bear a legend substantially in the following form (in addition to any other legend required by the Transaction Documents): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT (1) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER THE ACT OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES AND (3) IN ACCORDANCE WITH APPLICABLE STATE SECURITIES AND BLUE SKY LAWS. The acquisition by such Noteholders of the Securities shall constitute a confirmation by it of the foregoing representations2004.

Representations and Warranties of the Noteholders. Each Noteholder, for itself only, hereby Noteholder severally and not jointly represents and warrantswarrants to, which representations and warranties shall survive agrees with, the closingIssuer as of the Closing Date, and on any date of any assignment pursuant to Section 9.04, that: (a) Such Noteholders have duly authorizedIt is either (A) a Qualified Institutional Buyer, executed (B) an Institutional Accredited Investor or (C) a non-U.S. person (as such term is defined in Regulation S under the Securities Act (“Regulation S”)) and delivered this Agreement and such will not acquire the Notes for the account or benefit of the Transaction Documents as require execution by such Noteholderany U.S. Person, and each constitutes it is purchasing the valid and binding obligation of such Noteholders enforceable Notes outside the United States in an offshore transaction in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors' rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.Regulation S; (b) Such Noteholders are acquiring It has such knowledge and experience in financial and business matters and investments in general that make it capable of evaluating the Securities for its own accountmerits and risks of the Notes and the transactions contemplated by this Agreement (and has sought such accounting, legal, tax and not other advice as nominee or agent.it has considered necessary to make an informed investment decision); (c) The Securities are being It acknowledges that it has been afforded: (a) the opportunity to ask such questions as it has deemed necessary of, and will be acquired for to receive answers from, representatives of the purpose Issuer and its Subsidiaries concerning the merits and risks of investment and not with a view to distribution or resale thereof; subject, nevertheless, to the condition that, except as otherwise provided herein or investing in the Stockholder's Agreement Issuer and subject to compliance with applicable securities laws, the disposition of the property of such Noteholders shall at all times be within its control. Such Noteholders were not formed solely for the purpose of making an investment in the Company or its Subsidiaries. ; (db) Such Noteholders understand that it must bear access to information about the economic risk Issuer and its Subsidiaries, their results of its investment for an indefinite period of time because the Securities are notoperations, financial condition, and will cash flows, and their business generally, in each case sufficient to such Noteholder’s satisfaction to enable such Noteholder to evaluate whether or not be, registered under to proceed with the Securities Act or any applicable state securities laws, except as may be provided in execution and delivery of this Agreement and the Stockholders Agreement, consummation of the transactions contemplated hereby; and may not be resold unless subsequently registered under (c) the Securities Act opportunity to obtain such additional information that such Noteholder believes is necessary to make an informed investment decision with respect to the Notes and such other laws or unless an exemption from such registration is available. Such Noteholders acknowledge that, in issuing the Securities, the Company is relying on the representations and warranties of such Noteholders in this Section 4.1. (e) No Person has or will have, as a result consummation of the transactions contemplated by this Agreement, any rights, interest or valid claim against or upon ; (d) It acknowledges and agrees that neither the Company or Issuer nor any of its Subsidiaries is making any representations or warranties whatsoever, express or implied, except for those representations and warranties contained in Article III of this Agreement or in any commissioncertificate delivered in connection herewith, fee and it acknowledges and agrees that, except for such representations and warranties, it is purchasing the Notes on an “as is/where is” basis. In making the decision to enter into this Agreement and the documents contemplated hereby to which it is a party and to consummate the transactions contemplated hereby, other than reliance on the representations and warranties contained in Article III of this Agreement, such Noteholder acknowledges and agrees that it has relied solely on its own independent investigation, analysis, and evaluation of the Issuer and its Subsidiaries and hereby disclaims reliance on any other representations and warranties; (e) It is acquiring the Notes for its own account, for investment purposes only and not with a view to any distribution thereof or other compensation as with any present intention of offering or selling any of the Notes in a finder transaction that would not otherwise comply with the Securities Act or broker because the securities laws of any act or omission by such Noteholders or any agent state of such Noteholder.the United States; (f) Such Noteholders hereby acknowledge It (A) understands that the Notes have not been registered under the Securities (unless no longer required in Act or the opinion securities laws of counsel, which opinion any states and counsel shall be reasonably satisfactory to that the Company, it Notes are being agreed that ▇▇▇▇▇▇▇ Procter LLP shall be satisfactory) shall bear a legend substantially in the following form (in addition to any other legend required issued by the Transaction Documents): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT (1) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER THE ACT OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES AND (3) IN ACCORDANCE WITH APPLICABLE STATE SECURITIES AND BLUE SKY LAWS. The acquisition by such Noteholders Issuer in transactions exempt from the registration requirements of the Securities shall constitute a confirmation by it Act and (B) agrees that neither all nor any part of the foregoing representationsNotes may be offered or sold except pursuant to effective registration statements under the Securities Act or pursuant to applicable exemptions from registration under the Securities Act and in compliance with applicable state laws; and (g) It understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to such Noteholder) promulgated under the Securities Act depends on the satisfaction of various conditions, and that, if applicable, Rule 144A may afford the basis for sales only in limited amounts.

Representations and Warranties of the Noteholders. Each Noteholder, for itself only, hereby represents and warrants, which representations and warranties shall survive the closingClosing, that: (a) Such Noteholders have Noteholder has duly authorized, executed and delivered this Agreement and such of the Transaction Subordinated Notes Documents as require execution by such Noteholder, and each constitutes the valid and binding obligation of such Noteholders Noteholder enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors' rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought. (b) Such Noteholders are Noteholder is acquiring the Securities for its own account, and not as nominee or agent. (c) The Securities are being and will be acquired for the purpose of investment and not with a view to distribution or resale thereof; subject, nevertheless, to the condition that, except as otherwise provided herein or in the Stockholder's Agreement and subject to compliance with applicable securities laws, the disposition of the property of such Noteholders Noteholder shall at all times be within its control. Such Noteholders were Noteholder was not formed solely for the purpose of making an investment in the Company or its Subsidiaries. (d) Such Noteholders understand Noteholder acknowledges that it must bear has reviewed and discussed the economic risk business, affairs and current prospects of the Company and its investment for an indefinite period Subsidiaries with such officers of time because the Securities are not, Company and will not be, registered under its Subsidiaries and others as it has deemed appropriate or desirable in connection with the Securities Act or any applicable state securities laws, except as may be provided in transactions contemplated by this Agreement and the Stockholders Agreement, and may not be resold unless subsequently registered under the Securities Act and such other laws or unless an exemption from such registration is available. Such Noteholders acknowledge thatNoteholder further acknowledges that it has requested, in issuing the Securitiesreceived and reviewed such information, undertaken such investigation and made such further inquiries of officers of the Company is relying and its Subsidiaries and others as it has deemed appropriate or desirable in connection with such transactions, provided, however, no investigation made heretofore or hereafter by or on behalf of such Noteholder shall have any effect whatsoever on the representations and warranties of the Borrowers hereunder, each of which will survive any such Noteholders in this Section 4.1investigation. (e) No Person has or will have, as a result of the transactions contemplated by this Agreement, any rights, interest or valid claim against or upon the Company or any of its Subsidiaries for any commission, fee or other compensation as a finder or broker because of any act or omission by such Noteholders or any agent of such Noteholder. (f) Such Noteholders hereby acknowledge that the Securities (unless no longer required in the opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company, it being agreed that ▇▇▇▇▇▇▇ Procter LLP shall be satisfactory) shall bear a legend substantially in the following form (in addition to any other legend required by the Transaction Documents): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT (1) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER THE ACT OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES AND (3) IN ACCORDANCE WITH APPLICABLE STATE SECURITIES AND BLUE SKY LAWS. The acquisition by such Noteholders of the Securities shall constitute a confirmation by it of the foregoing representations.

Representations and Warranties of the Noteholders. Each Noteholder, for itself only, Noteholder hereby represents and warrantswarrants to MSV LP and General Partner that, which representations as of the date of this Note Exchange and warranties shall survive the closing, thatConversion Agreement: (a) Such Noteholders have It has the requisite power and authority to enter into and perform its obligations under this Note Exchange and Conversion Agreement; this Note Exchange and Conversion Agreement has been duly authorized, executed and delivered by it; and this Note Exchange and Conversion Agreement and such of the Transaction Documents as require execution by such Noteholder, and each constitutes the its valid and legally binding obligation of such Noteholders obligation, enforceable against it in accordance with and subject to its terms, except as the enforceability thereof may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting generally the enforcement of creditors' rights and except to the extent that availability general principles of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.equity; (b) Such Noteholders are acquiring Its performance of this Note Exchange and Conversion Agreement will not require it to obtain the Securities for its own accountconsent, waiver or approval of any person, and will not as nominee violate, result in a breach of or agent.constitute a default under any statute, regulation, agreement, judgment, consent, decree or restriction by which it is bound; (c) The Securities are being It has obtained advice from its tax adviser as to, and will be acquired understands, the tax consequences of the Note Exchange and acknowledges that it has not received or relied on tax advice from MSV LP, General Partner, or any of their tax advisers in respect of the Note Exchange or the transactions contemplated by this Note Exchange and Conversion Agreement; (d) It is a sophisticated institutional investor and has sufficient knowledge and experience in investing in private equity transactions and early-stage companies in the communications and/or satellite services industry so that it is capable of properly evaluating the risks and merits of its investment in General Partner and MSV LP. Such Noteholder is able to bear the substantial risks associated with its investment in General Partner and MSV LP, including but not limited to loss of such Noteholder's entire investment; (e) It is acquiring the Units and GP Shares for the purpose of such Noteholder's own account for investment purposes only, and not with a view to any distribution or resale thereof; subject, nevertheless, to the condition that, except as otherwise provided herein or in the Stockholder's Agreement and subject to compliance with applicable securities laws, the disposition of the property Units or GP Shares in any manner that would violate the securities laws of the United States or any other jurisdiction; (f) It represents that by reason of its, or of its management's, business or financial experience, such Noteholders shall at all times be Noteholder has the capacity to protect its own interests in connection with the transactions contemplated in this Note Exchange and Conversion Agreement; (g) It represents that it is an "accredited investor" within the meaning of Rule 501(a) (1), (2), (3) or (7) under the Securities Act; (h) It has (i) had the opportunity to ask questions of and receive answers from General Partner, MSV LP and its control. Such Noteholders were not formed solely for management directly regarding General Partner and MSV LP's business, management and financial affairs and the purpose terms and conditions of making an the Note Exchange, (ii) had the opportunity to review General Partner and MSV LP's operations and facilities, and (iii) conducted and completed its own independent due diligence with respect to its investment in the Company or its Subsidiaries.General Partner and MSV LP; (di) Such Noteholders understand It acknowledges and agrees that it must bear neither the economic risk of its investment for an indefinite period of time because Units nor the GP Shares have been registered under the Securities Act and must be held indefinitely unless they are not, and will not be, subsequently registered under the Securities Act or any applicable state securities laws, except as may be provided in this Agreement and the Stockholders Agreement, and may not be resold unless subsequently registered under the Securities Act and such other laws or unless an exemption from such registration is available. Such Noteholders acknowledge thatNoteholder understands that there is no present intention of registering any Units or GP Shares. Such Noteholder has been advised or is aware of the provisions of Rule 144 under the Securities Act as in effect from time to time; (j) In the case of Motient, (i) It is the legal owner of the Motient Promissory Note and it has not otherwise sold, pledged, assigned, transferred, hypothecated or otherwise encumbered, in issuing the Securitieswhole or in part, the Company is relying on the representations and warranties of such Noteholders in this Section 4.1. (e) No Person has or will have, as a result of the transactions contemplated by this Agreement, any rights, interest or valid claim against or upon the Company or any of its Subsidiaries for any commissioninterest in the Motient Promissory Note, fee or other compensation as a finder or broker because of any act or omission by such Noteholders or any agent of such Noteholder.and (fii) Such Noteholders hereby acknowledge that The total amount of outstanding principal and accrued interest under the Securities Motient Promissory Note set forth on Schedule I hereto is a complete and accurate disclosure of all MSV LP's obligations under the Motient Promissory Note as of October 31, 2004; and (unless no longer required k) In the case of each Convertible Noteholder, (i) It is the legal owner of its Convertible Note and it has not otherwise sold, pledged, assigned, transferred, hypothecated or otherwise encumbered, in the opinion whole or in part, any of counselits interest in its Convertible Note, which opinion and (ii) The total amount of outstanding principal and counsel shall be reasonably satisfactory to the Companyaccrued interest under its Convertible Note set forth on Schedule I hereto is a complete and accurate disclosure of all MSV LP's obligations under its Convertible Note as of October 31, it being agreed that ▇▇▇▇▇▇▇ Procter LLP shall be satisfactory) shall bear a legend substantially in the following form (in addition to any other legend required by the Transaction Documents): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT (1) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER THE ACT OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES AND (3) IN ACCORDANCE WITH APPLICABLE STATE SECURITIES AND BLUE SKY LAWS. The acquisition by such Noteholders of the Securities shall constitute a confirmation by it of the foregoing representations2004.

Representations and Warranties of the Noteholders. Each Noteholder, for itself only, hereby Noteholder severally represents and warrants, which representations and warranties shall survive warrants to the closing, thatCompany Parties as follows: (a) Such Noteholders have The Noteholder has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder. (b) This Agreement has been duly authorized, executed and delivered this by the Noteholder. This Agreement and such of is the Transaction Documents as require execution by such Noteholderlegal, and each constitutes the valid and binding obligation of such Noteholders the Noteholder, enforceable against the Noteholder in accordance with its terms, except as the enforceability thereof enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting limiting creditors’ rights generally the enforcement of creditors' rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought. (b) Such Noteholders are acquiring the Securities for its own account, in full force and not as nominee or agenteffect. (c) The Securities are being Noteholder beneficially owns the aggregate principal amount of the Existing Notes set forth under such Noteholder’s name on the signature pages hereto, which represent all the Existing Notes held by the Noteholder as of the date of this Agreement, and will be acquired for beneficially own any After-Acquired Notes, in each case, free and clear of any pledge, security interest, claim, lien or other encumbrance of any kind. There are no contracts or other agreements between or among the purpose of investment Noteholder and not with a view any other person that would conflict with, restrict or prohibit the Noteholder’s ability to distribution or resale thereof; subject, nevertheless, to the condition that, except as otherwise provided herein or in the Stockholder's Agreement and subject to compliance with applicable securities laws, the disposition of the property of such Noteholders shall at all times be within fulfill its control. Such Noteholders were not formed solely for the purpose of making an investment in the Company or its Subsidiariesobligations under this Agreement. (d) Such Noteholders understand The Noteholder is (1) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or (2) an institutional “accredited investor” (within the meaning of Rule 501 (a)(1), (2), (3) or (7) of Regulation D under the Securities Act). (e) The Noteholder acknowledges that it must bear has had the opportunity to speak with a representative of the Company Parties and to obtain and review information reasonably requested by the Noteholder from the Company Parties. (f) The Noteholder understands that (1) the exchange of its Existing Notes for New Notes is a speculative investment involving a high degree of risk, (2) no representation is being made as to the business, financial position, results of operations or prospects of the Company or the future value of the New Notes, (3) the economic risk benefits that may be derived from the New Notes are uncertain and (4) the total amount of its the Noteholder’s investment for an indefinite period of time because could be lost. (g) The Noteholder understands that the Securities are not, and will New Notes have not be, been registered under the Securities Act or any applicable state securities laws, except as may be provided laws and that the New Notes are being offered and sold to it in this Agreement and reliance on specific exemptions from the Stockholders Agreement, and may not be resold unless subsequently registered under registration requirements of the Securities Act and such other state securities laws or unless an exemption from such registration is available. Such Noteholders acknowledge thatand regulations and that the Company Parties are relying upon the truth and accuracy of, in issuing and the SecuritiesNoteholder’s compliance with, the Company is relying on representations, warranties, agreements, acknowledgments and understandings of the representations and warranties Noteholder set forth herein in order to determine the availability of such Noteholders in this Section 4.1. (e) No Person has or will have, as a result exemptions and the eligibility of the transactions contemplated by this Agreement, any rights, interest or valid claim against or upon Noteholder to acquire the Company or any of its Subsidiaries for any commission, fee or other compensation as a finder or broker because of any act or omission by such Noteholders or any agent of such Noteholder. (f) Such Noteholders hereby acknowledge that the Securities (unless no longer required in the opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company, it being agreed that ▇▇▇▇▇▇▇ Procter LLP shall be satisfactory) shall bear a legend substantially in the following form (in addition to any other legend required by the Transaction Documents): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT (1) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER THE ACT OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES AND (3) IN ACCORDANCE WITH APPLICABLE STATE SECURITIES AND BLUE SKY LAWSNew Notes. The acquisition by such Noteholders of Noteholder understands that there is no established market for the Securities shall constitute a confirmation by it of New Notes and that no public market for the foregoing representations.New Notes may

Representations and Warranties of the Noteholders. Each Noteholder, for itself only, hereby represents The Noteholders severally but not jointly represent and warrants, which representations and warranties shall survive warrant to the closing, Company that: (a) Such Noteholders have duly authorizedThe execution, executed delivery and delivered performance by each Noteholder of this Agreement Agreement, and such the consummation of the Transaction Documents as require execution transactions contemplated hereby are within the powers of each Noteholder and have been or will have been duly authorized by such all necessary action on the part of each Noteholder, and each this Agreement constitutes the a valid and binding obligation agreement of such Noteholders each Noteholder, enforceable in accordance with its terms, except (i) as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, and other laws of general application affecting enforcement or other creditors’ rights generally or (ii) as limited by laws relating to or affecting generally the enforcement of creditors' rights and except to the extent that availability of the remedy of specific performance performance, injunctive relief, or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be broughtother equitable remedies. (b) Such The execution, delivery and performance by the Noteholders are acquiring the Securities for its own account, and not as nominee or agent. (c) The Securities are being and will be acquired for the purpose of investment and not with a view to distribution or resale thereof; subject, nevertheless, to the condition that, except as otherwise provided herein or in the Stockholder's Agreement and subject to compliance with applicable securities laws, the disposition of the property of such Noteholders shall at all times be within its control. Such Noteholders were not formed solely for the purpose of making an investment in the Company or its Subsidiaries. (d) Such Noteholders understand that it must bear the economic risk of its investment for an indefinite period of time because the Securities are not, and will not be, registered under the Securities Act or any applicable state securities laws, except as may be provided in this Agreement and the Stockholders Agreement, and may not be resold unless subsequently registered under the Securities Act and such other laws or unless an exemption from such registration is available. Such Noteholders acknowledge that, in issuing the Securities, the Company is relying on the representations and warranties of such Noteholders in this Section 4.1. (e) No Person has or will have, as a result consummation of the transactions contemplated by this Agreement, any rights, interest or valid claim against or upon do not and will not violate the Company or any of its Subsidiaries for any commission, fee or other compensation as a finder or broker because constituent documents of any act or omission by such Noteholders or any agent of such Noteholder. (fc) Such Each Noteholder is the beneficial owner of the Notes set forth next to the Noteholder’s name on Schedule A hereto, such Notes represent all of the aggregate principal amount of Notes beneficially owned by the Noteholder, and upon the consummation of the transactions contemplated hereby, the Company will receive the Notes free and clear of all encumbrances, liens, equities or claims created by the Noteholder, if any (collectively, “Liens”). (d) There is no investment banker, broker, finder or other intermediary which has been retained by, will be retained by or is authorized to act on behalf of the Noteholders hereby who might be entitled to any fee or commission from the Noteholders upon consummation of the transactions contemplated by this Agreement. (e) The Noteholders acknowledge that the Securities (unless Company has made no longer required in representations, warranties or covenants regarding the opinion purchase of counselthe Notes, which opinion and counsel shall be reasonably satisfactory to the operation or financial condition of the Company, it being agreed that ▇▇▇▇▇▇▇ Procter LLP shall be satisfactory) shall bear a legend substantially in or the following form (in addition to any other legend required by the Transaction Documents): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT (1) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER THE ACT OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES AND (3) IN ACCORDANCE WITH APPLICABLE STATE SECURITIES AND BLUE SKY LAWS. The acquisition by such Noteholders fair market value of the Securities shall constitute a confirmation by it of the foregoing representationsNotes that are not reflected in this Agreement.

Representations and Warranties of the Noteholders. Each Noteholder, for itself only, Noteholder hereby represents and warrants, which representations severally and warranties shall survive not jointly, to the closing, thatCompany as follows: (a) Such Noteholders have This Agreement has been duly and validly authorized, executed and delivered this Agreement by such Noteholder and such constitutes the legal, valid and binding agreement of the Transaction Documents as require execution by such Noteholder, and each constitutes the valid and binding obligation of such Noteholders enforceable against it in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws relating to or affecting generally the enforcement of creditors' ’ rights generally or general principles of equity; such Noteholder has full power and except authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be broughttransactions contemplated hereby. (b) Such Noteholders are acquiring Noteholder has good and valid title to the Securities for its own accountOriginal Note set forth opposite such Noteholder’s name on EXHIBIT A hereto and owns and holds the entire right, title and interest in and to the Original Note, free and clear of any liens, claims or encumbrances (other than those arising as a result of this Agreement) and such Original Note is not as nominee subject to any contract, agreement, arrangement, commitment or agentunderstanding restricting or otherwise relating to the disposition of such Original Note. (c) The Securities Such Noteholder understands that such Noteholder’s Amended Note and Note Shares are being offered and will be acquired for sold to it in reliance on specific exemptions from the purpose registration requirements of investment United States federal and not with a view to distribution or resale thereof; subjectstate securities laws and that the Company is relying in part upon the truth and accuracy of, nevertheless, to the condition that, except as otherwise provided herein or in the Stockholder's Agreement and subject to such Noteholder’s compliance with applicable securities lawswith, the disposition of the property representations, warranties, agreements, acknowledgments and understandings of such Noteholders shall at all times be within its control. Such Noteholders were not formed solely for Noteholder set forth herein in order to determine the purpose availability of making an investment such exemptions and the eligibility of such Noteholder to complete the offer and sale of such Noteholder’s Amended Note and Note Shares in the Company or its Subsidiariesaccordance with this Agreement. (d) Such Noteholders understand Noteholder understands that it must the certificates representing the Restricted Note Shares will bear the economic legend set forth in Section 6 hereof and understands that the Restricted Note Shares may not be resold or otherwise transferred except in a transaction registered under the Securities Act or unless an exemption from such registration is available. (e) Such Noteholder has been furnished with all materials relating to the business, finances and operations of the Company and materials relating to offer and sale of such Noteholder’s Amended Note and Note Shares in accordance with this Agreement which have been requested by such Noteholder. Such Noteholder has been afforded the opportunity to ask questions of the Company. Neither such inquiries nor any other due diligence investigations conducted by such Noteholder or its representatives shall modify, amend or affect such Noteholder’s right to rely on the Company’s representations and warranties contained herein. Such Noteholder acknowledges that all of the documents filed by the Company with the SEC under Sections 13(a), 14(a) or 15(d) of the Exchange Act that have been posted on the SEC’s ▇▇▇▇▇ site are available to such Noteholder. (f) Such Noteholder is an “accredited investor” as that term is defined in Rule 501 of Regulation D under the Securities Act. (g) Such Noteholder understands that its investment in such Noteholder’s Amended Note and Note Shares involves a high degree of risk. Such Noteholder is able to bear the risk of an investment in such Noteholder’s Amended Note and Note Shares including, without limitation, the risk of total loss of its investment. Such Noteholder has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to the issuance and sale of such Noteholder’s Amended Note and Note Shares in accordance with this Agreement. Such Noteholder is not relying on any advice or representation of the Company in connection with entering into this Agreement or the transactions contemplated hereunder or thereunder (other than the representations made by the Company in this Agreement) and has not received from the Company any assurance or guarantee as to the merits (whether legal, regulatory, tax, financial or otherwise) of entering into this Agreement or the performance of such Noteholder’s obligations hereunder. (h) Such Noteholder is acquiring the Restricted Note Shares for an indefinite period of time because the Securities are notits own account, not as nominee or agent, and will not bewith a view towards distribution thereof, registered under and such Noteholder has no present intention of selling, granting any participation in or otherwise distributing the same in violation of the Securities Act or any applicable state securities laws, except as may be provided in this Agreement and the Stockholders Agreement, and may not be resold unless subsequently registered under the Securities Act and such other laws or unless an exemption from such registration is available. Such Noteholders acknowledge thatNoteholder is acquiring the Restricted Note Shares in the ordinary course of its business. Such Noteholder does not presently have any agreement or understanding, in issuing directly or indirectly, with any Person to distribute any of the Securities, the Company is relying on the representations and warranties of such Noteholders in this Section 4.1Restricted Note Shares. (ei) No Person has or will have, Such Noteholder is not acquiring the Note Shares as a result of any advertisement, article, notice or other communication regarding the transactions contemplated by this AgreementNote Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any rights, interest or valid claim against or upon the Company seminar or any of its Subsidiaries for any commission, fee or other compensation as a finder or broker because of any act or omission by such Noteholders or any agent of such Noteholdergeneral advertisement. (f) Such Noteholders hereby acknowledge that the Securities (unless no longer required in the opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company, it being agreed that ▇▇▇▇▇▇▇ Procter LLP shall be satisfactory) shall bear a legend substantially in the following form (in addition to any other legend required by the Transaction Documents): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT (1) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER THE ACT OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES AND (3) IN ACCORDANCE WITH APPLICABLE STATE SECURITIES AND BLUE SKY LAWS. The acquisition by such Noteholders of the Securities shall constitute a confirmation by it of the foregoing representations.