Common use of Insolvency, Etc Clause in Contracts

Insolvency, Etc. If an Event of Bankruptcy occurs, then and in any such event: (a) all Senior Debt (including any interest thereon and any other obligation with respect to such Senior Debt accruing after the commencement of such proceedings and any additional interest that would have accrued thereon but for the commencement of such proceedings, whether or not such interest is a claim or is collectible) shall first be Paid In Full before any payment or distribution of any character, whether in cash, securities or other property, shall be made by Loral Space in respect of this Guaranty; (b) any payment or distribution of any character, whether in cash, securities, or other property, which would otherwise (but for the terms hereof) be payable or deliverable by Loral Space in respect of this Guaranty, shall be paid or delivered directly to the holders of Senior Debt at the time outstanding (or the Trustee), ratably according to the respective aggregate amounts remaining unpaid thereon, until all Senior Debt (including any interest thereon and any other obligation with respect to such Senior Debt accruing after the commencement of such proceedings and any additional interest that would have accrued thereon but for the commencement of such proceedings, whether or not such interest is a claim or is collectible) shall have been Paid In Full, and the Holder at the time outstanding irrevocably authorizes, empowers and directs all receivers, trustees, liquidators, conservators and others having authority in the premises to effect all such payments and deliveries; and (c) the Holder will at the request of the Trustee file any claim, proof of claim or other instrument of similar character necessary to enforce the obligations of Loral Space in respect of this Guaranty. In the event that the Holder shall fail to take such action requested by the Trustee, the Trustee may, as attorney-in-fact for the Holder, take such action on behalf of the Holder and the Holder hereby appoints the Trustee as its attorney-in-fact to demand, xxx for, collect and receive any and all such moneys, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character and to take such other action (excluding acceptance or rejection of any plan of reorganization or arrangement) in such Trustee's own name or in the name of the Holder as such Trustee may deem necessary or advisable for the enforcement of the terms hereof and the Holder will execute and deliver to each Trustee such other and further powers of attorney or other instruments as such Trustee may request in order to accomplish the foregoing. Notwithstanding the foregoing, the Holder, not the Trustee, shall be entitled to accept or reject any plan of reorganization or arrangement.

Insolvency, Etc. If an Event of Bankruptcy occurs, then and in any such eventIn the event of: (a) all Senior Debt any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relating to any Company, its creditors or its Properties and Facilities; (including b) any interest thereon and any other obligation with respect to such Senior Debt accruing after the commencement of such proceedings and any additional interest that would have accrued thereon but proceeding for the commencement liquidation, dissolution or other winding-up of such proceedingsthe Company, voluntary or involuntary, whether or not such interest is a claim involving insolvency or is collectiblebankruptcy proceedings; (c) any assignment by the Company for the benefit of creditors; or (d) any other marshalling of the assets of the Company first, all Senior Financing shall first be Paid In Full paid in full in cash before any payment or distribution of any characterdistribution, whether in cash, securities (other than securities of the Company or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinated, at least to the extent provided in this Article 13 with respect to Subordinated Debt, to the payment of all Senior Financing and the Senior Term C Loans at the time outstanding and to any securities issued in respect thereof under any such plan or reorganization or readjustment (such securities being referred to as “Other Subordinated Securities”)) or other property, property shall be made by Loral Space to any holder of any Subordinated Debt or any Senior Term Notes on account of any Subordinated Debt or the Senior Term Notes; and second, all Senior Term B Notes shall be paid in respect of this Guaranty; (b) full in cash before any payment or distribution of any characterdistribution, whether in cash, securitiessecurities (other than Other Subordinated Securities) or other property shall be made to any holder of any Senior Term C Notes, and third, all Senior Term C Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than Other Subordinated Securities) or other property shall be made to any holder of any Subordinated Notes, and fourth, all Senior Subordinated Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than securities of the Company’s or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinated, at least to the extent provided in this Article 13 with respect to Junior Subordinated Notes, to the payment of all Senior Subordinated Notes at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment (such securities being referred to as “Other Subordinated Junior Notes”)) or other property shall be made to any holder of any Junior Subordinated Notes on account of any Junior Subordinated Notes. Any payment or distribution, whether made in cash, securities (other than Other Subordinated Securities or Other Subordinated Junior Notes) or other property, which and whether made directly or indirectly that would otherwise (but for the terms hereofthis Section 13.5) be payable or deliverable by Loral Space in respect of this Guaranty, Subordinated Debt shall first be paid or delivered directly to the holders of Senior Debt at Financing in accordance with the time outstanding (or the Trustee), ratably according to the respective aggregate amounts remaining unpaid thereon, priorities then existing among such holders until all Senior Debt (including any interest thereon and any other obligation with respect to such Senior Debt accruing after the commencement of such proceedings and any additional interest that would have accrued thereon but for the commencement of such proceedings, whether or not such interest is a claim or is collectible) Financing shall have been Paid In Full, paid in full in cash and second be paid or delivered directly to the Holder at holders of Senior Term C Loan B in accordance with the time outstanding irrevocably authorizes, empowers priorities then existing among such holders until all Senior Term B Notes shall have been paid in full in cash and directs third be paid or delivered directly to the holders of Senior Term C Loan C in accordance with the priorities then existing among such holders until all receivers, trustees, liquidators, conservators Senior Term C Notes shall have been paid in full in cash and others having authority fourth be paid or delivered directly to the holders of Senior Subordinated Notes in accordance with the premises to effect priorities then existing among such holders until all such payments and deliveries; and (c) the Holder will at the request of the Trustee file any claim, proof of claim or other instrument of similar character necessary to enforce the obligations of Loral Space Senior Subordinated Notes shall have been paid in respect of this Guaranty. In the event that the Holder shall fail to take such action requested by the Trustee, the Trustee may, as attorney-in-fact for the Holder, take such action on behalf of the Holder and the Holder hereby appoints the Trustee as its attorney-in-fact to demand, xxx for, collect and receive any and all such moneys, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character and to take such other action (excluding acceptance or rejection of any plan of reorganization or arrangement) full in such Trustee's own name or in the name of the Holder as such Trustee may deem necessary or advisable for the enforcement of the terms hereof and the Holder will execute and deliver to each Trustee such other and further powers of attorney or other instruments as such Trustee may request in order to accomplish the foregoing. Notwithstanding the foregoing, the Holder, not the Trustee, shall be entitled to accept or reject any plan of reorganization or arrangementcash.

Insolvency, Etc. If an Event In the event of Bankruptcy occurs(a) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relating to the Company, its Subsidiaries or its property, (b) any proceeding for the liquidation, dissolution or other winding-up of the Company, voluntary or involuntary, and whether or not involving insolvency or bankruptcy proceedings, (c) any assignment for the benefit of creditors, or (d) any distribution, division, marshalling or application of any of the properties or assets of the Company or the proceeds thereof to creditors, voluntary or involuntary, and whether or not involving legal proceedings, then and in any such event: (ai) all Senior Debt shall first be paid in full (including any all principal, premium, if any, and interest, including interest thereon and any other obligation with respect to such Senior Debt accruing after the commencement of any such proceedings and any additional interest that would have accrued thereon but for the commencement of such proceedings, whether or not such interest is a claim or is collectibleproceeding) shall first be Paid In Full before any payment or distribution of any character, whether in cash, securities or other property, property shall be made by Loral Space in respect of this Guarantyany Notes; (bii) all principal or premium, if any, and interest on the Notes shall forthwith become due and payable, and any payment or distribution of any character, whether in cash, securities, securities or other property, which would otherwise (but for the terms hereof) be payable or deliverable by Loral Space in respect of this Guarantyany Notes, shall be paid or delivered directly to the holders of the Senior Debt at the time outstanding (or the Trustee)Debt, ratably according for application to the respective aggregate amounts remaining unpaid thereonpayment of the Senior Debt, until all Senior Debt (including any interest thereon and any other obligation with respect to such Senior Debt accruing after the commencement of such proceedings and any additional interest that would have accrued thereon but for the commencement of such proceedings, whether or not such interest is a claim or is collectible) shall have been Paid In Fullpaid in full, and the Holder holders of the Notes at the time outstanding irrevocably authorizesauthorize, empowers empower and directs direct all receivers, trustees, liquidators, conservators conservators, fiscal agents and others other having authority in the premises to effect all such payments and deliveries; (iii) each holder of the Notes at the time outstanding irrevocably authorizes and empowers each holder of the Senior Debt and such holder's representatives (without imposing any obligation on any holder of the Senior Debt or such holder's representative) to demand, sux xor, collect and receive such holder's ratable share of all such payments and distributions and to receipt therefor, and to file and prove all claims therefor and take all such other action (including the right to vote the Notes) in the name of such holder or otherwise, as such holder of the Senior Debt or such holder's representative may determine to be necessary or appropriate for the enforcement of this 6.2; and (civ) the Holder will at the request holders of the Trustee file any claim, proof of claim or other instrument of similar character necessary to enforce the obligations of Loral Space in respect of this Guaranty. In the event that the Holder Notes shall fail to take such action requested by the Trustee, the Trustee may, as attorney-in-fact for the Holder, take such action on behalf of the Holder and the Holder hereby appoints the Trustee as its attorney-in-fact to demand, xxx for, collect and receive any and all such moneys, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character and to take such other action (excluding acceptance or rejection of any plan of reorganization or arrangement) in such Trustee's own name or in the name of the Holder as such Trustee may deem necessary or advisable for the enforcement of the terms hereof and the Holder will execute and deliver to each Trustee holder of the Senior Debt or such holder's representative all such further instruments confirming the above authorization, and all such powers of attorney, proofs of claim, assignments of claim and other instruments, and shall take all such other and further powers action as may be reasonably 62 requested by such holder of attorney the Senior Debt or such holder's representative to enforce all claims upon or in respect of the Notes. For all purposes of this instrument, Senior Debt shall not be deemed to have been paid in full unless the holders thereof shall have received cash, securities or other instruments as such Trustee may request property equal to the amount of principal, premium, if any, and interest in order respect of all Senior Debt at the time outstanding, and in case there are two or more holders of the Senior Debt any payment or distribution required to accomplish be paid or delivered to the foregoing. Notwithstanding holders of the foregoing, the Holder, not the Trustee, Senior Debt shall be entitled paid or delivered to accept or reject any plan of reorganization or arrangementsuch holders ratably according to the respective aggregate amounts remaining unpaid on the Senior Debt held by such holders.

Insolvency, Etc. If an Event In the event of Bankruptcy occurs(x) any insolvency proceeding, bankruptcy, receivership, liquidation, reorganization, arrangement, assignment for the benefit of creditors, or other similar proceeding relative to the Company or its creditors, as such, or its property, or (y) any proceeding for the voluntary or involuntary liquidation, dissolution or other winding up of the Company, whether or not involving insolvency or bankruptcy proceedings, then and in any such event: (ai) all Senior Debt (including any interest thereon and any other obligation with respect to such Senior Debt on the principal amount thereof accruing after the commencement of such proceedings and any additional interest that would have accrued thereon but for the commencement of such proceedings, whether or not such interest is a claim or is collectible) shall first be Paid In Full paid in full before any payment or distribution of any character, whether in cash, securities or other property, shall be made by Loral Space in respect of this GuarantyNote or any other Senior Subordinated Notes; (bii) any payment or distribution of any character, whether in cash, securities, securities or other property, which would otherwise (but for the terms hereofof this Section 4.3) be payable or deliverable by Loral Space in respect of this GuarantyNote or any other Senior Subordinated Notes (including any payment or distribution in respect of this Note and other Senior Subordinated Notes by reason of any other indebtedness of the Company being subordinated to the Senior Subordinated Notes and any payment in respect of interest on the principal amount thereof accruing after the commencement of any such proceedings), shall be paid or delivered directly to the holders of the Senior Debt at the time outstanding (Debt, or the Trustee), ratably according to the respective aggregate amounts remaining unpaid thereontheir representatives, until all the aggregate amount of the Senior Debt (including any interest thereon and any other obligation with respect to such Senior Debt on the principal amount thereof accruing after the commencement of such proceedings and any additional interest that would have accrued thereon but for the commencement of such proceedings, whether or not such interest is a claim or is collectible) shall have been Paid In Full, paid in full (and the Holder at the time outstanding holder of this Note hereby irrevocably authorizes, empowers and directs all receivers, trustees, liquidators, conservators and others having authority in the premises to effect all such payments and deliveries); and (ciii) the Holder will at the request of the Trustee file any claim, proof of claim or other instrument of similar character necessary to enforce the obligations of Loral Space in respect holder of this Guaranty. In the event that the Holder shall fail to take such action requested by the Trustee, the Trustee may, as attorney-in-fact for the Holder, take such action on behalf of the Holder and the Holder hereby appoints the Trustee as its attorney-in-fact to demand, xxx for, collect and receive any and all such moneys, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character and to take such other action (excluding acceptance or rejection of any plan of reorganization or arrangement) in such Trustee's own name or in the name of the Holder as such Trustee may deem necessary or advisable for the enforcement of the terms hereof and the Holder Note will execute and deliver to each Trustee the holders of the Senior Debt, or their representatives, all such other and further instruments confirming the authorization referred to in the foregoing clause (ii), any powers of attorney specifically confirming the rights of the holders of the Senior Debt arising hereunder, and all such proofs of claim, assignments of claim and other instruments, and shall take all such other and further actions as may be requested by any holder of the Senior Debt or other instruments as such Trustee may request in order to accomplish the foregoing. Notwithstanding the foregoing, the Holder, not the Trustee, shall be entitled to accept or reject any plan of reorganization or arrangementits representatives.

Insolvency, Etc. If an Event of Bankruptcy occurs, then and in any such event: (a) all Senior Debt Subject to Section 1.3 of this Intercreditor Agreement, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceedings (including collectively, "Bankruptcy Proceedings") relative to the Borrower or to the Collateral, or in the event of any interest thereon and any proceedings for voluntary liquidation, dissolution or other obligation with respect to such Senior Debt accruing after winding up of the commencement of such proceedings and any additional interest that would have accrued thereon but for the commencement of such proceedingsBorrower, whether or not involving insolvency or bankruptcy, Fairview shall be entitled in any such interest is a claim proceedings to receive payment from the sale or is collectible) shall first be Paid In Full other distribution of the Collateral on account of the Fairview Debt before the Subordinate Lenders are entitled in any such proceedings to receive any payment on account of the Subordinate Debt from the sale or other distribution of the Collateral, and to that end in any such proceedings any payment or distribution of any characterkind or character of the Collateral, whether in cash, securities cash or in other property, to which the Subordinate Lenders would be entitled but for the provisions hereof, shall be made by Loral Space delivered to Fairview to the extent necessary to make payment in respect full in cash of this Guaranty;all Fairview Debt remaining unpaid. (b) any payment or distribution of any character, whether in cash, securities, or other property, which would otherwise (but for the terms hereof) be payable or deliverable by Loral Space in respect of this Guaranty, shall be paid or delivered directly to the holders of Senior Debt at the time outstanding (or the Trustee), ratably according to the respective aggregate amounts remaining unpaid thereon, until all Senior Debt (including any interest thereon and any other obligation with respect to such Senior Debt accruing after the commencement of such proceedings and any additional interest that would have accrued thereon but for the commencement of such proceedings, whether or not such interest is a claim or is collectible) shall have been Paid In Full, and the Holder at the time outstanding irrevocably authorizes, empowers and directs all receivers, trustees, liquidators, conservators and others having authority in the premises to effect all such payments and deliveries; and (c) the Holder will The Subordinate Lenders at the request of Fairview shall in any proceedings described in Section 00, in the Trustee name of Fairview, file claims, proofs of claims and other instruments of similar character necessary to enforce the obligations of the Borrower in respect of the Subordinate Debt. In the event that any Subordinate Lender shall fail to take such action within five business days upon request by Fairview, Fairview may, on behalf of such Subordinate Lender, demand, xxx for, collect and receive any and all such monies or other assets and give acquittance therefor, file any claim, proof of claim or other instrument of similar character necessary to enforce the obligations of Loral Space in respect of this Guaranty. In the event that the Holder shall fail to take such action requested by the Trusteecharacter, the Trustee may, as attorney-in-fact for the Holder, take such action on behalf of the Holder and the Holder hereby appoints the Trustee as its attorney-in-fact to demand, xxx for, collect and receive any and all such moneys, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character and to take such other action (excluding acceptance or rejection of any plan of reorganization or arrangement) in such Trustee's its own name or in the name of the Holder such Subordinate Lender) as such Trustee Fairview may reasonably deem necessary or advisable for the enforcement of the terms hereof and obligations of the Holder will execute and deliver Borrower in respect of the Subordinate Debt; provided that, Fairview shall have no right to each Trustee such other and further powers take any action in the name of attorney or other instruments as such Trustee may request in order any Subordinate Lender related to accomplish the foregoing. Notwithstanding the foregoing, the Holder, not the Trustee, shall be entitled to accept or reject any plan of reorganization or arrangementOther Collateral.

Insolvency, Etc. If an Event of Bankruptcy occurs, then and in any such eventIn the event of: (a) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relating to the Company, its creditors or its Property; (b) any proceeding for the liquidation, dissolution or other winding-up of the Company, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings; (c) any assignment by the Company for the benefit of creditors; or (d) any other marshalling of the assets of the Company; all Senior Debt (including any interest thereon and any other obligation with respect to such Senior Debt accruing after the commencement of such proceedings and any additional interest that would have accrued thereon but for the commencement of such proceedings, whether or not such interest is allowed as a claim or is collectiblein such proceedings) shall first be Paid In Full paid in full in cash before any payment or distribution of any characterdistribution, whether in cash, securities Securities or other propertyProperty, shall be made by Loral Space in respect to any holder of this Guaranty; (b) any Subordinated Debt on account of any Subordinated Debt. Any payment or distribution of any characterdistribution, whether in cash, securities, Securities or other propertyProperty (other than Securities of the Company or any other corporation provided for by a plan or reorganization or readjustment the payment of which is subordinated, at least to the extent provided in this Section 10 with respect to Subordinated Debt, to the payment of all Senior Debt at the time outstanding and to any Securities issued in respect thereof under any such plan or reorganization or readjustment), which would otherwise (but for the terms hereofthis Section 10) be payable or deliverable by Loral Space in respect of this Guaranty, Subordinated Debt shall be paid or delivered directly to the holders of Senior Debt at in accordance with the time outstanding (or the Trustee), ratably according to the respective aggregate amounts remaining unpaid thereon, priorities then existing among such holders until all Senior Debt (including any interest thereon and any other obligation with respect to such Senior Debt accruing after the commencement commencing of such proceedings and any additional interest that would have accrued thereon but for the commencement of such proceedings, whether or not such interest is allowed as a claim or is collectiblein such proceedings) shall have been Paid In Full, paid in full in cash. Each holder of any Subordinated Debt agrees duly and the Holder at the time outstanding irrevocably authorizes, empowers and directs all receivers, trustees, liquidators, conservators and others having authority in the premises to effect all such payments and deliveries; and (c) the Holder will at the request of the Trustee file any claim, proof of claim or other instrument of similar character necessary to enforce the obligations of Loral Space in respect of this Guaranty. In the event that the Holder shall fail promptly to take such action as may be reasonably requested at any time or from time to time by the Trusteeholders of Senior Debt, the Trustee mayto file appropriate proofs of claim in respect of such Subordinated Debt, and to execute and deliver such similar documents as attorney-in-fact for the Holder, take such action on behalf may be necessary or advisable to enable holders of the Holder Senior Debt to enforce any and the Holder hereby appoints the Trustee as its attorney-in-fact all claims upon or in respect of Subordinated Debt and to demand, xxx for, collect and receive any and all such moneys, dividends payments or other assets and give acquittance therefor and distributions to file any claim, proof of claim or other instrument of similar character and to take such other action (excluding acceptance or rejection of any plan of reorganization or arrangement) in such Trustee's own name or in the name of the Holder as such Trustee may deem necessary or advisable for the enforcement of the terms hereof and the Holder will execute and deliver to each Trustee such other and further powers of attorney or other instruments as such Trustee may request in order to accomplish the foregoing. Notwithstanding the foregoing, the Holder, not the Trustee, shall be entitled to accept or reject any plan of reorganization or arrangementextent required above.

Insolvency, Etc. If an Event In the event of Bankruptcy occurs(x) any insolvency proceeding, bankruptcy, receivership, liquidation, reorganization, arrangement, assignment for the benefit of creditors, or other similar proceeding relative to the Company or its creditors, as such, or its property, or (y) any proceeding for the voluntary or involuntary liquidation, dissolution or other winding up of the Company, whether or not involving insolvency or bankruptcy proceedings, then and in any such event: (ai) all Senior Debt (including any interest thereon and any other obligation with respect to such Senior Debt on the principal amount thereof accruing after the commencement of such proceedings and any additional interest that would have accrued thereon but for the commencement of such proceedings, whether or not such interest is a claim or is collectible) shall first be Paid In Full paid in full before any payment or distribution of any character, whether in cash, securities or other property, shall be made by Loral Space in respect of this GuarantyNote or any other Subordinated Notes; (bii) any payment or distribution of any character, whether in cash, securities, securities or other property, which would otherwise (but for the terms hereofof this Section 4.3) be payable or deliverable by Loral Space in respect of this GuarantyNote or any other Subordinated Notes (including any payment or distribution in respect of this Note and other Subordinated Notes by reason of any other indebtedness of the Company being subordinated to the Subordinated Notes and any payment in respect of interest on the principal amount thereof accruing after the commencement of any such proceedings), shall be paid or delivered directly to the holders of the Senior Debt at the time outstanding (Debt, or the Trustee), ratably according to the respective aggregate amounts remaining unpaid thereontheir representatives, until all the aggregate amount of the Senior Debt (including any interest thereon and any other obligation with respect to such Senior Debt on the principal amount thereof accruing after the commencement of such proceedings and any additional interest that would have accrued thereon but for the commencement of such proceedings, whether or not such interest is a claim or is collectible) shall have been Paid In Full, paid in full (and the Holder at the time outstanding holder of this Note hereby irrevocably authorizes, empowers and directs all receivers, trustees, liquidators, conservators and others having authority in the premises to effect all such payments and deliveries); and (ciii) the Holder will at the request of the Trustee file any claim, proof of claim or other instrument of similar character necessary to enforce the obligations of Loral Space in respect holder of this Guaranty. In the event that the Holder shall fail to take such action requested by the Trustee, the Trustee may, as attorney-in-fact for the Holder, take such action on behalf of the Holder and the Holder hereby appoints the Trustee as its attorney-in-fact to demand, xxx for, collect and receive any and all such moneys, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character and to take such other action (excluding acceptance or rejection of any plan of reorganization or arrangement) in such Trustee's own name or in the name of the Holder as such Trustee may deem necessary or advisable for the enforcement of the terms hereof and the Holder Note will execute and deliver to each Trustee the holders of the Senior Debt, or their representatives, all such other and further instruments confirming the authorization referred to in the foregoing clause (ii), any powers of attorney specifically confirming the rights of the holders of the Senior Debt arising hereunder, and all such proofs of claim, assignments of claim and other instruments, and shall take all such other and further actions as may be requested by any holder of the Senior Debt or other instruments as such Trustee may request in order to accomplish the foregoing. Notwithstanding the foregoing, the Holder, not the Trustee, shall be entitled to accept or reject any plan of reorganization or arrangementits representatives.

Insolvency, Etc. If an Event of Bankruptcy occurs, then and in any such event: (a) In the event of any Bankruptcy Event, all Senior Debt Loan Obligations (including any claim for interest thereon and any other obligation with respect to such Senior Debt accruing at the contract rate after the commencement of any such proceedings Bankruptcy Event and any claim for additional interest that would have accrued thereon but for the commencement occurrence of such proceedingsthe Bankruptcy Event, whether or not not, in either case, such interest is a claim or is collectibleshall be enforceable in such proceedings) shall first be Paid In Full paid in full in cash or Cash Equivalents before any direct or indirect payment or distribution of any characterdistribution, whether in cashcash or Cash Equivalents, securities or other property, shall be is made by Loral Space in respect of this Guaranty; (b) the Permitted Subordinated Debt, and any payment or distribution of any character, whether in cash, securities, securities or other property, property which would otherwise (but for the terms hereofthese subordination provisions) be payable or deliverable by Loral Space in respect of this Guaranty, the Permitted Subordinated Debt directly or indirectly by the Borrower from any source whatsoever shall be paid or delivered directly to the holders of Senior Debt at the time outstanding (or the Trustee), ratably according to the respective aggregate amounts remaining unpaid thereon, Loan Obligations until all Senior Debt Loan Obligations (including any claims for interest thereon and any other obligation with respect to such Senior Debt accruing after the commencement of such proceedings and any additional interest that would have accrued thereon but for the commencement of such proceedings, whether or not such interest is a claim or is collectibleas aforesaid) shall have been Paid In Full, and the Holder at the time outstanding irrevocably authorizes, empowers and directs all receivers, trustees, liquidators, conservators and others having authority paid in the premises to effect all such payments and deliveries; andfull in cash or Cash Equivalents. (cb) The holder of Permitted Subordinated Debt shall not (i) accelerate the Holder will at the request maturity of the Trustee file principal of and accrued interest on the Permitted Subordinated Debt unless all Loan Obligations have become due and payable, whether automatically or by acceleration, before its stated maturity and Exhibits – Cleco Corporation Credit Agreement such acceleration has not been rescinded; (ii) commence any claim, proof judicial action or proceeding to collect payment of claim principal of or interest on the Permitted Subordinated Debt; (iii) commence or join with any other instrument creditor or creditors of similar character necessary to enforce the obligations of Loral Space Borrower in respect of this Guaranty. In commencing any Bankruptcy Event against the event that the Holder shall fail to Borrower; or (iv) take such action requested by the Trustee, the Trustee may, as attorney-in-fact any collateral security for the Holder, take such action on behalf Permitted Subordinated Debt without the consent of the Holder and the Holder hereby appoints the Trustee as its attorney-in-fact to demand, xxx for, collect and receive any and all such moneys, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character and to take such other action (excluding acceptance or rejection of any plan of reorganization or arrangement) in such Trustee's own name or in the name of the Holder as such Trustee may deem necessary or advisable for the enforcement of the terms hereof and the Holder will execute and deliver to each Trustee such other and further powers of attorney or other instruments as such Trustee may request in order to accomplish the foregoing. Notwithstanding the foregoing, the Holder, not the Trustee, shall be entitled to accept or reject any plan of reorganization or arrangementAdministrative Agent.

Insolvency, Etc. If an Event of Bankruptcy occurs, then and in any such event: (a) all Senior Debt (including In the event of any interest thereon and insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceedings, relative to Borrower or to its property, or in the event of any proceedings for voluntary liquidation, dissolution or other obligation with respect to such Senior Debt accruing after the commencement winding up of such proceedings and any additional interest that would have accrued thereon but for the commencement of such proceedingsBorrower, whether or not involving insolvency or bankruptcy, so long as any Senior Obligations are outstanding, the holders of Senior Obligations shall be entitled in any such interest proceedings to receive payment in full in cash of all Senior Obligations before Lender is a claim or is collectible) shall first be Paid In Full before entitled in such proceedings to receive any payment on account of the Subordinate Liabilities, and to that end in any such Proceedings, so long as any Senior Obligations remain outstanding, any payment or distribution of any kind or character, whether in cash, securities cash or in other property, shall to which Lender would be made by Loral Space in respect of this Guaranty; (b) any payment or distribution of any character, whether in cash, securities, or other property, which would otherwise (entitled but for the terms hereofprovisions hereof (except securities which are subordinate and junior in right of payment to all Senior Obligations then outstanding) be payable or deliverable by Loral Space in respect of this Guaranty, shall be paid or delivered directly to the holders of Senior Debt Obligations to the extent necessary to make payment in full in cash of all Senior Obligations remaining unpaid, after giving effect to any concurrent payment or distribution to or for the holders of Senior Obligations in respect thereof. (b) So long as any Senior Obligations remain outstanding and at any time after the time outstanding notice period required in the immediately following sentence, the holders of Senior Obligations (or the Trusteetheir representatives) are authorized and empowered, in any proceedings described in Section 6.02(a), ratably according to the respective aggregate amounts remaining unpaid thereon, until all Senior Debt (including any interest thereon and any other obligation with respect to such Senior Debt accruing after the commencement of such proceedings and any additional interest that would have accrued thereon but for the commencement of such proceedings, whether in their own names or not such interest is a claim or is collectible) shall have been Paid In Full, and the Holder at the time outstanding irrevocably authorizes, empowers and directs all receivers, trustees, liquidators, conservators and others having authority in the premises name of Lender, to effect all such payments and deliveries; and (ci) the Holder will at the request of the Trustee file any claimclaims, proof proofs of claim or and other instrument instruments of similar character reasonably necessary to enforce the obligations of Loral Space Borrower in respect of this Guarantythe Subordinate Liabilities, and (ii) receive and apply to the Senior Obligations every payment or distribution referred to in Section 6.02 (a) to which Lender is entitled in respect thereof and give acquittance therefor. In the event that the Holder Lender shall fail to take such action requested by the Trusteeholders of Senior Obligations within five (5) Business Days after such request, the Trustee holders of Senior Obligations may, as attorney-in-fact for the HolderLender, take such action on behalf of the Holder Lender in such proceedings, and the Holder Lender hereby appoints the Trustee holders of Senior Obligations, or any agent or representative designated by them for the purpose, as its attorney-in-fact for Lender, to (i) demand, xxx forsue xxx, collect and receive any and all such moneys, dividends monies or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character character, and (ii) to take such other action (excluding acceptance or rejection of any plan of reorganization or arrangement) incidental thereto in such Trustee's its own name or in the name of Lender as the Holder as such Trustee holders of Senior Obligations may reasonably deem necessary or advisable for the enforcement of the terms hereof necessary; and the Holder Lender will execute and deliver to each Trustee such other and further powers of attorney or other instruments as such Trustee the holders of Senior Obligations, or any agent or representative designated by them for the purpose, may request in order to accomplish the foregoing. Notwithstanding the foregoing, neither this Section 6.02 nor any other provision of this Agreement or the Holder, not the Trustee, other Loan Documents or Borrower's charter documents shall be entitled construed to accept give any holder of Senior Obligations any right to vote any Note, any shares of common stock of Borrower represented by the Warrant or reject issued pursuant to the exercise of the Warrant or any claim thereunder or with respect thereto, or any portion of any such Notes, shares or claim, whether in connection with any resolution, arrangements, plan of reorganization reorganization, compromise, settlement, election of trustees or arrangementotherwise.

Insolvency, Etc. If an Event of Bankruptcy occurs, then and in any such event: (a) all Senior Debt (including In the event of any interest thereon and insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceedings, relative to the Company or to its property, or in the event of any proceedings for voluntary liquidation, dissolution or other obligation with respect to such Senior Debt accruing after winding up of the commencement of such proceedings and any additional interest that would have accrued thereon but for the commencement of such proceedingsCompany, whether or not involving insolvency or bankruptcy, so long as any Senior Obligations are outstanding, the holders of Senior Obligations shall be entitled in any such interest is a claim or is collectible) shall first be Paid In Full proceedings to receive payment in full of all Senior Obligations before the holders of Subordinate Liabilities are entitled in such proceedings to receive any payment on account of the Subordinate Liabilities, and to that end in any such proceedings, so long as any Senior Obligations remain outstanding, any payment or distribution of any kind or character, whether in cash, securities cash or in other property, shall to which the holders of Subordinate Liabilities would be made by Loral Space in respect of this Guaranty; (b) any payment or distribution of any character, whether in cash, securities, or other property, which would otherwise (entitled but for the terms hereofprovisions hereof (except securities which are subordinate and junior in right of payment to all Senior Obligations then outstanding) be payable or deliverable by Loral Space in respect of this Guaranty, shall be paid or delivered directly to the holders of Senior Debt at the time outstanding (or the Trustee), ratably according Obligations to the respective aggregate amounts remaining unpaid thereon, until extent necessary to make payment in full of all Senior Debt Obligations remaining unpaid, after giving effect to any concurrent payment or distribution to or for the holders of Senior Obligations in respect thereof. (including b) Upon any interest thereon and any other obligation with respect holder of Subordinate Liabilities failing to such Senior Debt accruing after the commencement take within five (5) business days of such proceedings and request any additional interest that would have accrued thereon but for the commencement of such proceedings, whether or not such interest is a claim or is collectible) shall have been Paid In Full, and the Holder at the time outstanding irrevocably authorizes, empowers and directs all receivers, trustees, liquidators, conservators and others having authority in the premises to effect all such payments and deliveries; and (c) the Holder will at the request of the Trustee file any claim, proof of claim or other instrument of similar character necessary to enforce the obligations of Loral Space in respect of this Guaranty. In the event that the Holder shall fail to take such action following actions requested by the Trusteeholders of the Senior Obligations, so long as any Senior Obligations remain outstanding, the Trustee mayholders of Senior Obligations (or their representatives), as attorney-in-fact for such holder of Subordinate Liabilities, are (A) authorized and empowered, in any proceedings described in Section 2.2(a), in their own names or in the Holder, take such action on behalf names of the Holder holders of Subordinate Liabilities, to (i) file claims, proofs of claim and other instruments of similar character reasonably necessary to enforce the Holder obligations of the Company in respect of the Subordinate Liabilities, and (ii) receive and apply to the Senior Obligations every payment or distribution referred to in Section 2.2(a) to which such holders of Subordinate Liabilities are entitled in respect thereof and give acquittance therefor and (B) each holder of Subordinate Liabilities hereby appoints the Trustee holders of Senior Obligations, or any agent or representative designated by them for the purpose, as its attorney-in-fact for such holder of Subordinate Liabilities, to (i) demand, xxx for, collect and receive any and all such moneys, dividends monies or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character character, and (ii) to take such other action (excluding acceptance or rejection of any plan of reorganization or arrangement) incidental thereto in such Trustee's its own name or in the name of the Holder holders of Subordinate Liabilities as such Trustee the holders of Senior Obligations may reasonably deem necessary or advisable for the enforcement of the terms hereof necessary; and the Holder holders of Subordinate Liabilities will execute and deliver to each Trustee such other and further powers of attorney or other instruments as such Trustee the holders of Senior Obligations, or any agent or representative designated by them for the purpose, may request in order to accomplish the foregoing. Notwithstanding the foregoing, neither this Section 2.2 nor any other provision of this Agreement, the HolderNotes, not the Trustee, Purchase Agreement or the Company’s charter documents shall be entitled construed to accept give any holder of Senior Obligations any right to vote any Notes or reject any Warrant Shares or any portion of such Notes, Warrant Shares or claim, whether in connection with any resolution, arrangements, plan of reorganization reorganization, compromise, settlement, election of trustees or arrangementotherwise.

Insolvency, Etc. If an Event In the event of Bankruptcy occurs(a) any insolvency, bankruptcy, ---------------- receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relating to the Borrower or its property, (b) any proceeding for the liquidation, dissolution or other winding-up of the Borrower, voluntary or involuntary, and whether or not involving insolvency or bankruptcy proceedings, (c) any assignment for the benefit of creditors, or (d) any distribution, division, marshalling or application of any of the properties or assets of the Borrower or the proceeds thereof to creditors, voluntary or involuntary, and whether or not involving legal proceedings, then and in any such event: (ai) all Senior Debt shall first be paid in full (including any all principal, premium, if any, and interest, including interest thereon and any other obligation with respect to such Senior Debt accruing after the commencement of any such proceedings and any additional interest that would have accrued thereon but for the commencement of such proceedings, whether or not such interest is a claim or is collectibleproceeding) shall first be Paid In Full before any payment or distribution of any character, whether in cash, securities or other property, property shall be made by Loral Space in respect of this Guarantyany Obligations; (bii) all principal and interest on the Obligations shall forthwith become due and payable, and any payment or distribution of any character, whether in cash, securities, securities or other property, which would otherwise (but for the terms hereof) be payable or deliverable by Loral Space in respect of this Guarantyany Obligations, shall be paid or delivered directly to the holders of the Senior Debt at the time outstanding (or the Trustee)Debt, ratably according for application to the respective aggregate amounts remaining unpaid thereonpayment of the Senior Debt, until all Senior Debt (including any interest thereon and any other obligation with respect to such Senior Debt accruing after the commencement of such proceedings and any additional interest that would have accrued thereon but for the commencement of such proceedings, whether or not such interest is a claim or is collectible) shall have been Paid In Fullpaid in full, and the Holder Noteholders at the time outstanding irrevocably authorizesauthorize, empowers empower and directs direct all receivers, trustees, liquidators, conservators conservators, fiscal agents and others having authority in the premises to effect all such payments and deliveries; and; (ciii) the Holder will each Noteholder at the request time outstanding irrevocably authorizes and empowers each holder of the Trustee file Senior Debt and such holder's representatives (without imposing any claim, proof of claim or other instrument of similar character necessary to enforce the obligations of Loral Space in respect of this Guaranty. In the event that the Holder shall fail to take such action requested by the Trustee, the Trustee may, as attorney-in-fact for the Holder, take such action obligation on behalf any holder of the Holder and the Holder hereby appoints the Trustee as its attorney-in-fact Senior Debt or such holder's representative) to demand, xxx for, collect and receive any and such holder's ratable share of all such moneyspayments and distributions and to receipt therefor, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character and to prove all claims therefor and take all such other action (excluding acceptance or rejection of any plan of reorganization or arrangement) in such Trustee's own name or in the name of the Holder such holder or otherwise, as such Trustee holder of the Senior Debt or such holder's representative may deem determine to be necessary or advisable appropriate for the enforcement of this Section 3.03; and (iv) the terms hereof and the Holder will Noteholders shall execute and deliver to each Trustee holder of the Senior Debt or such holder's representative all such further instruments confirming the above authorization, and all such powers of attorney, proofs of claim, assignments of claim and other instruments, and shall take all such other action as may be reasonably requested by such holder of the Senior Debt or such holder's representative to enforce all claims upon or in respect of the Obligations. For all purposes of this instrument, Senior Debt shall not be deemed to have been paid in full unless the holders thereof shall have received cash equal to the amount of principal, premium, if any, and further powers interest in respect of attorney all Senior Debt at the time outstanding, and in case there are two or other instruments as such Trustee may request in order more holders of the Senior Debt any payment or distribution required to accomplish be paid or delivered to the foregoing. Notwithstanding holders of the foregoing, the Holder, not the Trustee, Senior Debt shall be entitled paid or delivered to accept or reject any plan of reorganization or arrangementsuch holders ratably according to the respective aggregate amounts remaining unpaid on the Senior Debt held by such holders.

Insolvency, Etc. If an Event of Bankruptcy occurs, then and in any such event: (a) all Senior Debt (including In the event of any interest thereon and insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceedings, relative to the Company or to its property, or in the event of any proceedings for voluntary liquidation, dissolution or other obligation with respect to such Senior Debt accruing after winding up of the commencement of such proceedings and any additional interest that would have accrued thereon but for the commencement of such proceedingsCompany, whether or not involving insolvency or bankruptcy, so long as any Senior Obligations are outstanding, the holders of Senior Obligations shall be entitled in any such interest is a claim or is collectible) shall first be Paid In Full proceedings to receive payment in full of all Senior Obligations before the holders of Subordinate Liabilities are entitled in such proceedings to receive any payment on account of the Subordinate Liabilities, and to that end in any such proceedings, so long as any Senior Obligations remain outstanding, any payment or distribution of any kind or character, whether in cash, securities cash or in other property, shall to which the holders of Subordinate Liabilities would be made by Loral Space in respect of this Guaranty; (b) any payment or distribution of any character, whether in cash, securities, or other property, which would otherwise (entitled but for the terms hereofprovisions hereof (except securities which are subordinate and junior in right of payment to all Senior Obligations then outstanding) be payable or deliverable by Loral Space in respect of this Guaranty, shall be paid or delivered directly to the holders of Senior Debt at the time outstanding (or the Trustee), ratably according Obligations to the respective aggregate amounts remaining unpaid thereon, until extent necessary to make payment in full of all Senior Debt Obligations remaining unpaid, after giving effect to any concurrent payment or distribution to or for the holders of Senior Obligations in respect thereof. (including b) Upon any interest thereon and any other obligation with respect holder of Subordinate Liabilities failing to such Senior Debt accruing after the commencement take within five (5) business days of such proceedings and request any additional interest that would have accrued thereon but for the commencement of such proceedings, whether or not such interest is a claim or is collectible) shall have been Paid In Full, and the Holder at the time outstanding irrevocably authorizes, empowers and directs all receivers, trustees, liquidators, conservators and others having authority in the premises to effect all such payments and deliveries; and (c) the Holder will at the request of the Trustee file any claim, proof of claim or other instrument of similar character necessary to enforce the obligations of Loral Space in respect of this Guaranty. In the event that the Holder shall fail to take such action following actions requested by the Trusteeholders of the Senior Obligations, so long as any Senior Obligations remain outstanding, the Trustee mayholders of Senior Obligations (or their representatives), as attorney-in-fact for such holder of Subordinate Liabilities, are (A) authorized and empowered, in any proceedings described in Section 2.2(a), in their own names or in the Holder, take such action on behalf names of the Holder holders of Subordinate Liabilities, to (i) file claims, proofs of claim and other instruments of similar character reasonably necessary to enforce the Holder obligations of the Company in respect of the Subordinate Liabilities, and (ii) receive and apply to the Senior Obligations every payment or distribution referred to in Section 2.2(a) to which such holders of Subordinate Liabilities are entitled in respect thereof and give acquittance therefor and (B) each holder of Subordinate Liabilities hereby appoints the Trustee holders of Senior Obligations, or any agent or representative designated by them for the purpose, as its attorney-in-fact for such holder of Subordinate Liabilities, to (i) demand, xxx for, collect and receive any and all such moneys, dividends monies or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character character, and (ii) to take such other action (excluding acceptance or rejection of any plan of reorganization or arrangement) incidental thereto in such Trustee's its own name or in the name of the Holder holders of Subordinate Liabilities as such Trustee the holders of Senior Obligations may reasonably deem necessary or advisable for the enforcement of the terms hereof necessary; and the Holder holders of Subordinate Liabilities will execute and deliver to each Trustee such other and further powers of attorney or other instruments as such Trustee the holders of Senior Obligations, or any agent or representative designated by them for the purpose, may request in order to accomplish the foregoing. Notwithstanding the foregoing, the Holder, not the Trustee, shall be entitled to accept or reject any plan of reorganization or arrangement.

Insolvency, Etc. If an Event In the event of Bankruptcy occurs(a) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition, or other similar proceeding relating to Pioneer or its property, (b) any proceeding for the liquidation, dissolution, or other winding-up of Pioneer, voluntary or involuntary, and whether or not involving insolvency or bankruptcy proceedings, (c) any assignment by Pioneer for the benefit of creditors, or (d) any distribution, division, marshaling, or application of any of the properties or assets of Pioneer or the proceeds thereof to creditors, voluntary or involuntary, and whether or not involving legal proceedings, then and in any such event: (ai) all Senior Debt Superior Indebtedness shall first be paid in full (including any all principal, premium, if any, and interest, including interest thereon and any other obligation with respect to such Senior Debt accruing after the commencement of any such proceedings and any additional interest that would have accrued thereon but for the commencement of such proceedings, whether or not such interest is a claim or is collectibleproceeding) shall first be Paid In Full before any payment or distribution of any character, whether in cash, securities or other property, shall be made by Loral Space in respect of this Guaranty; (b) any payment or distribution of any character, whether in cash, securities, or other propertyproperty (other than securities of Pioneer or any other corporation provided for by a plan of reorganization or readjustment or similar plan, the payment of which is subordinated, at least to the extent provided in this Agreement with respect to Inferior Indebtedness, to the payment of all Superior Indebtedness at the time outstanding and to any securities issued in respect thereof under any such plan) is made in respect of any Inferior Indebtedness; (ii) all principal and premium, if any, and interest on the Inferior Indebtedness shall forthwith become due and payable, and any payment or distribution of any character, whether in cash, securities, or other property (other than securities of Pioneer or any other corporation provided for by a plan of reorganization or readjustment or similar plan, the payment of which is subordinated, at least to the extent provided in this Agreement with respect to Inferior Indebtedness, to the payment of all Superior Indebtedness at the time outstanding and to any securities issued in respect thereof under any such plan) which would otherwise (but for the terms hereof) be payable or deliverable by Loral Space in respect of this Guarantyany Inferior Indebtedness, shall be paid or delivered directly to the holders of Senior Debt at the time outstanding (or the Trustee), ratably according to the respective aggregate amounts remaining unpaid thereonSuperior Indebtedness, until all Senior Debt (including any interest thereon and any other obligation with respect to such Senior Debt accruing after the commencement of such proceedings and any additional interest that would have accrued thereon but for the commencement of such proceedings, whether or not such interest is a claim or is collectible) Superior Indebtedness shall have been Paid In Fullpaid in full, and the Holder holders of the Inferior Indebtedness at the time outstanding irrevocably authorizesauthorize, empowers empower, and directs direct all receivers, trustees, liquidators, conservators conservators, fiscal agents, and others having authority in the premises to effect all such payments and deliveries; and; (ciii) each holder of the Holder will Inferior Indebtedness at the request time outstanding irrevocably authorizes and empowers each holder of the Trustee file any claim, proof of claim Superior Indebtedness or other instrument of similar character necessary to enforce the obligations of Loral Space in respect of this Guaranty. In the event that the Holder shall fail to take such action requested by the Trustee, the Trustee may, as attorney-in-fact for the Holder, take such action on behalf of the Holder and the Holder hereby appoints the Trustee as its attorney-in-fact holder's representative to demand, xxx for, collect collect, and receive any and such holder's ratable share of all such moneyspayments and distributions and to receipt therefor, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character and to prove all claims therefor and take all such other action (excluding acceptance or rejection of any plan of reorganization or arrangement) in such Trustee's own name or action, in the name of the Holder such holder or otherwise, as such Trustee holder of the Superior Indebtedness or such holder's representative may deem determine to be necessary or advisable appropriate for the enforcement of this Section 3; and (iv) the terms hereof and holders of the Holder will Inferior Indebtedness shall execute and deliver to each Trustee holder of the Superior Indebtedness or such holder's representative all such further instruments confirming the above authorization, and all such powers of attorney, proofs of claim, assignments of claim, and other instruments, and shall take all such other action as may be requested by such holder of the Superior Indebtedness or such holder's representative to enforce all claims upon or in respect of the Inferior Indebtedness. For all purposes of this Agreement, Superior Indebtedness shall not be deemed to have been paid in full unless the holders thereof shall have received cash equal to the amount of principal, premium, if any, and further powers interest in respect of attorney all Superior Indebtedness at the time outstanding, and in case there are two or other instruments as such Trustee may request in order more holders of the Superior Indebtedness any payment or distribution required to accomplish be paid or delivered to the foregoing. Notwithstanding holders of the foregoing, the Holder, not the Trustee, Superior Indebtedness shall be entitled paid or delivered to accept or reject any plan such holders ratably according to the respective aggregate amounts remaining unpaid on the Superior Indebtedness of reorganization or arrangementsuch holders.

Insolvency, Etc. If an Event In the event of (a) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding which relates to the Company or its Property, (b) any proceeding for the liquidation, dissolution or other winding-up of Bankruptcy occursthe Company, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, (c) any assignment by the Company for the benefit of creditors, or (d) any other marshaling of the assets of the Company, then and in any such event: (ai) all Senior Debt (including any interest thereon and any other obligation with respect to such Senior Debt accruing after the commencement of such proceedings and any additional interest that would have accrued thereon but for the commencement of such proceedings, whether or not such interest is a claim or is collectible) shall first be Paid In Full paid in full, in cash or cash equivalents, before any payment or distribution of any characterdistribution, whether in cash, securities Securities or other propertyProperty, shall be made by Loral Space in respect to any holder of this Guarantyany Subordinated Debt on account of any Subordinated Debt; (bii) any payment or distribution of any characterdistribution, whether in cash, securities, Securities or other propertyProperty (other than Securities of the Company or any other corporation provided for by a plan or reorganization or readjustment the payment of which is subordinated, which at least to the extent of the Subordinated Debt as provided in this Section 8, to the payment of all Senior Debt at the time outstanding and to any Securities issued to the holders of Senior Debt in respect of the Senior Debt under any such plan or reorganization or readjustment), that would otherwise (but for the terms hereof) this Section 8) be payable or deliverable by Loral Space in respect of this GuarantySubordinated Debt, shall be paid or delivered directly to the holders of Senior Debt at in accordance with the time outstanding (or the Trustee), ratably according to the respective aggregate amounts remaining unpaid thereon, priorities then existing among such holders of Senior Debt until all Senior Debt (including any interest thereon and any other obligation with respect to such Senior Debt accruing after the commencement of such proceedings and any additional interest that would have accrued thereon but for the commencement of such proceedings, whether or not such interest is a claim or is collectible) shall have been Paid In Fullpaid in full, and the Holder at the time outstanding irrevocably authorizes, empowers and directs all receivers, trustees, liquidators, conservators and others having authority in the premises to effect all such payments and deliveriescash or cash equivalents; and (ciii) the Holder will at the request if any holder of the Trustee Subordinated Debt fails to file any claim, a claim or proof of claim or other instrument of similar character necessary to enforce the obligations of Loral Space debt in respect of this Guaranty. In such Subordinated Debt in such proceedings at least five (5) Business Days prior to the event that latest date permitted by rule of law or court order for such filing, then the Holder holders of Senior Debt shall fail be authorized (but not obligated) to take file such action requested by the Trustee, the Trustee may, as attorney-in-fact for the Holder, take such action claim or proof on behalf of the Holder and the Holder hereby appoints the Trustee as its attorney-in-fact to demand, xxx for, collect and receive any and all such moneys, dividends or other assets and give acquittance therefor and to file any claim, proof holder of claim or other instrument of similar character and to take such other action (excluding acceptance or rejection of any plan of reorganization or arrangement) in such Trustee's own name or in the name Subordinated Debt. Each holder of the Holder Subordinated Debt agrees that, while it shall retain the right to vote its claim and otherwise act in any bankruptcy, insolvency or similar proceeding related to the Company, such holder will not take any act or vote in any way so as such Trustee may deem necessary or advisable for to contest the enforcement enforceability of the terms hereof and the Holder will execute and deliver to each Trustee such other and further powers of attorney or other instruments as such Trustee may request in order to accomplish the foregoing. Notwithstanding the foregoing, the Holder, not the Trustee, shall be entitled to accept or reject any plan of reorganization or arrangementsubordination provisions set forth herein.

Insolvency, Etc. If an Event of Bankruptcy occurs, then and in any such eventIn the event that hereafter: (a) all Senior Debt (including There shall be filed by either Shareholder in any interest thereon and Court, pursuant to any other obligation with respect to such Senior Debt accruing after statute, either of the commencement of such proceedings and any additional interest that would have accrued thereon but for the commencement of such proceedings, whether United States or not such interest is a claim or is collectible) shall first be Paid In Full before any payment or distribution of any characterState or any United States Possession, whether a Petition in cashBankruptcy or insolvency, securities or other propertyupon any Petition being filed against any Shareholder, or the Shareholder shall be made by Loral Space in respect of this Guaranty;adjudicated a bankrupt or an insolvent; or (b) any payment or distribution of any character, whether in cash, securities, or other property, which would otherwise (but for the terms hereof) be payable or deliverable by Loral Space in respect of this Guaranty, There shall be paid appointed a Receiver or delivered directly to Trustee of all or substantially all of the holders property of Senior Debt at the time outstanding either Shareholder and such Receivership shall not be terminated within thirty (or the Trustee), ratably according to the respective aggregate amounts remaining unpaid thereon, until all Senior Debt (including any interest thereon and any other obligation with respect to such Senior Debt accruing 30) days after the commencement of such proceedings and any additional interest that would have accrued thereon but for the commencement of such proceedings, whether or not such interest is a claim or is collectible) shall have been Paid In Full, and the Holder at the time outstanding irrevocably authorizes, empowers and directs all receivers, trustees, liquidators, conservators and others having authority in the premises to effect all such payments and deliveriesappointment; andor (c) Either Shareholder shall make a General Assignment for the Holder will at benefit of creditors; or (d) Either Shareholder shall take advantage of any Insolvency Act for the request relief of debtors; or (e) Any attachment potentially involving a sale of either Shareholder's stock in the Corporation shall be levied against the assets of either Shareholder, which attachment shall not be removed within thirty (30) days; or (f) An execution shall be issued against the stock of either Shareholder and shall remain unpaid, unsatisfied and unstayed, pending appeal, for a period of thirty (30) days. Then, in such event ("a" through "f"), the Corporation firstly, and then the other Shareholder, shall have the option to purchase the shares owned by such Debtor/Shareholder; the purchase shall be effectuated in the same manner and in the same proportions of stock as hereinafter set forth in Paragraph "12" of this Agreement; except that the option to so purchase shall be exercised by serving a Notice to such effect upon the Debtor/Shareholder within thirty (30) days after the notice of completion of any of the Trustee file aforementioned events and that wherein in the heretofore the words "Selling Shareholder" are used, it shall be deemed to mean "notice of completion of any claim, proof of claim or other instrument of similar character necessary to enforce the obligations of Loral Space in respect of this Guarantyaforementioned events". In the event that the Holder shall Corporation and the other Shareholders fail to take exercise their option to purchase and the Debtor/Shareholder's stock shall be transferred to any subsequent owner, assignee or transferee, then such action requested by the Trustee, the Trustee may, as attorney-in-fact for the Holder, take such action on behalf stock shall be subject to all of the Holder restrictions and the Holder hereby appoints the Trustee as its attorney-in-fact to demand, xxx for, collect and receive any and all such moneys, dividends or other assets and give acquittance therefor and to file any claim, proof provisions of claim or other instrument of similar character and to take such other action (excluding acceptance or rejection of any plan of reorganization or arrangement) in such Trustee's own name or in the name of the Holder as such Trustee may deem necessary or advisable for the enforcement of the terms hereof and the Holder will execute and deliver to each Trustee such other and further powers of attorney or other instruments as such Trustee may request in order to accomplish the foregoing. Notwithstanding the foregoing, the Holder, not the Trustee, shall be entitled to accept or reject any plan of reorganization or arrangementthis Agreement.

Insolvency, Etc. If an Event In the event of Bankruptcy occurs(a) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relating to the Company, its Subsidiaries or its property, (b) any proceeding for the liquidation, dissolution or other winding-up of the Company, voluntary or involuntary, and whether or not involving insolvency or bankruptcy proceedings, (c) any assignment for the benefit of creditors, or (d) any distribution, division, marshalling or application of any of the properties or assets of the Company or the proceeds thereof to creditors, voluntary or involuntary, and whether or not involving legal proceedings, then and in any such event: (ai) all Senior Debt shall first be paid in full (including any all principal, premium, if any, and interest, including interest thereon and any other obligation with respect to such Senior Debt accruing after the commencement of any such proceedings and any additional interest that would have accrued thereon but for the commencement of such proceedings, whether or not such interest is a claim or is collectibleproceeding) shall first be Paid In Full before any payment or distribution of any character, whether in cash, securities or other property, property shall be made by Loral Space in respect of this Guarantyany Notes; (bii) all principal or premium, if any, and interest on the Notes shall forthwith become due and payable, and any payment or distribution of any character, whether in cash, securities, securities or other property, which would otherwise (but for the terms hereof) be payable or deliverable by Loral Space in respect of this Guarantyany Notes, shall be paid or delivered directly to the holders of the Senior Debt at the time outstanding (or the Trustee)Debt, ratably according for application to the respective aggregate amounts remaining unpaid thereonpayment of the Senior Debt, until all Senior Debt (including any interest thereon and any other obligation with respect to such Senior Debt accruing after the commencement of such proceedings and any additional interest that would have accrued thereon but for the commencement of such proceedings, whether or not such interest is a claim or is collectible) shall have been Paid In Fullpaid in full, and the Holder holders of the Notes at the time outstanding irrevocably authorizesauthorize, empowers empower and directs direct all receivers, trustees, liquidators, conservators conservators, fiscal agents and others other having authority in the premises to effect all such payments and deliveries; and; (ciii) each holder of the Holder will Notes at the request time outstanding irrevocably authorizes and empowers each holder of the Trustee file Senior Debt and such holder's representatives (without imposing any claim, proof of claim or other instrument of similar character necessary to enforce the obligations of Loral Space in respect of this Guaranty. In the event that the Holder shall fail to take such action requested by the Trustee, the Trustee may, as attorney-in-fact for the Holder, take such action obligation on behalf any holder of the Holder and the Holder hereby appoints the Trustee as its attorney-in-fact Senior Debt or such holder's representative) to demand, xxx sue for, collect and receive any and such holder's ratable share of all such moneyspayments and distributions and to receipt therefor, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character and to prove all claims therefor and take all such other action (excluding acceptance or rejection of any plan of reorganization or arrangementincluding the right to vote the Notes) in such Trustee's own name or in the name of the Holder such holder or otherwise, as such Trustee holder of the Senior Debt or such holder's representative may deem determine to be necessary or advisable appropriate for the enforcement of this 6.2; and 4 (iv) the terms hereof and holders of the Holder will Notes shall execute and deliver to each Trustee holder of the Senior Debt or such holder's representative all such further instruments confirming the above authorization, and all such powers of attorney, proofs of claim, assignments of claim and other instruments, and shall take all such other and further powers action as may be reasonably requested by such holder of attorney the Senior Debt or such holder's representative to enforce all claims upon or in respect of the Notes. For all purposes of this instrument, Senior Debt shall not be deemed to have been paid in full unless the holders thereof shall have received cash, securities or other instruments as such Trustee may request property equal to the amount of principal, premium, if any, and interest in order respect of all Senior Debt at the time outstanding, and in case there are two or more holders of the Senior Debt any payment or distribution required to accomplish be paid or delivered to the foregoing. Notwithstanding holders of the foregoing, the Holder, not the Trustee, Senior Debt shall be entitled paid or delivered to accept or reject any plan of reorganization or arrangementsuch holders ratably according to the respective aggregate amounts remaining unpaid on the Senior Debt held by such holders.

Insolvency, Etc. If an Event 5.1 In the event of Bankruptcy occurs(i) any insolvency or bankruptcy proceeding, or any receivership, liquidation, reorganization or other similar proceeding in connection therewith, relative to any Debtor or its property, or (ii) any proceedings for voluntary liquidation, dissolution or other winding-up of any Debtor and whether or not involving insolvency or bankruptcy, or (iii) any assignment or receivership for the benefit of creditors, or (iv) any distribution, division, marshaling or application of any of the properties or assets (including, without limitation, properties or assets securing the Subordinated Obligations) of any Debtor or the proceeds thereof, to creditors, voluntary or involuntary, and whether or not involving legal proceedings (a "Reorganization"), then and in any such event: (a) event all Senior Debt (including any interest thereon and any other obligation with respect to such Senior Debt accruing after the commencement of such proceedings and any additional interest that would have accrued thereon but for the commencement of such proceedings, whether or not such interest is a claim or is collectible) Obligations shall first -------------- be Paid In Full indefeasibly paid in full as herein provided before any payment or distribution of any character, whether in cash, securities or other property, shall be made by Loral Space in respect of this Guaranty;the Subordinated Obligations, and in furtherance thereof, (b1) any payment or distribution of any character, whether in cash, securities, securities or other property, which would otherwise (but for the terms hereof) be payable or deliverable by Loral Space Debtors in respect of this Guarantythe Subordinated Obligations (including any payment or distribution in respect of the Subordinated Obligations by reason of any other indebtedness of Debtors being subordinated to the Subordinated Obligations or by reason of any properties or assets of Debtors securing the Subordinated Obligations), shall be paid or delivered directly to the holders of Senior Debt at the time outstanding (or the Trustee), ratably according to the respective aggregate amounts remaining unpaid thereonCreditor, until all Senior Debt (including any interest thereon and any other obligation with respect to such Senior Debt accruing after the commencement of such proceedings and any additional interest that would have accrued thereon but for the commencement of such proceedings, whether or not such interest is a claim or is collectible) Obligations shall have been Paid In Fullpaid in full as herein provided; (2) each Subordinated Creditor irrevocably authorizes and empowers (without imposing any obligation on) Senior Creditor and Senior Creditor's representatives to demand, xxx for, collect and receive such payments and distributions in respect of the such Subordinated Obligations and to receipt therefor, and to file and prove all claims therefor and take all such other action (including the Holder at right to vote the time outstanding Subordinated Obligations) in the name of Subordinated Creditor or otherwise, as Senior Creditor or Senior Creditor's representatives may determine to be necessary or appropriate; and (3) each Subordinated Creditor irrevocably authorizes, empowers and directs all receivers, trustees, liquidators, conservators and others having authority in the premises to effect all such payments and deliveries; and (c) the Holder will at the request of the Trustee file any claim, proof of claim or other instrument of similar character necessary deliveries and agrees to enforce the obligations of Loral Space in respect of this Guaranty. In the event that the Holder shall fail to take such action requested by the Trustee, the Trustee may, as attorney-in-fact for the Holder, take such action on behalf of the Holder and the Holder hereby appoints the Trustee as its attorney-in-fact to demand, xxx for, collect and receive any and all such moneys, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character and to take such other action (excluding acceptance or rejection of any plan of reorganization or arrangement) in such Trustee's own name or in the name of the Holder as such Trustee may deem necessary or advisable for the enforcement of the terms hereof and the Holder will execute and deliver to each Trustee Senior Creditor and Senior Creditor's representatives all such further instruments confirming the above authorization, and all such powers of attorney, proofs of claim, as signments of claim and other instruments, and shall take all such other and further powers of attorney action as may be requested by Senior Creditor or other instruments as such Trustee may request Senior Creditor's representatives, in order to accomplish enable Senior Creditor to enforce all claims upon or in respect of the foregoing. Notwithstanding Subordinated Obligations. 5.2 Unless and until all Senior Obligations shall have been indefeasibly paid in full as herein provided, no Subordinated Creditor will commence any proceeding against any Debtor, or join with any creditor in any such proceeding, under any bankruptcy, reorganization, readjustment of debt, arrangement of debt, receivership, liquidation or insolvency law or statute of the foregoingfederal or any state government, unless the Holder, not holders of the Trustee, Senior Obligations shall be entitled to accept or reject any plan of reorganization or arrangementalso join in bringing such proceeding.

Insolvency, Etc. If an Event of Bankruptcy occurs, then and in The Company or any such event:Consolidated Subsidiary ---------------- shall (a) make a general assignment for the benefit of creditors; (b) apply for or consent (by admission of material allegations of a petition or otherwise) to the appointment of a receiver, custodian, trustee or liquidator of the Company or any Consolidated Subsidiary or any substantial part of the properties of the Company or any Consolidated Subsidiary or authorize such application or consent, or proceedings seeking such appointment shall be commenced without such authorization, consent or application against the Company or any Consolidated Subsidiary and continue undismissed for 30 days (or if such dismissal of such unauthorized proceedings cannot reasonably be obtained within such 30 day period, the Company or any Consolidated Subsidiary shall fail either to proceed with due diligence to seek to obtain dismissal within such 30 day period or to obtain dismissal within 60 days); (c) authorize or file a voluntary petition in bankruptcy, suffer an order for relief under any federal bankruptcy law, or apply for or consent (by admission of material allegations of a petition or otherwise) to the application of any bankruptcy, reorganization, arrangement, readjustment of debt, insolvency, dissolution, liquidation or other similar law of any jurisdiction, or authorize such application or consent, or proceedings to such end shall be instituted against the Company or any Consolidated Subsidiary without such authorization, application or consent which are not vacated within 30 days from the date thereof (or if such vacation cannot reasonably be obtained within such 30 day period, the Company shall fail either to proceed with due diligence to seek to obtain vacation within such 30 day period or to obtain vacation within 60 days); (d) permit or suffer all Senior Debt or any substantial part of its properties to be sequestered, attached, or subjected to a Lien (including other than a Lien expressly permitted by the exception to Section 5.7) through any interest thereon and legal proceeding or distraint which is not vacated within 30 days from the date thereof (or if such vacation cannot reasonably be obtained within such 30 day period, the Company shall fail either to proceed with due diligence to seek to obtain vacation within such 30 day period or to obtain vacation within 60 days); (e) generally not pay its debts as such debts become due or admit in writing its inability to do so; or (f) conceal, remove, or permit to be concealed or removed, any other obligation material part of its property, with intent to hinder, delay or defraud its creditors or any of them; provided, however, that the foregoing -------- ------- events will not constitute an Event of Default if such events occur with respect to such Senior Debt accruing after any Subsidiary which is: (i) a Consolidated Subsidiary not incorporated under the commencement of such proceedings and any additional interest that would have accrued thereon but for the commencement of such proceedings, whether or not such interest is a claim or is collectible) shall first be Paid In Full before any payment or distribution laws of any characterState of the United States, whether the District of Columbia or Canada or any province thereof and not engaged in cashthe retail business, securities if the aggregate Value of the Company's and all Consolidated Subsidiaries' investments in and advances to such Consolidated Subsidiary and all such other Consolidated Subsidiaries to which these tests are being applied within a period of 18 months ending on the date of determination, does not exceed $15,000,000; or other property, shall be made by Loral Space in respect of this Guaranty; (bii) any payment or distribution a Consolidated Subsidiary incorporated under the laws of any characterState of the United States, whether the District of Columbia or Canada or any province thereof and not engaged in cashthe retail business, securities, or other property, which would otherwise (but for the terms hereof) be payable or deliverable by Loral Space in respect of this Guaranty, shall be paid or delivered directly to the holders of Senior Debt if at the time outstanding such events occur (y) the Company has a Level I Rating, a Level II Rating, a Level III Rating or a Level IV Rating and (z) the Trustee), ratably according to aggregate Value of the respective aggregate amounts remaining unpaid thereon, until Company's and all Senior Debt (including any interest thereon Consolidated Subsidiaries' investments and any other obligation with respect advances to such Senior Debt accruing after the commencement of such proceedings and any additional interest that would have accrued thereon but for the commencement of such proceedings, whether or not such interest is a claim or is collectible) shall have been Paid In Full, and the Holder at the time outstanding irrevocably authorizes, empowers and directs all receivers, trustees, liquidators, conservators and others having authority in the premises to effect all such payments and deliveries; and (c) the Holder will at the request of the Trustee file any claim, proof of claim or other instrument of similar character necessary to enforce the obligations of Loral Space in respect of this Guaranty. In the event that the Holder shall fail to take such action requested by the Trustee, the Trustee may, as attorney-in-fact for the Holder, take such action on behalf of the Holder and the Holder hereby appoints the Trustee as its attorney-in-fact to demand, xxx for, collect and receive any Consolidated Subsidiary and all other such moneysConsolidated Subsidiaries to which these tests are being applied within a period of 18 months ending on the date of determination, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character and to take such other action (excluding acceptance or rejection of any plan of reorganization or arrangement) in such Trustee's own name or in the name of the Holder as such Trustee may deem necessary or advisable for the enforcement of the terms hereof and the Holder will execute and deliver to each Trustee such other and further powers of attorney or other instruments as such Trustee may request in order to accomplish the foregoing. Notwithstanding the foregoing, the Holder, does not the Trustee, shall be entitled to accept or reject any plan of reorganization or arrangement.exceed $7,500,000;

Insolvency, Etc. If an Event of Bankruptcy occurs, then and in any such event: (a) all Senior Debt (including any interest thereon and any other obligation with respect to such Senior Debt accruing after the commencement of such proceedings and any additional interest that would have accrued thereon but for the commencement of such proceedings, whether or not such interest is a claim or is collectible) shall first be Paid In Full before any payment or distribution of any character, whether in cash, securities or other property, shall be made by Loral Space in respect of this Guaranty; (b) any payment or distribution of any character, whether in cash, securities, or other property, which would otherwise (but for the terms hereof) be payable or deliverable by Loral Space in respect of this Guaranty, shall be paid or delivered directly to the holders of Senior Debt at the time outstanding (or the Trustee), ratably according to the respective aggregate amounts remaining unpaid thereon, until all Senior Debt (including any interest thereon and any other obligation with respect to such Senior Debt accruing after the commencement of such proceedings and any additional interest that would have accrued thereon but for the commencement of such proceedings, whether or not such interest is a claim or is collectible) shall have been Paid In Full, and the Holder at the time outstanding irrevocably authorizes, empowers and directs all receivers, trustees, liquidators, conservators and others having authority in the premises to effect all such payments and deliveries; and (c) the Holder will at the request of the Trustee file any claim, proof of claim or other instrument of similar character necessary to enforce the obligations of Loral Space in respect of this Guaranty. In the event that the Holder shall fail to take such action requested by the Trustee, the Trustee may, as attorney-in-fact for the Holder, take such action on behalf of the Holder and the Holder hereby appoints the Trustee as its attorney-in-fact to demand, xxx for, collect and receive any and all such moneys, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character and to take such other action (excluding acceptance or rejection of any plan of reorganization or arrangement) in such Trustee's own name or in the name of the Holder as such Trustee may deem necessary or advisable for the enforcement of of 2.05.1 the terms hereof and the Holder will execute and deliver to each Trustee such other and further powers of attorney or other instruments as such Trustee may request in order to accomplish the foregoing. Notwithstanding the foregoing, the Holder, not the Trustee, shall be entitled to accept or reject any plan of reorganization or arrangement.

Insolvency, Etc. If an Event of Bankruptcy occurs, then and in any such eventIn the event of: (ai) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding which relates to the Company or its property, (ii) any proceeding for the liquidation, dissolution or other winding-up of the Company, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, (iii) any assignment by the Company for the benefit of creditors, or (iv) any other marshalling of the assets of the Company, all Senior Debt (including any interest thereon and any other obligation with respect to such Senior Debt accruing at the contract rate after the commencement of such proceedings and any additional interest that would have accrued thereon but for the commencement of such proceedings, whether or not such interest is but only to the extent allowed as a claim or is collectiblein such proceeding) shall first be Paid In Full paid in full before any payment or distribution of any characterdistribution, whether in cash, securities or other property, shall be made by Loral Space in respect to any holder of this Guaranty; (b) any Subordinated Debt on account of any Subordinated Debt. Any payment or distribution of any characterdistribution, whether in cash, securities, securities or other propertyproperty (other than securities of the Company or any other corporation provided for by a plan or reorganization or readjustment the payment of which is subordinated, which at least to the extent of the Subordinated Debt as provided in this Section 1, to the payment of all Senior Debt a the time outstanding and to any Securities issued to the holders of Senior Debt in respect of the Senior Debt under any such plan or reorganization or readjustment), that would otherwise (but for the terms hereofthis Section 1) be payable or deliverable by Loral Space in respect of this GuarantySubordinated Debt, shall be paid or delivered directly to the holders of Senior Debt at in accordance with the time outstanding (or the Trustee), ratably according to the respective aggregate amounts remaining unpaid thereon, priorities then existing among such holders of Senior Debt until all Senior Debt (including any interest thereon and any other obligation with respect to such accruing at the contract rate of the Senior Debt accruing after the commencement of such proceedings and any additional interest that would have accrued thereon but for the commencement of such proceedings, whether or not such interest is but only to the extent allowed as a claim or is collectiblein such proceedings) shall have been Paid In Fullpaid in full, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of Senior Debt, provided that in the event that payment or delivery of such cash, securities or other property to any holder of Subordinated Debt is authorized by an order or decree giving effect, and expressly stating in such order or decree that effect is given, to the Holder at subordination of Subordinated Debt to the time outstanding irrevocably authorizesSenior Debt in, empowers or substantially in, accordance with the provisions of this Section 1 and directs all receiversmade by a court of competent jurisdiction in a reorganization case or proceeding under any applicable law, trusteesthen (A) no payment or delivery of such cash, liquidatorssecurities or other property payable or deliverable with respect to the Subordinated Debt need be made to the holders of the Senior Debt, conservators and others having authority in the premises to effect all such payments and deliveries; and (cB) no such delivery need be made of securities that are subordinate and junior to the Holder will at the request payment of the Trustee file any claimSenior Debt then outstanding and that are issued pursuant to reorganization, proof of claim dissolution or other instrument of similar character necessary to enforce the obligations of Loral Space in respect of this Guaranty. In the event that the Holder shall fail to take such action requested liquidation proceedings by the Trustee, Company or by the Trustee may, Company as attorney-in-fact for the Holder, take such action on behalf of the Holder and the Holder hereby appoints the Trustee as its attorney-in-fact to demand, xxx for, collect and receive any and all such moneys, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character and to take such other action (excluding acceptance or rejection of any plan of reorganization or arrangement) in such Trustee's own name or in the name of the Holder as such Trustee may deem necessary or advisable for the enforcement of the terms hereof and the Holder will execute and deliver to each Trustee such other and further powers of attorney or other instruments as such Trustee may request in order to accomplish the foregoing. Notwithstanding the foregoing, the Holder, not the Trustee, shall be entitled to accept or reject any plan of reorganization or arrangementreorganized.

Insolvency, Etc. If an Event of Bankruptcy occurs, then and in any such event: (a) all Senior Debt (including any interest thereon and any other obligation with respect to such Senior Debt accruing after the commencement of such proceedings and any additional interest that would have accrued thereon but for the commencement of such proceedings, whether or not such interest is a claim or is collectible) shall first be Paid In Full before any payment or distribution of any character, whether in cash, securities or other property, shall be made by Loral Space the Company in respect of this GuarantyNote; (b) any payment or distribution of any character, whether in cash, securities, or other property, which would otherwise (but for the terms hereof) be payable or deliverable by Loral Space the Company in respect of this GuarantyNote, shall be paid or delivered directly to the holders of Senior Debt at the time outstanding (or the Trustee), ratably according to the respective aggregate amounts remaining unpaid thereon, until all Senior Debt (including any interest thereon and any other obligation with respect to such Senior Debt accruing after the commencement of such proceedings and any additional interest that would have accrued thereon but for the commencement of such proceedings, whether or not such interest is a claim or is collectible) shall have been Paid In Full, and the Holder holder of this Note at the time outstanding irrevocably authorizes, empowers and directs all receivers, trustees, liquidators, conservators and others having authority in the premises to effect all such payments and deliveries; and (c) the Holder holder of this Note will at the request of the Trustee file any claim, proof of claim or other instrument of similar character necessary to enforce the obligations of Loral Space the Company in respect of this GuarantyNote. In the event that the Holder holder of this Note shall fail to take such action requested by the Trustee, the Trustee may, as attorney-in-fact for the Holderholder of this Note, take such action on behalf of the Holder holder of this Note and the Holder holder of this Note hereby appoints the Trustee as its attorney-in-fact to demand, xxx for, collect and receive any and all such moneys, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character and to take such other action (excluding acceptance or rejection of any plan of reorganization or arrangement) in such Trustee's own name or in the name of the Holder holder of this Note as such Trustee may deem necessary or advisable for the enforcement of the terms hereof and the Holder holder of this Note will execute and deliver to each Trustee such other and further powers of attorney or other instruments as such Trustee may request in order to accomplish the foregoing. Notwithstanding the foregoing, the Holder, not the Trustee, shall be entitled to accept or reject any plan of reorganization or arrangement.

Insolvency, Etc. If an Event In the event of Bankruptcy occurs(a) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relating to the Company, its Subsidiaries or its property, (b) any proceeding for the liquidation, dissolution or other winding-up of the Company, voluntary or involuntary, and whether or not involving insolvency or bankruptcy proceedings, (c) any assignment for the benefit of creditors, or (d) any distribution, division, marshalling or application of any of the properties or assets of the Company or the proceeds thereof to creditors, voluntary or involuntary, and whether or not involving legal proceedings, then and in any such event: (ai) all Senior Debt shall first be paid in full (including any all principal, premium, if any, and interest, including interest thereon and any other obligation with respect to such Senior Debt accruing after the commencement of any such proceedings and any additional interest that would have accrued thereon but for the commencement of such proceedings, whether or not such interest is a claim or is collectibleproceeding) shall first be Paid In Full before any payment or distribution of any character, whether in cash, securities or other property, property shall be made by Loral Space in respect of this Guarantyany Notes; (bii) all principal or premium, if any, and interest on the Notes shall forthwith become due and payable, and any payment or distribution of any character, whether in cash, securities, securities or other property, which would otherwise (but for the terms hereof) be payable or deliverable by Loral Space in respect of this Guarantyany Notes, shall be paid or delivered directly to the holders of the Senior Debt at the time outstanding (or the Trustee)Debt, ratably according for application to the respective aggregate amounts remaining unpaid thereonpayment of the Senior Debt, until all Senior Debt (including any interest thereon and any other obligation with respect to such Senior Debt accruing after the commencement of such proceedings and any additional interest that would have accrued thereon but for the commencement of such proceedings, whether or not such interest is a claim or is collectible) shall have been Paid In Fullpaid in full, and the Holder holders of the Notes at the time outstanding irrevocably authorizesauthorize, empowers empower and directs direct all receivers, trustees, liquidators, conservators conservators, fiscal agents and others other having authority in the premises to effect all such payments and deliveries; (iii) each holder of the Notes at the time outstanding irrevocably authorizes and empowers each holder of the Senior Debt and such holder's representatives (without imposing any obligation on any holder of the Senior Debt or such holder's representative) to demand, sux xor, collect and receive such holder's ratable share of all such payments and distributions and to receipt therefor, and to file and prove all claims therefor and take all such other action (including the right to vote the Notes) in the name of such holder or otherwise, as such holder of the Senior Debt or such holder's representative may determine to be necessary or appropriate for the enforcement of this 6.2; and (civ) the Holder will at the request holders of the Trustee file any claim, proof of claim or other instrument of similar character necessary to enforce the obligations of Loral Space in respect of this Guaranty. In the event that the Holder Notes shall fail to take such action requested by the Trustee, the Trustee may, as attorney-in-fact for the Holder, take such action on behalf of the Holder and the Holder hereby appoints the Trustee as its attorney-in-fact to demand, xxx for, collect and receive any and all such moneys, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character and to take such other action (excluding acceptance or rejection of any plan of reorganization or arrangement) in such Trustee's own name or in the name of the Holder as such Trustee may deem necessary or advisable for the enforcement of the terms hereof and the Holder will execute and deliver to each Trustee holder of the Senior Debt or such holder's representative all such further instruments confirming the above authorization, and all such powers of attorney, proofs of claim, assignments of claim and other instruments, and shall take all such other and further powers action as may be reasonably requested by such holder of attorney the Senior Debt or such holder's representative to enforce all claims upon or in respect of the Notes. For all purposes of this instrument, Senior Debt shall not be deemed to have been paid in full unless the holders thereof shall have received cash, securities or other instruments as such Trustee may request property equal to the amount of principal, premium, if any, and interest in order respect of all Senior Debt at the time outstanding, and in case there are two or more holders of the Senior Debt any payment or distribution required to accomplish be paid or delivered to the foregoing. Notwithstanding holders of the foregoing, the Holder, not the Trustee, Senior Debt shall be entitled paid or delivered to accept or reject any plan of reorganization or arrangementsuch holders ratably according to the respective aggregate amounts remaining unpaid on the Senior Debt held by such holders.

Insolvency, Etc. If an Event of Bankruptcy occursThe Borrower, then and in any such event: the Guarantor or GREKA Colombia shall (a) all Senior Debt be liquidated or become insolvent or generally fail to pay, or admit in writing its inability or unwillingness to pay, debts as they become due; (including b) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower, the Guarantor or GREKA Colombia or any interest thereon property of any thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower, the Guarantor or GREKA Colombia or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days, provided that the Borrower, the Guarantor and GREKA Colombia hereby expressly authorizes the Agent and each Lender to appear in any other obligation with respect court conducting any relevant proceeding during such 60-day period to such Senior Debt accruing after preserve, protect and defend their rights under the Loan Documents; (d) permit or suffer to exist the commencement of such proceedings and any additional interest that would have accrued thereon but for the commencement of such proceedingsbankruptcy, whether or not such interest is a claim or is collectible) shall first be Paid In Full before any payment or distribution of any characterreorganization, whether in cashliquidation, securities debt arrangement, "concordato" or other propertycase or proceeding under any bankruptcy or insolvency law, shall be made by Loral Space or any dissolution, winding up or liquidation proceeding, in respect of this Guaranty; (b) the Borrower, the Guarantor or GREKA Colombia, and, if any payment such case or distribution of any characterproceeding is not commenced by such Borrower, whether the Guarantor or GREKA Colombia, such case or proceeding or winding up shall be consented to or acquiesced in cashby the Borrower, securitiesthe Guarantor or GREKA Colombia, or other property, which would otherwise (but for the terms hereof) be payable or deliverable by Loral Space in respect of this Guaranty, shall be paid or delivered directly to the holders of Senior Debt at the time outstanding (or the Trustee), ratably according to the respective aggregate amounts remaining unpaid thereon, until all Senior Debt (including any interest thereon and any other obligation with respect to such Senior Debt accruing after the commencement of such proceedings and any additional interest that would have accrued thereon but for the commencement of such proceedings, whether or not such interest is a claim or is collectible) shall have been Paid In Full, and the Holder at the time outstanding irrevocably authorizes, empowers and directs all receivers, trustees, liquidators, conservators and others having authority result in the premises to effect all such payments and deliveries; and entry of an order for relief or shall remain for 60 days undismissed, or (ce) the Holder will at the request take any action authorizing, or in furtherance of, any of the Trustee file any claim, proof of claim or other instrument of similar character necessary to enforce the obligations of Loral Space in respect of this Guaranty. In the event that the Holder shall fail to take such action requested by the Trustee, the Trustee may, as attorney-in-fact for the Holder, take such action on behalf of the Holder and the Holder hereby appoints the Trustee as its attorney-in-fact to demand, xxx for, collect and receive any and all such moneys, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character and to take such other action (excluding acceptance or rejection of any plan of reorganization or arrangement) in such Trustee's own name or in the name of the Holder as such Trustee may deem necessary or advisable for the enforcement of the terms hereof and the Holder will execute and deliver to each Trustee such other and further powers of attorney or other instruments as such Trustee may request in order to accomplish the foregoing. Notwithstanding the foregoing, the Holder, not the Trustee, shall be entitled to accept or reject any plan of reorganization or arrangement.