Common use of Payment Upon Dissolution, Etc Clause in Contracts

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 winding up of the Company whether total or partial, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy proceedings or (z) any assignment for the benefit of creditors or any marshalling of the material assets or material liabilities of the Company, then, and in any such event (collectively, a "LIQUIDATION EVENT"), (A) the holders of all Senior Debt shall first be entitled to receive Payment in Full of all principal, premium, if any, interest and other amounts due or to become due on the Senior Debt (including, without limitation, any interest and charges accruing thereon in any such proceeding, notwithstanding any law to the contrary) before any payment on account of principal, premium, if any, interest or any other amounts is made on this Debenture, and (B) in any such proceedings, any payment that may be payable or deliverable in respect of this Debenture shall be paid to the holders of the Senior Debt or their representatives, unless and until the principal of, premium, if any, interest and other amounts due or to become due on all such Senior Debt shall have been Paid in Full; PROVIDED, HOWEVER, that in the event that such payment consists solely of shares of stock or securities of the Company as reorganized the payment of which is subordinated, at least to the same extent as the Debenture, to the payment of all Senior Debt and such payment is authorized by an order or decree made by a court of competent jurisdiction in a reorganization proceeding under any applicable law pursuant to a plan of reorganization and the rights of the holders of Senior Debt are not impaired or otherwise altered adversely by such reorganization or adjustment, no such payment shall be required hereby to be made to the holders of the Senior Debt or their representatives.

Payment Upon Dissolution, Etc. (i) In the event Upon payment or distribution 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 winding up ------------------------------ 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 partialpartial liquidation or reorganization of the Company, whether voluntary or involuntary involuntary, in bankruptcy, insolvency, receivership or other proceedings, all principal and whether or not involving insolvency or bankruptcy proceedings or (z) interest, together with all other payment obligations under, due upon any assignment for the benefit of creditors or any marshalling of the material assets or material liabilities of the Company, then, and in any such event (collectively, a "LIQUIDATION EVENT"), (A) the holders of all Senior Debt Indebtedness shall first be paid in full, or payment thereof in full duly provided for, before Univision shall be entitled to receive Payment in Full of all principal, premiumor, if anyreceived, interest and other amounts due or to become due on the Senior Debt (including, without limitation, any interest and charges accruing thereon in any such proceeding, notwithstanding any law to the contrary) before retain any payment or distribution on account of principal, premium, if any, interest or any other amounts is made on this Debenture, Note; and (B) in upon any such proceedingsdissolution or winding-up or liquidation or reorganization, any payment that may or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which Univision would be payable or deliverable in respect entitled except for the provisions of this Debenture 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 Debt 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, unless and until representatives to the principal of, premium, if any, interest and other amounts due or extent necessary to become due on pay all such Senior Debt shall have been Paid Indebtedness in Full; PROVIDEDfull after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, HOWEVER, that in before any payment or distribution is made to Univision. In the event that of any such payment consists solely dissolution, winding-up, liquidation or reorganization of shares the Company, Univision shall be entitled to be paid one hundred percent (100%) of stock 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 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, subordinated at least to the same extent as the Debenture, provided in this Section 1 with respect to this Note to the payment of all Senior Debt Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed -------- by the new person, if any, resulting from any such reorganization or readjustment, and such payment is authorized by an order or decree made by a court of competent jurisdiction in a reorganization proceeding under any applicable law pursuant to a plan of reorganization and (ii) the rights of the holders of Senior Debt Indebtedness are not impaired or otherwise not, without the consent of such holders, altered adversely by such reorganization or adjustment, no such payment shall be required hereby to be made to the holders of the Senior Debt or their representativesreadjustment.

Payment Upon Dissolution, Etc. (i) In i)In the event of (x) any insolvency or bankruptcy proceedingsbankruptcy, or any insolvency, reorganization, receivership, liquidationcomposition, 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 winding up of the Company whether total or partial, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy proceedings or (z) any assignment for the benefit of creditors or other similar proceeding initiated by or against the Company or any marshalling dissolution or winding up or total or partial liquidation or reorganization of the material assets or material liabilities of the Company, then, and in any such event Company (collectively, being hereinafter referred to as a "LIQUIDATION EVENTProceeding"), (A) all claims of the holders holder of all Senior Debt this Note with respect to this Note in such Proceeding shall first be entitled to receive Payment in Full of all principaldeemed assigned, premiumpro rata, if any, interest and other amounts due or to become due on the Senior Debt (including, without limitation, any interest and charges accruing thereon in any such proceeding, notwithstanding any law to the contrary) before any payment on account of principal, premium, if any, interest or any other amounts is made on this Debenture, and (B) in any such proceedings, any payment that may be payable or deliverable in respect of this Debenture shall be paid to the then holders of the Senior Debt or their representatives, unless and until Indebtedness on the principal of, premium, if any, interest and other basis of the respective amounts due or to become due on all of such Senior Debt shall have been Paid Indebtedness held by such holder, and the holder of this Note hereby agrees to execute all documents that such holders request in Full; PROVIDEDorder to evidence such assignment, HOWEVERprovided, however, that such assignment shall terminate upon receipt by such holders of payment in the event that such payment consists solely full of shares of stock or securities all of the Company as reorganized Senior Indebtedness. While such assignment is in effect, the payment of which is subordinated, at least to the same extent as the Debenture, to the payment of all Senior Debt and such payment is authorized by an order or decree made by a court of competent jurisdiction in a reorganization proceeding under any applicable law pursuant to a plan of reorganization and the rights of the holders of Senior Debt are not impaired or otherwise altered adversely by such reorganization or adjustment, no such payment shall be required hereby to be made to the then holders of the Senior Debt Indebtedness shall have the exclusive right to exercise all rights of the holder of this Note arising from their claims with respect to this Note in the Proceeding, including but not limited to the right to vote for a trustee and to accept or their representativesreject a proposed plan of reorganization or composition, and the holder of this Note hereby agrees to execute all documents reasonably requested by the then holders of the Senior Indebtedness in order to exercise any such rights whether (at the sole discretion of such holders) in the holder's own name or in the name of the holder of this Note. While such assignment is in effect, the holder of this Note also agrees that it shall, upon request of a holder of Senior Indebtedness, and at its own expense take all reasonable actions (including but not limited to the execution and filing of documents and the giving of testimony in any Proceeding, whether or not such testimony could have been compelled by process) necessary to prove the full amount of all its claims in any Proceeding, and the holder of this Note shall not expressly, by implication or by inaction waive any claim in any Proceeding with respect to this Note without the written consent of such holder.

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, assets or (y) the dissolution or other winding up of the Company whether total or partial, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy proceedings proceedings, or (z) any assignment for the benefit of creditors or any marshalling marshaling of the material assets or material liabilities of the Company, then, and in any such event (collectively, a "LIQUIDATION EVENT")event, (A) the holders of all Senior Debt shall first be entitled to receive Payment in Full of all principal, premium, if any, interest and other amounts due or to become due on the Senior Debt (including, without limitation, any interest and charges accruing thereon in any such proceeding, notwithstanding any law to the contrary) before any payment on account of principal, premium, if any, interest or any other amounts is made on this DebentureNote, and (B) in any such proceedings, any payment that may be payable or deliverable in respect of this Debenture Note shall be paid to the holders of the Senior Debt or their representatives, unless and until the principal of, premium, if any, interest and other amounts due or to become due on all such Senior Debt shall have been Paid in Full; PROVIDED, HOWEVER, that in the event that such payment consists solely of shares of stock or securities of the Company as reorganized the payment of which is subordinated, at least to the same extent as the DebentureNote, to the payment of all Senior Debt and such payment is authorized by an order or decree made by a court of competent jurisdiction in a reorganization proceeding under any applicable law pursuant to a plan of reorganization and the rights of the holders of Senior Debt are not impaired or otherwise altered adversely by such reorganization or adjustment, no such payment shall be required hereby to be made to the holders of the Senior Debt or their representatives.

Payment Upon Dissolution, Etc. (ia) In the event of (x) any insolvency or bankruptcy proceedingsbankruptcy, or any insolvency, reorganization, receivership, liquidationcomposition, 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 winding up of the Company whether total or partial, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy proceedings or (z) any assignment for the benefit of creditors or other similar proceeding initiated by or against the Company or any marshalling dissolution or winding up or total or partial liquidation or reorganization of the material assets or material liabilities of the Company, then, and in any such event Company (collectively, being hereinafter referred to as a "LIQUIDATION EVENTProceeding"), (A) all claims of the holders holder of all Senior Debt the Note in such Proceeding shall first be entitled to receive Payment in Full of all principaldeemed assigned, premiumpro rata, if any, interest and other amounts due or to become due on the Senior Debt (including, without limitation, any interest and charges accruing thereon in any such proceeding, notwithstanding any law to the contrary) before any payment on account of principal, premium, if any, interest or any other amounts is made on this Debenture, and (B) in any such proceedings, any payment that may be payable or deliverable in respect of this Debenture shall be paid to the then holders of the Senior Debt or their representatives, unless and until Indebtedness on the principal of, premium, if any, interest and other basis of the respective amounts due or to become due on all of such Senior Debt shall have been Paid Indebtedness held by such holder, and the holder of the Note hereby agrees to execute all documents that such holders request in Full; order to evidence such assignment, PROVIDED, HOWEVER, that such assignment shall terminate upon receipt by such holders of payment in the event that such payment consists solely full of shares of stock or securities all of the Company as reorganized Senior Indebtedness. While such assignment is in effect, the payment of which is subordinated, at least to the same extent as the Debenture, to the payment of all Senior Debt and such payment is authorized by an order or decree made by a court of competent jurisdiction in a reorganization proceeding under any applicable law pursuant to a plan of reorganization and the rights of the holders of Senior Debt are not impaired or otherwise altered adversely by such reorganization or adjustment, no such payment shall be required hereby to be made to the then holders of the Senior Debt Indebtedness shall have the exclusive right to exercise all rights of the holder of the Note arising from their claims in the Proceeding, including but not limited to the right to vote for a trustee and to accept or reject a proposed plan of reorganization or composition, and the holder of the Note hereby agrees to execute all documents requested by the then holders of the Senior Indebtedness in order to exercise any such rights whether (at the sole discretion of such holders) in the holder's own name or in the name of the holder of the Note. While such assignment is in effect, the holder of the Note also agree that it shall, upon request, and at their representativesown expense take all reasonable actions (including but not limited to the execution and filing of documents and the giving of testimony in any Proceeding, whether or not such testimony could have been compelled by process) necessary to prove the full amount of all its claims in any Proceeding, and the holder of the Note shall not expressly, by implication or by inaction waive any claim in any Proceeding without the written consent of such holder.

Payment Upon Dissolution, Etc. (i) In the event of (x) any insolvency or bankruptcy proceedingsAny bankruptcy, or any insolvency, reorganization, receivership, liquidationcomposition, 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 winding up of the Company whether total or partial, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy proceedings or (z) any assignment for the benefit of creditors or other similar proceeding initiated by or against the Company or any marshalling dissolution or winding up or total or partial liquidation or reorganization of the material Company is hereinafter referred to as a "Proceeding". Upon payment or distribution to creditors in a Proceeding of assets or material liabilities of the CompanyCompany of any kind or character, thenwhether in cash, property or securities, all principal and interest (including any interest accruing after the commencement of the Proceeding, whether or not allowable), and in any such event (collectively, a "LIQUIDATION EVENT"), (A) or all other amounts payable to the holders of all Senior Debt Indebtedness under the Senior Indebtedness, due upon any Senior Indebtedness shall first be paid in full, or payment thereof in full duly provided for, before any holders of the Notes shall be entitled to receive Payment in Full of all principal, premiumor, if anyreceived, interest and other amounts due or to become due on the Senior Debt (including, without limitation, any interest and charges accruing thereon in any such proceeding, notwithstanding any law to the contrary) before retain any payment or distribution on account of principal, premium, if any, interest or any other amounts is made on this Debenture, the Notes; and (B) in upon any such proceedingsProceeding, any payment that may or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which any holders of the Notes would be payable or deliverable in respect entitled except for the provisions of this Debenture 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 any holders of the Notes who shall have received such payment or distribution, directly to the holders of the Senior Debt 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, unless and until representatives to the principal of, premium, if any, interest and other amounts due or extent necessary to become due on pay all such Senior Debt shall have been Paid Indebtedness in Full; PROVIDED, HOWEVER, that in the event that such full after giving effect to any concurrent payment consists solely of shares of stock or securities of the Company as reorganized the payment of which is subordinated, at least distribution to the same extent as the Debenture, to the payment of all Senior Debt and such payment is authorized by an order or decree made by a court of competent jurisdiction in a reorganization proceeding under any applicable law pursuant to a plan of reorganization and the rights of for the holders of such Senior Debt are not impaired Indebtedness, before any payment or otherwise altered adversely by such reorganization or adjustmentdistribution is made to any holders of the Notes. In the event of any Proceeding, no such payment the holders of Notes shall be required hereby entitled to be made paid one hundred percent (100%) of the principal amount thereof and accrued interest thereon (including any interest accruing after the commencement of the Proceeding, whether or not allowable), and any or all other amounts payable to the holders of the Senior Debt Notes under the Notes, before any distribution of assets shall be made among the holders of debt subordinated to the Notes or any class of shares of the capital stock of the Company in their representativescapacities as holders of such shares.

Payment Upon Dissolution, Etc. (i) In the event Upon payment or distribution to creditors in a Proceeding 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 winding up assets of the Company whether total of any kind or partialcharacter, whether voluntary in cash, property or involuntary securities, all principal and whether interest due upon any Senior Indebtedness shall first be paid in full, or not involving insolvency or bankruptcy proceedings or (z) payment thereof in full duly provided for, before any assignment for the benefit of creditors or any marshalling holders of the material assets or material liabilities of the Company, then, and in any such event (collectively, a "LIQUIDATION EVENT"), (A) the holders of all Senior Debt Notes shall first be entitled to receive Payment in Full of all principal, premiumor, if anyreceived, interest and other amounts due or to become due on the Senior Debt (including, without limitation, any interest and charges accruing thereon in any such proceeding, notwithstanding any law to the contrary) before retain any payment or distribution on account of principal, premium, if any, interest or any other amounts is made on this Debenture, the Notes; and (B) in upon any such proceedingsProceeding, any payment that may or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which any holders of the Notes would be payable or deliverable in respect entitled except for the provisions of this Debenture Section 10 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 any holders of the Notes who shall have received such payment or distribution, directly to the holders of the Senior Debt 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, unless and until representatives to the principal of, premium, if any, interest and other amounts due or extent necessary to become due on pay all such Senior Debt shall have been Paid Indebtedness in Full; PROVIDEDfull after giving effect to any concurrent payment or distribution to or for the holder of such Senior Indebtedness, HOWEVER, that in before any payment or distribution is made to any holders of the Notes. In the event that such of any Proceeding, the holders of the Notes shall be entitled to be paid one hundred percent (100%) of the principal amount thereof and accrued interest thereon after payment consists solely of the Senior Indebtedness, on a pari passu basis with the other creditors of the Company before any distribution of assets shall be made among the holders of any class of shares of the capital stock or securities of the Company in their capacities as reorganized the payment holders of which is subordinated, at least such shares or to the same extent as the Debenture, to the payment of all Senior Debt and such payment is authorized by an order or decree made by a court of competent jurisdiction in a reorganization proceeding under any applicable law pursuant to a plan of reorganization and the rights creditors of the holders of Senior Debt are not impaired or otherwise altered adversely by such reorganization or adjustment, no such payment shall be required hereby to be made Company subordinated to the holders of the Senior Debt or their representativesNotes.

Payment Upon Dissolution, Etc. (i) In the event of (xa) any insolvency or bankruptcy proceedings, case or any receivership, liquidation, reorganization or other similar proceedings proceeding in connection therewith, relative to the Company Partnership or to its creditors, creditors as such, or to its assets, or (yb) the any liquidation, receivership, dissolution or other winding up of the Company Partnership, whether total partial or partial, complete and whether voluntary or involuntary and whether or not involving insolvency or bankruptcy proceedings or (zc) any assignment for the benefit of creditors or any marshalling other marshaling of the material assets or material and liabilities of the CompanyPartnership, then, then and in any such event (collectivelythe Bank Senior Lenders, a "LIQUIDATION EVENT")the Capital Markets Senior Lenders, (A) the holders of all Oil Payment Insurers, the Oil Payment Insurers Administrative Agent, the Collateral Trustee, the Bank Senior Debt Lenders Administrative Agent, the Capital Markets Trustee or any other Applicable Agent shall first be entitled to receive Payment payment in Full full of all principal, premium, if any, interest and other amounts due or to become due on the or in respect of all Senior Debt (includingObligations or Oil Payment Reimbursement Obligations or both, without limitationas the case may be, under the Financing Documents before any interest and charges accruing thereon in any such proceeding, notwithstanding any law of the Subordinated Lenders shall be entitled to the contrary) before receive any payment on account of the Subordinated Debt (whether in respect of principal, interest premium, if anyfees, interest indemnities, commissions or any other amounts is made on this Debenture, otherwise) and (B) in any such proceedingsto that end, any payment that or distribution of any kind or character, whether in cash, property or securities which may be payable or deliverable in respect of this Debenture the Subordinated Debt in any such case, proceeding, dissolution, liquidation or other winding up or event shall instead be paid or delivered to the holders of the Secured Parties for application to Senior Debt Obligations and Oil Payment Reimbursement Obligations, whether or their representativesnot due, unless and until the principal of, premium, if any, interest and other amounts due or to become due on all such Senior Debt Obligations and Oil Payment Reimbursement Obligations shall have first been Paid fully paid and satisfied in Full; PROVIDED, HOWEVER, that in the event that such payment consists solely of shares of stock or securities of the Company as reorganized the payment of which is subordinated, at least to the same extent as the Debenture, to the payment of all Senior Debt and such payment is authorized by an order or decree made by a court of competent jurisdiction in a reorganization proceeding under any applicable law pursuant to a plan of reorganization and the rights of the holders of Senior Debt are not impaired or otherwise altered adversely by such reorganization or adjustment, no such payment shall be required hereby to be made to the holders of the Senior Debt or their representativescash.

Payment Upon Dissolution, Etc. (i) In the event Upon payment or distribution 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 winding up 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 partialpartial liquidation or reorganization of the Company, whether voluntary or involuntary involuntary, in bankruptcy, insolvency, receivership or other proceedings, all principal and whether interest due upon any Senior Indebtedness and other sums due under the instrument under which the same is outstanding shall first be paid in full, or not involving insolvency or bankruptcy proceedings or (z) payment thereof in full duly provided for, before any assignment for the benefit of creditors or any marshalling holders of the material assets or material liabilities of the Company, then, and in any such event (collectively, a "LIQUIDATION EVENT"), (A) the holders of all Senior Debt Debentures shall first be entitled to receive Payment in Full of all principal, premiumor, if anyreceived, interest and other amounts due or to become due on the Senior Debt (including, without limitation, any interest and charges accruing thereon in any such proceeding, notwithstanding any law to the contrary) before retain any payment or distribution on account of principal, premium, if any, interest or any other amounts is made on this Debenture, the Debentures; and (B) in upon any such proceedingsdissolution or winding-up or liquidation or reorganization, any payment that may or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which any holders of the Debentures would be payable or deliverable in respect entitled except for the provisions of this Debenture Article 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 any holders of the Debentures who shall have received such payment or distribution, directly to the holders of the Senior Debt 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, unless and until representatives to the principal of, premium, if any, interest and other amounts due or extent necessary to become due on pay all such Senior Debt shall have been Paid Indebtedness in Full; PROVIDEDfull after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, HOWEVER, that in before any payment or distribution is made to any holders of the Debentures. In the event that of any such payment consists solely dissolution, winding-up, liquidation or reorganization of the Company, the holders of the Debentures shall be entitled to be paid 100% of the principal amount thereof and accrued interest thereon before any distribution of assets shall be made among the holders of any class of shares of the capital stock of the Company in their capacities as holders of such shares. For purposes of this Section 1.3, the words "assets" and the phrase "cash, property or securities" shall not be deemed to include shares of Common Stock (as defined below) of the Company as reorganized or readjusted, or securities of the Company as reorganized or any other person provided for by a plan of reorganization or readjustment, the payment of which is subordinated, subordinated at least to the same extent as provided in this Article 1 with respect to the Debenture, Debentures to the payment of all Senior Debt Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new person, if any, resulting from any such reorganization or readjustment, and such payment is authorized by an order or decree made by a court of competent jurisdiction in a reorganization proceeding under any applicable law pursuant to a plan of reorganization and (ii) the rights of the holders of Senior Debt Indebtedness are not impaired or otherwise not, without the consent of such holders, altered adversely by such reorganization or adjustment, no such payment shall be required hereby to be made to the holders of the Senior Debt or their representativesreadjustment.

Payment Upon Dissolution, Etc. (i) In the event of (x) any insolvency or bankruptcy proceedingsbankruptcy, or any insolvency, reorganization, receivership, liquidation, reorganization composition of all 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 winding up substantially all creditors of the Company whether total or partialCompany, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy proceedings or (z) any assignment for the benefit of creditors or other similar proceeding initiated by or against the Company or any marshalling dissolution or winding up or total or partial liquidation of the material assets or material liabilities substantially all of the Company, then, and in any such event 's assets or reorganization of the Company (collectively, being hereinafter referred to as a "LIQUIDATION EVENTProceeding"), (A) the holders all claims of all Senior Debt shall first be entitled to receive Payment in Full of all principal, premium, if any, interest and other amounts due or to become due on the Senior Debt (including, without limitation, any interest and charges accruing thereon in any such proceeding, notwithstanding any law to the contrary) before any payment on account of principal, premium, if any, interest or any other amounts is made on this Debenture, and (B) in any such proceedings, any payment that may be payable or deliverable in respect of this Debenture shall be paid to the holders of the Senior Debt or their representativesright to Payments in such Proceeding shall be deemed assigned, unless and until the principal of, premium, if any, interest and other amounts due or to become due on all such Senior Debt shall have been Paid in Full; PROVIDED, HOWEVER, that in the event that such payment consists solely of shares of stock or securities of the Company as reorganized the payment of which is subordinated, at least to the same extent as the Debenturepro rata, to the then holders of the Senior Indebtedness on the basis of the respective amounts of such Senior Indebtedness held by such holder, and the holders of the rights to Payments hereby agree to execute all documents that such holders request in order to evidence such assignment; provided, however, that such assignment shall terminate upon receipt by such holders of payment in full of all of the Senior Debt and Indebtedness. While such payment assignment is authorized by an order or decree made by a court in effect, the then holders of competent jurisdiction in a reorganization proceeding under any applicable law pursuant the Senior Indebtedness shall have the exclusive right to a plan of reorganization and the exercise all rights of the holders of Senior Debt are the right to Payments arising from their claims in the Proceeding, including but not impaired limited to the right to vote for a trustee and to accept or otherwise altered adversely by such reject a proposed plan of reorganization or adjustmentcomposition, no such payment shall be required hereby to be made to and the holders of the right to Payments hereby agree to execute all documents requested by the then holders of the Senior Debt Indebtedness in order to exercise any such rights whether (at the sole discretion of such holders) in the holder's own name or in the name of the holders of the right to Payments. While such assignment is in effect, the holders of the right to Payments also agree that they shall, upon request, and at their representativesown expense take all reasonable actions (including but not limited to the execution and filing of documents and the giving of testimony in any Proceeding, whether or not such testimony could have been compelled by process) necessary to prove the full amount of all their claims in any GWC /s/ GWC WFM /s/ WFM JLM /s/ JLM Proceeding, and the holders of the right to Payments shall not expressly, by implication or by inaction waive any claim in any Proceeding without the written consent of such holder.

Payment Upon Dissolution, Etc. (i) In the event Upon payment or distribution 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 winding up ------------------------------ 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 partialpartial liquidation or reorganization of the Company, whether voluntary or involuntary involuntary, in bankruptcy, insolvency, receivership or other proceedings, all principal and whether or not involving insolvency or bankruptcy proceedings or (z) interest, together with all other payment obligations under, due upon any assignment for the benefit of creditors or any marshalling of the material assets or material liabilities of the Company, then, and in any such event (collectively, a "LIQUIDATION EVENT"), (A) the holders of all Senior Debt Indebtedness shall first be paid in full, or payment thereof in full duly provided for, before Univision shall be entitled to receive Payment in Full of all principal, premiumor, if anyreceived, interest and other amounts due or to become due on the Senior Debt (including, without limitation, any interest and charges accruing thereon in any such proceeding, notwithstanding any law to the contrary) before retain any payment or distribution on account of principal, premium, if any, interest or any other amounts is made on this Debenture, Note; and (B) in upon any such proceedingsdissolution or winding-up or liquidation or reorganization, any payment that may or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which Univision would be payable or deliverable in respect entitled except for the provisions of this Debenture 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 Debt 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, unless and until representatives to the principal of, premium, if any, interest and other amounts due or extent necessary to become due on pay all such Senior Debt shall have been Paid Indebtedness in Full; PROVIDEDfull after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, HOWEVER, that in before any payment or distribution is made to Univision. In the event that of any such payment consists solely dissolution, winding-up, liquidation or reorganization of shares the Company, Univision shall be entitled to be paid one hundred percent (100%) of stock 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 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, subordinated at least to the same extent as the Debenture, provided in this Section 1 with respect to this Note to the payment of all Senior Debt Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is -------- assumed by the new person, if any, resulting from any such reorganization or readjustment, and such payment is authorized by an order or decree made by a court of competent jurisdiction in a reorganization proceeding under any applicable law pursuant to a plan of reorganization and (ii) the rights of the holders of Senior Debt Indebtedness are not impaired or otherwise not, without the consent of such holders, altered adversely by such reorganization or adjustment, no such payment shall be required hereby to be made to the holders of the Senior Debt or their representativesreadjustment.

Payment Upon Dissolution, Etc. (i) In the event of (x) any insolvency or bankruptcy proceedingsbankruptcy, or any insolvency, reorganization, receivership, liquidationcomposition, 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 winding up of the Company whether total or partial, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy proceedings or (z) any assignment for the benefit of creditors or other similar proceeding initiated by or against the Maker or any marshalling dissolution or winding up or total or partial liquidation or reorganization of the material assets or material liabilities of the Company, then, and in any such event Maker (collectively, being hereinafter referred to as a "LIQUIDATION EVENTProceeding"), (A) all claims of the holders holder of all Senior Debt this Subordinated Note in such Proceeding shall first be entitled to receive Payment in Full of all principaldeemed assigned, premiumpro rata, if any, interest and other amounts due or to become due on the Senior Debt (including, without limitation, any interest and charges accruing thereon in any such proceeding, notwithstanding any law to the contrary) before any payment on account of principal, premium, if any, interest or any other amounts is made on this Debenture, and (B) in any such proceedings, any payment that may be payable or deliverable in respect of this Debenture shall be paid to the then holders of the Senior Debt or their representatives, unless and until Indebtedness on the principal of, premium, if any, interest and other basis of the respective amounts due or to become due on all of such Senior Debt shall have been Paid Indebtedness held by each such holder, and the holder of this Subordinated Note hereby agrees to execute all documents that such holders request in Fullorder to evidence such assignment; PROVIDEDprovided, HOWEVERhowever, that such assignment shall terminate upon receipt by such holders of payment in the event that such payment consists solely full of shares of stock or securities all of the Company as reorganized Senior Indebtedness. While such assignment is in effect, the payment of which is subordinated, at least to the same extent as the Debenture, to the payment of all Senior Debt and such payment is authorized by an order or decree made by a court of competent jurisdiction in a reorganization proceeding under any applicable law pursuant to a plan of reorganization and the rights of the holders of Senior Debt are not impaired or otherwise altered adversely by such reorganization or adjustment, no such payment shall be required hereby to be made to the then holders of the Senior Debt Indebtedness shall have the exclusive right to exercise all rights of the holder of this Subordinated Note arising from its claims in the Proceeding, including but not limited to the right to vote for a trustee and to accept or their representativesreject a proposed plan of reorganization or composition, and the holder of this Subordinated Note hereby agrees to execute all documents reasonably requested by the then holders of the Senior Indebtedness in order to exercise any such rights whether (at the sole discretion of such holders) in the holder's own name or in the name of the holder of this Subordinated Note. While such assignment is in effect, any holder of this Subordinated Note also agrees that it shall, upon request, and at its own expense take all reasonable actions (including but not limited to the execution and filing of documents and the giving of testimony in any Proceeding, whether or not such testimony could have been compelled by process) necessary to prove the full amount of all its claims in any Proceeding, and any holder of this Subordinated Note shall not expressly, by implication or by inaction waive any claim in any Proceeding without the written consent of such holders of Senior Indebtedness.

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 Corporation or to its creditors, as such, or to its assets, assets or (y) the dissolution or other winding up of the Company whether total or partialCorporation, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy proceedings proceedings, or (z) any assignment for the benefit of creditors or any marshalling of the material assets or material liabilities of the CompanyCorporation (each a "Liquidation Event"), then, and in any such event (collectivelyevent, a "LIQUIDATION EVENT"), (A) the holders Holder of all Senior Debt this Debenture shall first be entitled to receive Payment in Full of all principal, premium, if any, interest and other amounts due or to become due on the Senior Debt this Debenture (including, without limitation, any interest and charges accruing thereon in any such proceeding, notwithstanding any law to the contrary) before any payment on account of principal, premium, if any, interest interest, dividends or any other amounts is made on this Debenturethe Junior Securities (as defined below). In the event that upon the occurrence of a Liquidation Event, and (B) in any such proceedings, any payment that may be payable or deliverable in respect the assets available for distribution to the Holder of this Debenture shall be paid to and the holders of the Senior Debt or their representatives, unless and until the principal ofPari Passu Securities (as defined below) are insufficient to pay all principal, premium, if any, interest and other amounts due or to become due on all the this Debenture (including, without limitation, any interest and charges accruing thereon in any such Senior Debt shall have been Paid in Full; PROVIDEDproceeding, HOWEVERnotwithstanding any law to the contrary) and on the Pari Passu Securities, that in the event that such payment consists solely of shares of stock or securities entire assets of the Company as reorganized Corporation shall be distributed ratably among the payment Holder of which is subordinated, at least to the same extent as the Debenture, to the payment of all Senior Debt this Debenture and such payment is authorized by an order or decree made by a court of competent jurisdiction in a reorganization proceeding under any applicable law pursuant to a plan of reorganization and the rights of the holders of Senior Debt are not impaired or otherwise altered adversely by such reorganization or adjustment, no such payment shall be required hereby to be made Pari Passu Securities in proportion to the holders of ratio that the Senior Debt or their representativesamount so payable on each such security bears to the aggregate preferential amount payable on all such shares.