Payment Upon Dissolution, Etc. Upon payment or distribution of ------------------------------ assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or other proceedings, all principal and interest, together with all other payment obligations under, due upon any Senior Indebtedness shall first be paid in full, or payment thereof in full duly provided for, before Univision shall be entitled to receive or, if received, to retain any payment or distribution on account of this Note; and upon any such dissolution or winding-up or liquidation or reorganization, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which Univision would be entitled except for the provisions of this Section 1 shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, or by Univision if it shall have received such payment or distribution, directly to the holders of the Senior Indebtedness (pro rata to --- ---- each such holder on the basis of the respective amounts of such Senior Indebtedness held by such holder) or their representatives to the extent necessary to pay all such Senior Indebtedness in full after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to Univision. In the event of any such dissolution, winding-up, liquidation or reorganization of the Company, Univision shall be entitled to be paid one hundred percent (100%) of the outstanding principal amount hereof and accrued interest hereon before any distribution of assets shall be made among the holders of any class of Membership Units of the Company in their capacities as holders of such Membership Units. For purposes of this paragraph (b), the words "assets" and "cash, property or securities" shall not be deemed to include Membership Units of the Company as reorganized or readjusted, or Membership Units of the Company or any other person provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Section 1 with respect to this Note to the payment of all Senior Indebtedness which may at the time be o...
Payment Upon Dissolution, Etc. In the event of Bankruptcy, the Secured Parties shall be entitled to receive indefeasible payment in full of all amounts due or to become due on or in respect of all Senior Debt Obligations under the Senior Debt Instruments, the Common Security and Account Agreement or other Finance Documents before the Subordinated Creditor shall be entitled to receive any payment on account of any Obligor Subordinated Debt (whether in respect of principal, interest, premiums, fees, indemnities, commissions or otherwise) and to that end, any payment or distribution of any kind or character, whether in cash, property or securities which may be payable or deliverable in respect of such Obligor Subordinated Debt from the sale of all or substantially all of the assets of the Subordinated Debtor, or otherwise in any Bankruptcy Proceeding or other winding up of the Subordinated Debtor, that is not delivered directly to the Security Trustee in accordance with Section 2.1(a) (General) hereof, shall in each case instead be held in trust by the Subordinated Creditor for the benefit of, and paid or delivered to the Security Trustee, in each case without set-off or counterclaim, for application to Senior Debt Obligations, whether or not due, until the Discharge of the Senior Debt Obligations. If for any reason the trust fails or vests in the Subordinated Creditor, the Subordinated Creditor shall promptly pay to the Security Trustee an amount equal to the amount which would otherwise have been held in trust (or its value if not cash).
Payment Upon Dissolution, Etc. In the event of:
(a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Borrower or any of its Subsidiaries or to any of their creditors as such, or to any of their assets; or
(b) any liquidation, dissolution or other winding up of the Parent or the Borrower or any of its Subsidiaries, whether partial or complete and whether voluntary or involuntary and whether or not involving insolvency or bankruptcy; or
(c) any assignment for the benefit of creditors or any other marshalling of all or any substantial part of the assets and liabilities of the Parent or the Borrower or any of its Subsidiaries; then and in any such event the Lenders shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all the Obligations before the Payees shall be entitled to receive any payment on account of the Management Fees, and to that end, any payment or distribution of any kind or character, whether in cash, property or securities which may be payable or deliverable in respect of the Management Fees, proceeding, dissolution, liquidation or other winding up or event shall instead be paid or delivered directly to the Lenders for ACTIVE 226113271v.2 application to the Obligations, whether or not due, until the Obligations shall have first been fully paid and satisfied in cash (other than contingent obligations not then due).
Payment Upon Dissolution, Etc. In the event of:
(a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Borrower, or to any of its assets;
(b) any liquidation, dissolution or other winding up of the Borrower, whether partial or complete and whether voluntary or involuntary and whether or not involving insolvency or bankruptcy; or
(c) any assignment for the benefit of creditors generally or any other marshalling of all or any substantial part of the assets and liabilities of the Borrower, then and in any such event the Secured Parties shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all the Obligations before the Shareholders shall be entitled to receive any payment on account of the Shareholder Loans (whether in respect of principal, interest, premium, fees, indemnities, commissions, or otherwise) and, to that end, any payment or distribution of any kind or character, whether in cash, property or securities which may be payable or deliverable in respect of the Shareholder Loans in any such case, proceeding, dissolution, liquidation or other winding up or event shall instead be paid or delivered directly to the Secured Parties for application to the Obligations, whether or not due, until the Obligations shall have first been fully paid and satisfied in full.
Payment Upon Dissolution, Etc. In the event of any bankruptcy, insolvency, reorganization, receivership, composition, assignment for benefit of creditors or other similar proceeding initiated by or against the Company or any dissolution or winding up or total or partial liquidation or reorganization in bankruptcy of the Company (each, a “Proceeding”), all principal and interest due upon any Senior Indebtedness shall first be paid in full before the Holder shall be entitled to receive or, if received, to retain any payment or distribution on account of this Note and, during the continuance of any such Proceeding, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holder would be entitled with respect to any Subordinated Indebtedness but for the provisions of this Section 15 shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holder who shall have received such payment or distribution, directly to the holders of the Senior Indebtedness (pro rata to each such holder on the basis of the respective amounts of such Senior Indebtedness held by such holder) or their representatives to the extent necessary to pay all such Senior Indebtedness in full after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the Holder or any holders of the Notes; provided, however, that notwithstanding anything to the contrary, in any event the Holder shall be entitled to receive and retain any and all Junior Securities (as defined below).
Payment Upon Dissolution, Etc. (i) In the event of (x) any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization or other similar proceedings in connection therewith, relative to the Company or to its creditors, as such, or to its assets or (y) the dissolution or other
Payment Upon Dissolution, Etc. Upon payment or distribution of assets of LYH of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or total or partial liquidation or reorganization of LYH, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or other proceedings, the Senior Obligations shall first be paid in full, before Libra shall be entitled to receive any payment or distribution on account of the Note; and upon any such dissolution or winding-up or liquidation or reorganization, any payment or distribution of assets of LYH of any kind or character, whether in cash, property or securities, to which Libra would be entitled except for the provisions of this Section 1 shall be paid by LYH or by any receiver, trustee in bankruptcy, liquidating trust, agent or other person making such payment or distribution, or by Libra who shall have received such payment or distribution, directly to the Senior Lenders or their representatives to the extent necessary to pay all such Senior Obligations in full after giving effect to any concurrent payment or distribution to or for the Senior Lenders, before any payment or distribution is made to Libra. In the event of any such dissolution, winding-up, liquidation or reorganization of LYH, Libra shall be entitled to be paid 100% of the amounts owed to it in respect of the Note before any distribution of assets shall be made among the holders of any class of equity interests in LYH in their capacities as holders of such equity interests.
Payment Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding or any receivership, liquidation, reorganization or other similar proceeding in connection therewith, relative to the Guarantor, or (b) any liquidation, dissolution or other winding up of the Guarantor, whether partial or complete and whether voluntary or involuntary and whether or not involving insolvency or bankruptcy or (c) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of the Guarantor, then and in any such proceeding, dissolution, liquidation or other winding up or other event, the Lender shall be entitled to receive Payment in Full before any Subordinated Lender shall be entitled to receive any payment on account of its Subordinated Indebtedness (whether in respect of principal, interest, premium, fees, indemnities, commissions or otherwise) and to that end, any payment or distribution of any kind or character, whether in cash, property or securities which may be payable or deliverable in respect of its Subordinated Indebtedness in any such case, proceeding, dissolution, liquidation or other winding up or event shall instead be paid or delivered directly to the Lender (or to the applicable agent on behalf of the Lender) for application to the Guaranteed Obligations in accordance with the Guaranty, whether or not due, until Payment in Full.
Payment Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding or any receivership, liquidation, reorganization or other similar proceeding in connection therewith, relative to the Guarantor or to its assets, or (b) any liquidation, dissolution or other winding up of the Guarantor, whether partial or complete and whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of the Guarantor, then and in any such proceeding, dissolution, liquidation or other winding up or other event, the Lender shall be entitled to receive Payment in Full before any letter of credit issuer shall be entitled to receive any payment on account of the Subordinated Guaranty from the Guarantor on account of the Subordinated Guaranty (whether in respect of reimbursement obligations, interest, premium, fees, indemnities, commissions or otherwise) and to that end, any payment or distribution of any kind or character, whether in cash, property or securities which may be payable or deliverable by the Guarantor in respect of the Subordinated Guaranty in any such case, proceeding, dissolution, liquidation or other winding up or event shall instead be paid or delivered directly to the Lender (or to the applicable agent on behalf of the Lender) for application to the Guaranteed Obligations in accordance with the Guaranty, whether or not due, until Payment in Full.
Payment Upon Dissolution, Etc. In the event of (i) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relating to PIC or Panda Funding or its creditors as such, or to its assets, or (ii) any liquidation, dissolution (other than dissolution of PIC that is cured within 15 days and which, prior to such cure, would not reasonably be expected to result in a Material Adverse Change) or other winding up of PIC or Panda Funding, whether partial or complete and whether voluntary or involuntary and whether or not involving insolvency or bankruptcy or (iii) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of PIC or Panda Funding, then and in any such event the Collateral Agent, for the equal and ratable benefit of the holders of the Senior Obligations, shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Obligations before the Letter of Credit Provider shall be entitled to receive any payment on account of the Subordinated Obligations, and to that end, any payment or distribution of any kind or character (except for (A) any payment from assets of PIC other than the Collateral, (B) amounts on deposit in the U.S. Distribution Fund and (C) with respect to payments to be made to the Letter of Credit Provider, fees from amounts on deposit in the PIC Expense Fund), whether in cash, property or securities which may be payable or deliverable in respect of the Subordinated Obligations in any such case, proceeding, dissolution, liquidation or other winding up or event shall instead be paid or delivered directly to the Collateral Agent for application to the Senior Obligations, whether or not due, until the Senior Obligations shall have first been fully paid and satisfied in cash or cash equivalents.
