Common use of Payment Upon Dissolution, Etc Clause in Contracts

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 outstanding; provided that (i) the Senior Indebtedness is assumed -------- by the new person, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment.

Payment Upon Dissolution, Etc. Upon payment (i) In the event of (x) any insolvency or distribution of ------------------------------ assets 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 of any kind whether total or characterpartial, whether in cash, property voluntary or securities, to involuntary and whether or not involving insolvency or bankruptcy proceedings or (z) any assignment for the benefit of creditors upon or any dissolution marshalling of the material assets or winding-up or total or partial liquidation or reorganization material liabilities of the Company, whether voluntary or involuntarythen, and in bankruptcyany such event (collectively, insolvencya "LIQUIDATION EVENT"), receivership or other proceedings, (A) the holders of all principal and interest, together with all other payment obligations under, due upon any Senior Indebtedness Debt shall first be paid in full, or payment thereof in full duly provided for, before Univision shall be entitled to receive orPayment in Full of all principal, premium, if receivedany, interest and other amounts due or to retain 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 or distribution on account of principal, premium, if any, interest or any other amounts is made on this Note; Debenture, and upon (B) in any such dissolution or winding-up or liquidation or reorganizationproceedings, any payment that may be payable or distribution of assets of the Company of any kind or character, whether deliverable in cash, property or securities, to which Univision would be entitled except for the provisions respect of this Section 1 Debenture 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) Debt or their representatives representatives, unless and until the principal of, premium, if any, interest and other amounts due or to the extent necessary to pay become due on all such Senior Indebtedness Debt shall have been Paid in full 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. (ii) In the event that any such payment shall be received by the Holder in violation of the subordination provisions hereof before all Senior Debt is Paid in Full, such payment or distribution shall be received and held in trust for and shall be paid over to the holders of all Senior Debt remaining unpaid, or their representatives, until such Senior Debt shall have been Paid in Full, after giving effect to any concurrent payment or distribution or provision thereof 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 outstanding; provided that (i) the Senior Indebtedness is assumed -------- by the new person, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustmentDebt.

Payment Upon Dissolution, Etc. (a) 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 of the Company (being hereinafter referred to as a "Proceeding"), each holder of a Note, by his or her acceptance thereof, agrees that such holder shall, upon request of a holder of Senior Indebtedness, and at such holder's 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 their claims in any Proceeding, and the Noteholders shall not waive any claim in any Proceeding without the written consent of such Holder. (b) Upon payment or distribution to creditors in a Proceeding 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, interest due upon any Senior Indebtedness shall first be paid in full, or payment thereof in full duly provided for, before Univision any Holders of the Notes shall be entitled to receive or, if received, to retain any payment or distribution on account of this Note; the Notes, and upon any such dissolution or winding-up or liquidation or reorganizationProceeding, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which Univision any Holders of the Notes would be entitled except for the provisions of this Section 1 Article IV shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person Person making such payment or distribution, or by Univision if it any holders of the Notes 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 Univision. In the event of any such dissolution, winding-up, liquidation or reorganization holders 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 outstanding; provided that (i) the Senior Indebtedness is assumed -------- by the new person, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustmentNotes.

Payment Upon Dissolution, Etc. (a) 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 of the Company (being hereinafter referred to as a "Proceeding"), each holder of a Note, by his or her acceptance thereof, agrees that such holder shall, upon request of a holder of Senior Indebtedness, and at such holder's 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 their claims in any Proceeding, and the Noteholders shall not waive any claim in any Proceeding without the written consent of such holder. If the Trustee or the holder of a Note does not file a proper proof of claim or proof of debt in the form required in any proceeding referred to in this paragraph (a) of Section 4.3 at least thirty (30) days before the expiration of the time to file such claim, the holders of any Senior Indebtedness or their Representatives are hereby authorized to file an appropriate claim for and on behalf of the holders of the Notes. (b) The Trustee and the holders of the Notes shall retain the right to vote and otherwise act with respect to the claims under their Notes (including, without limitation, the right to vote to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension); provided that the Trustee or any holder of the Notes shall not vote with respect to any such plan or take any other action in any way so as to (i) contest the validity of any Senior Facility or any collateral therefor or guaranties thereof, (ii) contest the relative rights and duties of any of the lenders under or the Representatives of the Senior Facility established in any instruments or agreement creating or evidencing the Senior Facility with respect to any of such collateral or guaranties, or (iii) contest the Trustee's and the holders' obligations and agreements set forth in this Section 4.3. (c) Upon payment or distribution to creditors in a Proceeding 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, interest due upon any Senior Indebtedness shall first be paid in full, or payment thereof in full duly provided for, before Univision any holders of the Notes shall be entitled to receive or, if received, to retain any payment or distribution on account of this Note; the Notes, and upon any such dissolution or winding-up or liquidation or reorganizationProceeding, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which Univision any holders of the Notes would be entitled except for the provisions of this Section 1 Article IV shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person Person making such payment or distribution, or by Univision if it any holders of the Notes 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 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 holders 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 outstanding; provided that (i) the Senior Indebtedness is assumed -------- by the new person, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustmentNotes.

Payment Upon Dissolution, Etc. (i) In the event of any bankruptcy, insolvency, reorganization, receivership, composition, assignment for benefit of creditors or other similar proceeding initiated by or against the Maker or any dissolution or winding up or total or partial liquidation or reorganization of the Maker (being hereinafter referred to as a "Proceeding"), all claims of the holder of this Subordinated Note in such Proceeding shall be deemed assigned, pro rata, to the then holders of the Senior Indebtedness on the basis of the respective amounts of such Senior Indebtedness held by each such holder, and the holder of this Subordinated Note hereby agrees 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 Indebtedness. While such assignment is in effect, the then holders of the Senior 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 reject 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. (ii) Upon payment or distribution to creditors in a Proceeding of ------------------------------ assets of the Company Maker 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, interest due upon any Senior Indebtedness shall first be paid in full, or payment thereof in full duly provided for, before Univision any holder of this Subordinated Note shall be entitled to receive or, if received, to retain any payment or distribution on account of this Subordinated Note; and upon any such dissolution or winding-up or liquidation or reorganizationProceeding, any payment or distribution of assets of the Company Maker of any kind or character, whether in cash, property or securities, to which Univision any holder of this Subordinated Note would be entitled except for the provisions of this Section 1 shall be paid by the Company Maker or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, or by Univision if it any holder of this Subordinated Note 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 Univisionany holder of this Subordinated Note. In the event of any such dissolutionProceeding, winding-up, liquidation or reorganization the holder of the Company, Univision this Subordinated Note shall be entitled to be paid one hundred percent (100%) of the outstanding principal amount hereof and accrued interest hereon and all reasonable fees and costs due in connection herewith before any distribution of assets shall be made among the holders of any class of Membership Units shares of the Company capital stock of the Maker in their capacities as holders of such Membership Units. shares. (iii) For purposes of this paragraph (bSection 1(c), the words "assets" and "cash, property or securities" shall not be deemed to include Membership Units shares of Common Stock of the Company Maker as reorganized or readjusted, or Membership Units securities of the Company Maker 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 Subordinated Note to the payment of all Senior Indebtedness which may at the time be outstanding; provided that , if (ix) the Senior Indebtedness is assumed -------- by the new personentity, if any, resulting from any such reorganization or readjustment, and (iiy) the rights of the holders of the Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment.

Payment Upon Dissolution, Etc. (i) In the event of any bankruptcy, insolvency, reorganization, receivership, composition of all or substantially all creditors of the Company, 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 of substantially all of the Company's assets or reorganization of the Company (being hereinafter referred to as a "Proceeding"), all claims of the holders of the right to Payments in such Proceeding shall be deemed assigned, pro 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 Indebtedness. While such assignment is in effect, the then holders of the Senior Indebtedness shall have the exclusive right to exercise all rights of the holders of the right to Payments 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 holders of the right to Payments hereby agree 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 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 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 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. (ii) Upon payment or distribution to creditors in a Proceeding 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, interest due upon any Senior Indebtedness shall first be paid in fullfull in cash, or payment thereof in full duly provided for, before Univision any holders of the right to Payments shall be entitled to receive or, if received, to retain any payment or distribution on account of this Notethe right to Payments; and upon any such dissolution or winding-up or liquidation or reorganizationProceeding, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which Univision any holders of the right to Payments would be entitled except for the provisions of this Section 1 Exhibit 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 any holders of the right to Payments 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 Univisionany holders of the right to Payments. In the event of any such dissolutionProceeding, winding-up, liquidation or reorganization the holders of the Company, Univision right to Payments shall be entitled to be paid one hundred percent (100%) of the outstanding principal amount hereof thereof and accrued interest hereon thereon before any distribution of assets shall be made among the holders of any class of Membership Units shares of the capital stock 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 outstanding; provided that (i) the Senior Indebtedness is assumed -------- by the new person, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustmentshares.

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 outstanding; provided that (i) the Senior Indebtedness is -------- assumed -------- by the new person, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment.

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, 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 payment thereof in full duly provided for, before Univision any holders of the Debentures shall be entitled to receive or, if received, to retain any payment or distribution on account of this Notethe Debentures; 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 any holders of the Debentures would be entitled except for the provisions of this Section 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 Univision if it any holders of the Debentures 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 Univisionany holders of the Debentures. In the event of any such dissolution, winding-up, liquidation or reorganization of the Company, Univision the holders of the Debentures shall be entitled to be paid one hundred percent (100%) % of the outstanding principal amount hereof thereof and accrued interest hereon thereon before any distribution of assets shall be made among the holders of any class of Membership Units shares of the capital stock of the Company in their capacities as holders of such Membership Unitsshares. For purposes of this paragraph (b)Section 1.3, the words "assets" and the phrase "cash, property or securities" shall not be deemed to include Membership Units shares of Common Stock (as defined below) of the Company as reorganized or readjusted, or Membership Units securities 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 Article 1 with respect to this Note the Debentures to the payment of all Senior 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 (ii) the rights of the holders of Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment.

Payment Upon Dissolution, Etc. Upon payment or distribution (a) Without in any way limiting the provisions of ------------------------------ assets Section 2.02, upon the occurrence of any Bankruptcy Event in respect 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 Borrower: (i) the Company, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or other proceedings, all principal Subordinated Lender and interest, together with all other payment obligations under, due upon any Borrower agree that: (A) the Senior Indebtedness shall first be paid in full, or payment thereof in full duly provided for, before Univision Lender shall be entitled to receive or, if received, payment in full of all amounts due or to retain become due on or in respect of all of the Senior Obligations before the Subordinated Lender shall be entitled to receive any payment or distribution on account of this Notethe Subordinated Obligations (whether in respect of principal, interest, premium, fees, indemnities, commissions, or otherwise); and upon any such dissolution or winding-up or liquidation or reorganization, and (B) any payment or distribution of assets of the Company Borrower of any kind or character, whether in cash, property or securities, to which Univision Subordinated Lender would be entitled except for the provisions of this Section 1 entitled, shall be paid or delivered by the Company Borrower, or by any receiver, trustee in bankruptcy, liquidating trustee, disbursing agent or other person Person making such payment or distribution, or by Univision if it shall have received such payment or distribution, directly to the holders Senior Lender for application against the Senior Obligations (in accordance with the terms 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 Loan Documents), 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 all Senior IndebtednessObligations, 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 to Subordinated Lender, and (x) Subordinated Lender hereby unconditionally authorizes, empowers and directs all trustees, receivers, custodians, conservators, or any other Persons having authority over the holders property of the Borrower to effect delivery of all such payments and distributions to the Senior Lender and (y) Subordinated Lender agrees to execute and deliver to the Senior Lender such further instruments as may be requested by the Senior Lender to confirm the authorization referred to in the foregoing clause (x); and (ii) the Subordinated Lender irrevocably authorizes and empowers the Senior Lender to: (A) demand, sxx for, collect and receive every payment or distribution on account of any class of Membership Units of the Company Subordinated Obligations payable or deliverable in their capacities connection with such event or proceeding, until the Senior Obligations are paid in full, and give acquittance therefor; and (B) file claims and proofs of claim in any such Bankruptcy Proceeding and take such other actions, in its own name, or in the name of the Subordinated Lender or otherwise, as holders the Senior Lender may deem necessary or advisable for the enforcement of such Membership Units. For purposes the provisions of this paragraph Agreement; and, in furtherance thereof, the Subordinated Lender shall execute and deliver such powers of attorney, assignments or proofs of claim or other instruments as the Senior Lender may request; provided that, in each case, the foregoing authorization and empowerment imposes no obligation on the Senior Lender to take any such action. (b)) If any payment or distribution, the words "assets" and "cashwhether consisting of money, property or securities" , shall not be deemed to include Membership Units collected or received by or come into the custody, control or possession of the Company as reorganized or readjusted, or Membership Units Subordinated Lender in respect of the Company or any other person provided for by a plan of reorganization or readjustmentSubordinated Debt, the payment of which is subordinated at least Subordinated Lender shall forthwith deliver the same to the extent provided Senior Lender for application against the Senior Obligations, in this Section 1 with respect the exact form received, duly endorsed to this Note the Senior Lender, if required, in each case to be applied to the payment or prepayment of all the applicable Senior Indebtedness which may at Obligations in accordance with the time terms of the applicable Senior Loan Documents until such Senior Obligations are paid in full. Until so delivered, such payment or distribution shall be outstanding; provided that (i) held in trust by the Subordinated Lender as the property of the Senior Indebtedness is assumed -------- Lender, segregated from other funds and property held by the new person, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustmentSubordinated Lender.

Payment Upon Dissolution, Etc. (i) 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 of the Company is hereinafter referred to as a "Proceeding". Upon payment or distribution to creditors in a Proceeding 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 interestinterest (including any interest accruing after the commencement of the Proceeding, together with whether or not allowable), and any or all other payment obligations underamounts payable to the holders of Senior 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 Univision any holders of the Notes shall be entitled to receive or, if received, to retain any payment or distribution on account of this Notethe Notes; and upon any such dissolution or winding-up or liquidation or reorganizationProceeding, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which Univision any holders of the Notes 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 any holders of the Notes 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 Univisionany holders of the Notes. In the event of any such dissolutionProceeding, winding-up, liquidation or reorganization the holders of the Company, Univision Notes shall be entitled to be paid one hundred percent (100%) of the outstanding principal amount hereof thereof and accrued interest hereon 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 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 Membership Units shares of the capital stock of the Company in their capacities as holders of such Membership Units. shares. (ii) The holders of the Notes also agree that they shall take all reasonable actions necessary to file and prove the full amount of all their claims in any Proceeding, and the holders of the Notes shall not expressly, by implication or by inaction waive any claim in any Proceeding without the written consent of such holders of Senior Indebtedness. (iii) For purposes of this paragraph (bSection 1(d), the words "assets" and "cash, property or securities" shall not be deemed to include Membership Units shares of Common Stock of the Company as reorganized or readjusted, or Membership Units securities 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 the Notes to the payment of all Senior Indebtedness which may at the time be outstanding; provided that , if (ix) the Senior Indebtedness is assumed -------- by the new person, if any, resulting from any such reorganization or readjustment, and (iiy) the rights of the holders of Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment.

Payment Upon Dissolution, Etc. Upon payment In the event of any bankruptcy, insolvency, reorganization, receivership, composition, assignment for benefit of creditors or distribution of ------------------------------ assets of other similar proceeding initiated by or against the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or other proceedingsCompany (being hereinafter referred to as a "Proceeding"), all principal and interest, together claims of the holder of this Note with all other payment obligations under, due upon any Senior Indebtedness shall first be paid respect to this Note in full, or payment thereof in full duly provided for, before Univision such Proceeding shall be entitled to receive ordeemed assigned, if receivedpro rata, 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 then 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 , and the holder of this Note hereby agrees 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 extent necessary to pay all Senior Indebtedness. While such assignment is in effect, the then holders of the Senior Indebtedness in full after giving effect shall have the exclusive right 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 exercise all rights 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 holder 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 Note arising from their claims with respect to this Note in the Proceeding, including but not limited to the payment right to vote for a trustee and to accept or reject a proposed plan of reorganization or composition, and the holder of this Note hereby agrees to execute all Senior Indebtedness which may at documents reasonably requested by the time be outstanding; provided that (i) then holders of the Senior Indebtedness is assumed -------- by the new person, if any, resulting from in order to exercise any such reorganization rights whether (at the sole discretion of such holders) in the holder's own name or readjustmentin 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 (iiincluding 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 rights full amount of all its claims in any Proceeding, and the holders holder of Senior Indebtedness are notthis 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 holders, altered by such reorganization or readjustmentholder.

Payment Upon Dissolution, Etc. (a) Upon any payment or distribution of ------------------------------ assets or securities of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary, involuntary or in bankruptcy, insolvency, receivership or other proceedings, all principal and interest, together with all other payment obligations under, amounts due or to become due upon any all Senior Indebtedness Obligations shall first be paid in full, in cash or payment thereof in full duly provided forCash Equivalents, before Univision the Holder shall be entitled to receive or, if received, to retain any payment or distribution by the Company on account of this NoteNote or any payment by the Company to acquire this Note for cash, property or securities, or any distribution with respect to this Note of any cash, property or securities; and provided, that in such event Holder shall be entitled to receive payments hereunder prior to any payment, distribution of assets or securities of the Company of any kind or character to the general or limited partners of the Company on account of their respective Partnership interests in the Company. Before any payment may be made by, or an behalf of, the Company on this Note upon any such dissolution or winding-up or dissolution, winding up, liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, to which Univision the Holder would be entitled except entitled, but for the provisions of this Section 1 9, shall be paid made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person similar Person making such payment or distribution, or by Univision the Holder if it shall have received such payment or distributionby the Holder, directly to the holders of Bank under the Credit Agreement, with the balance to be paid to any other Senior Indebtedness Creditors (pro rata to --- ---- each such holder on the basis of the respective amounts of such Senior Indebtedness Obligations held by such holderSenior Creditors) or their representatives representatives, as their respective interests appear, to the extent necessary to pay all such Senior Indebtedness Obligations in full full, in cash or Cash Equivalents, after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders Senior Creditors. (b) To the extent any payment in respect of the Senior Obligations (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver trustee in bankruptcy, liquidating trustee, agent or other similar Persons under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior IndebtednessObligations or, before part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent the obligation to repay any Senior Obligation is declared to be fraudulent, invalid, or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligations so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been affected) shall be deemed to be reinstated and outstanding as Senior Obligations for all purposes hereof as if such declaration, invalidity or setting aside had not occurred. (c) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, 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 securities of the Company of any kind or character, whether in cash, property or securities, shall be received by the Holder at a time when such payment or distribution is prohibited by Section 8.3(a) or 8.3(b) of this Note and before all obligations in respect of the Senior Obligations are paid in full, in cash or Cash Equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the Bank and any other Senior Creditors (pro rata on the basis of the respective amounts of Senior Obligations held by such Senior Creditors) or their capacities representatives, as holders their respective interests appear, for application to the payment of Senior Obligations remaining unpaid until all such Membership Units. Senior Obligations have been paid in full, in cash or Cash Equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the Senior Creditors. (d) For purposes of this paragraph (b), Section 8.3 the words "assets" and "cash, property or securities" shall not be deemed to include Membership Units (so long as the effect of this clause is not to cause this Note to be treated it any case or proceeding or similar event described in this Section 8.3 as part of the Company same class of claims as reorganized the Senior Obligations or readjustedany class of claims pari passu with, or Membership Units senior to, the Senior Obligations for any payment or distribution) securities of the Company or any other person corporation provided for by a plan of reorganization or readjustmentreadjustment that are subordinated, the payment of which is subordinated at least to the extent provided in this Section 1 with respect to this Note is subordinated, to the payment of all Senior Indebtedness which may at the time be Obligations then outstanding; provided that (i) the Senior Indebtedness is assumed -------- by the if a new person, if any, resulting corporation results from any such reorganization or readjustment, readjustment such corporation assumes the Senior Obligations and (ii) the rights of the holders of Senior Indebtedness Creditors are not, without the consent of such holderstheir consent, altered by such reorganization or readjustment.

Payment Upon Dissolution, Etc. Upon payment or distribution (a) Without in any way limiting the provisions of ------------------------------ assets Section 2.02, upon the occurrence of any Bankruptcy Event in respect 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 Borrower: (i) the Company, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or other proceedings, all principal Subordinated Lender and interest, together with all other payment obligations under, due upon any Borrower agree that: (A) the Senior Indebtedness shall first be paid in full, or payment thereof in full duly provided for, before Univision Lender shall be entitled to receive or, if received, payment in full of all amounts due or to retain become due on or in respect of all of the Senior Obligations before the Subordinated Lender shall be entitled to receive any payment or distribution on account of this Notethe Subordinated Obligations (whether in respect of principal, interest, premium, fees, indemnities, commissions, or otherwise); and upon any such dissolution or winding-up or liquidation or reorganization, and (B) any payment or distribution of assets of the Company Borrower of any kind or character, whether in cash, property or securities, to which Univision Subordinated Lender would be entitled except for the provisions of this Section 1 entitled, shall be paid or delivered by the Company Borrower, or by any receiver, trustee in bankruptcy, liquidating trustee, disbursing agent or other person Person making such payment or distribution, or by Univision if it shall have received such payment or distribution, directly to the holders Senior Lender for application against the Senior Obligations (in accordance with the terms 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 Loan Documents), 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 all Senior IndebtednessObligations, 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 to Subordinated Lender, and (x) Subordinated Lender hereby unconditionally authorizes, empowers and directs all trustees, receivers, custodians, conservators, or any other Persons having authority over the holders property of the Borrower to effect delivery of all such payments and distributions to the Senior Lender and (y) Subordinated Lender agrees to execute and deliver to the Senior Lender such further instruments as may be requested by the Senior Lender to confirm the authorization referred to in the foregoing clause (x); and (ii) the Subordinated Lender irrevocably authorizes and empowers the Senior Lender to: (A) demand, sxx for, collect and receive every payment or distribution on account of any class of Membership Units of the Company Subordinated Obligations payable or deliverable in their capacities connection with such event or proceeding, until the Senior Obligations are paid in full, and give acquittance therefor; and (B) file claims and proofs of claim in any such Bankruptcy Proceeding and take such other actions, in its own name, or in the name of the 6 Subordinated Lender or otherwise, as holders the Senior Lender may deem necessary or advisable for the enforcement of such Membership Units. For purposes the provisions of this paragraph Agreement; and, in furtherance thereof, the Subordinated Lender shall execute and deliver such powers of attorney, assignments or proofs of claim or other instruments as the Senior Lender may request; provided that, in each case, the foregoing authorization and empowerment imposes no obligation on the Senior Lender to take any such action. (b)) If any payment or distribution, the words "assets" and "cashwhether consisting of money, property or securities" , shall not be deemed to include Membership Units collected or received by or come into the custody, control or possession of the Company as reorganized or readjusted, or Membership Units Subordinated Lender in respect of the Company or any other person provided for by a plan of reorganization or readjustmentSubordinated Debt, the payment of which is subordinated at least Subordinated Lender shall forthwith deliver the same to the extent provided Senior Lender for application against the Senior Obligations, in this Section 1 with respect the exact form received, duly endorsed to this Note the Senior Lender, if required, in each case to be applied to the payment or prepayment of all the applicable Senior Indebtedness which may at Obligations in accordance with the time terms of the applicable Senior Loan Documents until such Senior Obligations are paid in full. Until so delivered, such payment or distribution shall be outstanding; provided that (i) held in trust by the Subordinated Lender as the property of the Senior Indebtedness is assumed -------- Lender, segregated from other funds and property held by the new person, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustmentSubordinated Lender.

Payment Upon Dissolution, Etc. Upon any payment or distribution of ------------------------------ assets or securities of the Company of any kind or character, whether in cash, property or securities, by way of set-off or otherwise of the Company (all such payments and distributions being referred to creditors collectively as "DISTRIBUTIONS"), ------------- upon any dissolution dissolution, winding up, liquidation (partial or winding-up or total or partial liquidation complete) or reorganization of the Company, Company (whether voluntary or involuntary, involuntary and whether in bankruptcy, insolvency, receivership or other proceedings, or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Company or otherwise), each of the Company and the Holder, by acceptance hereof, covenants and agrees that: (a) all principal and interest, together with all other payment obligations under, due upon any Senior Indebtedness Debt shall first be paid in full, or payment thereof provision made for such payment, in full duly provided foraccordance with the terms of such Senior Debt and the documents evidencing such Senior Debt (hereinafter, "SENIOR DEBT ----------- DOCUMENTS") 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 any Distribution is made --------- on account of any kind Subordinated Payments and before the Holder shall be entitled to retain any amounts so paid or character, whether distributed in cash, property respect thereof; (b) any payments or securities, distribution of any Distribution to which Univision the Holder would be entitled except for the provisions of this Section 1 Section, shall be paid or delivered by the Company or by any debtor, custodian, 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) Debt or their representative or representatives or to the trustee or agent under any Senior Debt Document, as their respective interests may appear, to the extent necessary to pay in full all Senior Debt remaining unpaid in accordance with the terms of such Senior Indebtedness in full Debt and the Senior Debt Documents, after giving effect to any concurrent payment or distribution to or for the holders of such Senior IndebtednessDebt, before any payment or distribution is made to Univision. In the Holder of this Note; and (c) in the event that, notwithstanding the foregoing, any payment or distribution of any Distribution shall be received by the Holder of this Note before all Senior Debt is paid in full, or provision made for the payment thereof, in accordance with the terms of such Senior Debt and the Senior Debt Documents, such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Senior Debt or their representative or representatives, or to the trustee or agent under any Senior Debt Document, as their respective interests may appear, to the extent necessary to pay in full all Senior Debt remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Debt. The Company shall give prompt written notice to the holders of the Convertible Notes of any dissolution, winding-winding up, total liquidation or reorganization of the CompanyCompany within the meaning of this Section 3.2. Upon any payment or distribution of assets of the Company referred to in this Section 3.2, Univision the holders of the Convertible Notes shall be entitled to be paid one hundred percent (100%) rely upon a certificate of the outstanding principal amount hereof and accrued interest hereon before any distribution trustee in bankruptcy, receiver, assignee for the benefit of assets shall be made among creditors or other liquidating agent making such payment or distribution, delivered to the holders of any class the Notes, for the purpose of Membership Units of ascertaining the Company persons entitled to participate in their capacities as such distribution, the 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 outstanding; provided that (i) the Senior Indebtedness is assumed -------- by the new person, if any, resulting from any such reorganization or readjustment, and (ii) the rights other indebtedness of the holders of Senior Indebtedness are notCompany, without the consent of such holdersamount thereof or payable thereon, altered by such reorganization the amount or readjustmentamounts paid or distributed thereon and all other facts pertinent thereto or to this Section 3.2.

Payment Upon Dissolution, Etc. Upon 6.1 Until the Termination Date, upon any payment or distribution of ------------------------------ all or substantially all assets or securities of any of the Company Borrowers of any kind or charactercharacter (other than dividend payments), whether in cash, property or securities, to creditors whether upon any dissolution or winding-winding up or total or partial liquidation or reorganization of any of the CompanyBorrowers, or otherwise, whether pursuant to the voluntary or involuntary, in involuntary bankruptcy, insolvency, receivership or other proceedings, (each such event a "Bankruptcy Event") all principal and interest, together with all other payment obligations under, amounts due or to become due upon any all Senior Indebtedness Obligations shall first be paid in full, or payment thereof in full duly provided for, before Univision Creditor shall be entitled to receive or, if received, to retain any payment or distribution on account of this Note; and Obligations of Borrowers to Creditor. Until the Termination Date, before any payment may be made by or on behalf of the Borrowers on Obligations of Borrowers to Creditor upon any such dissolution or winding-up or dissolution, winding up, liquidation or reorganizationreorganization or otherwise, any payment or distribution of assets or securities of any of the Company Borrowers of any kind or character, whether in cash, property or securities, to which Univision Creditor would be entitled except entitled, but for the provisions of this Section 1 6.1, shall be paid made by the Company Borrowers or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar person making such payment or distribution, or by Univision Creditor if it received by Creditor, directly to Lender under the Senior Loan Documents. 6.2 Until the Termination Date, to the extent any payment in respect of the Senior Obligations (whether by or on behalf of Borrowers, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar persons under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar person, the Senior Obligations or, part thereof originally intended to be satisfied shall have received be deemed to be reinstated and outstanding as if such payment had not occurred. Until the Termination Date, to the extent the obligation to repay Senior Obligations is declared to be fraudulent, invalid, or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligations so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been affected) shall be deemed to be reinstated and outstanding as Senior Obligations for all purposes hereof as if such declaration, invalidity or setting aside had not occurred. 6.3 Until the Termination Date, in the event that, notwithstanding any other provision of this Agreement prohibiting 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 assets or securities 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 Borrowers of any class of Membership Units of the Company kind or character, whether 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 received by any Creditor at a time when such payment or distribution is prohibited by this Agreement and before all obligations in respect of the Company as reorganized Senior Obligations are paid in full, such payment or readjusteddistribution shall be received and held in express trust for the benefit of, and shall, promptly after such Creditor's receipt thereof, be paid over or Membership Units of the Company or any other person provided delivered to, Lender 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 application to the payment of Senior Obligations remaining unpaid until all such Senior 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 (ii) the rights of the holders of Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustmentObligations have been paid in full.

Payment Upon Dissolution, Etc. Upon payment (i) In the event of (x) any insolvency or distribution of ------------------------------ 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 of any kind whether total or characterpartial, whether in cashvoluntary or involuntary and whether or not involving insolvency or bankruptcy proceedings, property or securities, to (z) any assignment for the benefit of creditors upon or any dissolution marshaling of the material assets or winding-up or total or partial liquidation or reorganization material liabilities of the Company, whether voluntary or involuntarythen, and in bankruptcyany such event, insolvency, receivership or other proceedings, (A) the holders of all principal and interest, together with all other payment obligations under, due upon any Senior Indebtedness Debt shall first be paid in full, or payment thereof in full duly provided for, before Univision shall be entitled to receive orPayment in Full of all principal, premium, if receivedany, interest and other amounts due or to retain 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 or distribution on account of principal, premium, if any, interest or any other amounts is made on this Note; , and upon (B) in any such dissolution or winding-up or liquidation or reorganizationproceedings, any payment that may be payable or distribution of assets of the Company of any kind or character, whether deliverable in cash, property or securities, to which Univision would be entitled except for the provisions respect of this Section 1 Note 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) Debt or their representatives representatives, unless and until the principal of, premium, if any, interest and other amounts due or to the extent necessary to pay become due on all such Senior Indebtedness Debt shall have been Paid in full 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 Note, 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. (ii) In the event that any such payment shall be received by the Holder in violation of the subordination provisions hereof before all Senior Debt is Paid in Full, such payment or distribution shall be received and held in trust for and shall be paid over to the holders of all Senior Debt remaining unpaid, or their representatives, until such Senior Debt shall have been Paid in Full, after giving effect to any concurrent payment or distribution or provision thereof 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 outstanding; provided that (i) the Senior Indebtedness is assumed -------- by the new person, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustmentDebt.

Payment Upon Dissolution, Etc. Upon any payment or distribution of ------------------------------ assets or securities of the Company of any kind or character, whether in cash, property or securities, by way of set-off or otherwise of the Company (all such payments and distributions being referred to creditors collectively as "Distributions"), upon any dissolution dissolution, winding up, liquidation (partial or winding-up or total or partial liquidation complete) or reorganization of the Company, Company (whether voluntary or involuntary, involuntary and whether in bankruptcy, insolvency, receivership or other proceedings, or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Company or otherwise), each of the Company and the Holder, by acceptance hereof, covenants and agrees that: (a) all principal and interest, together with all other payment obligations under, due upon any Senior Indebtedness Debt shall first be paid in full, or payment thereof provision made for such payment, in full duly provided foraccordance with the terms of such Senior Debt and the documents evidencing such Senior Debt (hereinafter, "Senior Debt Documents") 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 any Distribution is made on account of any kind Subordinated Payments and before the Holder shall be entitled to retain any amounts so paid or character, whether distributed in cash, property respect thereof; (b) any payments or securities, distribution of any Distribution to which Univision the Holder would be entitled except for the provisions of this Section 1 Section, shall be paid or delivered by the Company or by any debtor, custodian, 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) Debt or their representative or representatives or to the trustee or agent under any Senior Debt Document, as their respective interests may appear, to the extent necessary to pay in full all Senior Debt remaining unpaid in accordance with the terms of such Senior Indebtedness in full Debt and the Senior Debt Documents, after giving effect to any concurrent payment or distribution to or for the holders of such Senior IndebtednessDebt, before any payment or distribution is made to Univision. In the Holder of this Note; and (c) in the event that, notwithstanding the foregoing, any payment or distribution of any Distribution shall be received by the Holder of this Note before all Senior, Debt is paid in full, or provision made for the payment thereof; in accordance with the terms of such Senior Debt and the Senior Debt Documents, such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Senior Debt or their representative or representatives, or to the trustee or agent under any Senior Debt Document, as their respective interests may appear, to the extent necessary to pay in full all Senior Debt remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Debt. The Company shall give prompt written notice to the holders of the Convertible Notes of any dissolution, winding-winding up, total liquidation or reorganization of the CompanyCompany within the meaning of this Section 3.2. Upon any payment or distribution of assets of the Company referred to in this Section 3.2, Univision the holders of the Convertible Notes shall be entitled to be paid one hundred percent (100%) rely upon a certificate of the outstanding principal amount hereof and accrued interest hereon before any distribution trustee in bankruptcy, receiver, assignee for the benefit of assets shall be made among creditors or other liquidating agent making such payment or distribution, delivered to the holders of any class the Notes, for the purpose of Membership Units of ascertaining the Company persons entitled to participate in their capacities as such distribution, the 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 outstanding; provided that (i) the Senior Indebtedness is assumed -------- by the new person, if any, resulting from any such reorganization or readjustment, and (ii) the rights other indebtedness of the holders of Senior Indebtedness are notCompany, without the consent of such holdersamount thereof or payable thereon, altered by such reorganization the amount or readjustmentamounts paid or distributed thereon and all other facts pertinent thereto or to this Section 3.2.

Payment Upon Dissolution, Etc. (a) In the event of any bankruptcy, insolvency, reorganization, receivership, composition, assignment for the 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 of the Company (being hereinafter referred to as a "Proceeding"), all claims of the holder of the Note in such Proceeding shall be deemed assigned, pro 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 holder of the Note hereby agrees 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 Indebtedness. While such assignment is in effect, the then holders of the Senior 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 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 the Note shall not expressly, by implication or by inaction waive any claim in any Proceeding without the written consent of such holder. (b) Upon payment or distribution to creditors in a Proceeding 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, interest due upon any Senior Indebtedness shall first be paid in full, or payment thereof in full duly provided for, before Univision the holder of the Note shall be entitled to receive or, if received, to retain any payment or distribution on account of this the Note; and upon any such dissolution or winding-up or liquidation or reorganizationProceeding, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which Univision the holder of the Note would be entitled except for the provisions of this Section 1 11 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 the holder of the Note 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 Univisionthe holder of the Note. In the event of any such dissolutionProceeding, winding-up, liquidation or reorganization the holder of the Company, Univision Note shall be entitled to be paid one hundred percent (100%) of the outstanding principal amount hereof thereof and accrued interest hereon thereon before any distribution of assets shall be made among the holders of any class of Membership Units shares of the capital stock of the Company in their capacities as holders of such Membership Units. shares. (c) For purposes of this paragraph (bSection 1(c), the words "assets" and "cash, property or securities" shall not be deemed to include Membership Units shares of Common Stock of the Company as reorganized or readjusted, or Membership Units securities 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 11 with respect to this the Note to the payment of all Senior Indebtedness which may at the time be outstanding; provided that , if (ix) the Senior Indebtedness is assumed -------- by the new person, if any, resulting from any such reorganization or readjustment, and (iiy) the rights of the holders of Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment.

Payment Upon Dissolution, Etc. Upon In the event of (a) any insolvency or bankruptcy case or proceeding in connection therewith, relative to the Partnership or to its creditors as such, or to its assets, or (b) any liquidation, receivership, dissolution or other winding up of the Partnership, 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 Partnership, then and in any such event the Bank Senior Lenders, the Capital Markets Senior Lenders, the Oil Payment Insurers, the Oil Payment Insurers Administrative Agent, the Collateral Trustee, the Bank Senior Lenders Administrative Agent, the Capital Markets Trustee or any other Applicable Agent shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt Obligations or Oil Payment Reimbursement Obligations or both, as the case may be, under the Financing Documents before any of the Subordinated Lenders shall be entitled to receive any payment on account of the Subordinated Debt (whether in respect of principal, interest premium, fees, indemnities, commissions or otherwise) and to that end, any payment or distribution of ------------------------------ assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution securities which may be payable or winding-up or total or partial liquidation or reorganization deliverable in respect of the Company, whether voluntary or involuntary, Subordinated Debt 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 reorganizationcase, any payment or distribution of assets of the Company of any kind or characterproceeding, 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 other winding up or event shall be entitled to instead 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 delivered to the extent provided Secured Parties for application to Senior Debt Obligations and Oil Payment Reimbursement Obligations, whether or not due, until Senior Debt Obligations and Oil Payment Reimbursement Obligations shall have first been fully paid and satisfied in this Section 1 with respect to this Note to the payment of all Senior 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 (ii) the rights of the holders of Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustmentcash.

Payment Upon Dissolution, Etc. (i) Upon payment or distribution to creditors in a Proceeding 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, interest due upon any Senior Indebtedness shall first be paid in full, or payment thereof in full duly provided for, before Univision any holders of the Notes shall be entitled to receive or, if received, to retain any payment or distribution on account of this Notethe Notes; and upon any such dissolution or winding-up or liquidation or reorganizationProceeding, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which Univision any holders of the Notes would be entitled except for the provisions of this Section 1 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 Univision if it any holders of the Notes 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 holder of such Senior Indebtedness, before any payment or distribution is made to Univisionany holders of the Notes. In the event of any such dissolutionProceeding, winding-up, liquidation or reorganization the holders of the Company, Univision Notes shall be entitled to be paid one hundred percent (100%) of the outstanding principal amount hereof thereof and accrued interest hereon thereon after payment 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 Membership Units shares of the capital stock of the Company in their capacities as holders of such Membership Units. shares or to any creditors of the Company subordinated to the holders of the Notes. (ii) For purposes of this paragraph (bSection 10(c), the words "assets" and "cash, property or securities" shall not be deemed to include Membership Units Shares of the Company as reorganized or readjusted, or Membership Units securities 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 10 with respect to this Note the Notes to the payment of all Senior Indebtedness which may at the time be outstanding; provided that , if (ix) the Senior Indebtedness is assumed -------- by the new person, if any, resulting from any such reorganization or readjustment, and (iiy) the rights of the holders of Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment.

Payment Upon Dissolution, Etc. Upon 6.1 Until the Termination Date, upon any payment or distribution of ------------------------------ all or substantially all assets or securities of any of the Company Borrowers of any kind or character, whether in cash, property or securities, to creditors whether upon any dissolution or winding-winding up or total or partial liquidation or reorganization of any of the CompanyBorrowers, or otherwise, whether pursuant to the voluntary or involuntary, in involuntary bankruptcy, insolvency, receivership or other proceedings, (each such event a "Bankruptcy Event") all principal and interest, together with all other payment obligations under, amounts due or to become due upon any all Senior Indebtedness Obligations shall first be paid in full, or payment thereof in full duly provided for, before Univision Creditor shall be entitled to receive or, if received, to retain any payment or distribution on account of this Note; and Obligations of Borrowers to Creditor. Until the Termination Date, before any payment may be made by or on behalf of the Borrowers on Obligations of Borrowers to Creditor upon any such dissolution or winding-up or dissolution, winding up, liquidation or reorganizationreorganization or otherwise, any payment or distribution of assets or securities of any of the Company Borrowers of any kind or character, whether in cash, property or securities, to which Univision Creditor would be entitled except entitled, but for the provisions of this Section 1 6.1, shall be paid made by the Company Borrowers or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar person making such payment or distribution, or by Univision Creditor if it received by Creditor, directly to Lender under the Senior Loan Documents. 6.2 Until the Termination Date, to the extent any payment in respect of the Senior Obligations (whether by or on behalf of Borrowers, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar persons under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar person, the Senior Obligations or, part thereof originally intended to be satisfied shall have received be deemed to be reinstated and outstanding as if such payment had not occurred. Until the Termination Date, to the extent the obligation to repay Senior Obligations is declared to be fraudulent, invalid, or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligations so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been affected) shall be deemed to be reinstated and outstanding as Senior Obligations for all purposes hereof as if such declaration, invalidity or setting aside had not occurred. 6.3 Until the Termination Date, in the event that, notwithstanding any other provision of this Agreement prohibiting 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 assets or securities 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 Borrowers of any class of Membership Units of the Company kind or character, whether 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 received by any Creditor at a time when such payment or distribution is prohibited by this Agreement and before all obligations in respect of the Company as reorganized Senior Obligations are paid in full, such payment or readjusteddistribution shall be received and held in express trust for the benefit of, and shall, promptly after such Creditor's receipt thereof, be paid over or Membership Units of the Company or any other person provided delivered to, Lender 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 application to the payment of Senior Obligations remaining unpaid until all such Senior 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 (ii) the rights of the holders of Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustmentObligations have been paid in full.

Payment Upon Dissolution, Etc. (a) 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 of the Company (being hereinafter referred to as a "Proceeding"), each holder of a Note, by his or her acceptance thereof, agrees that such holder shall, upon request of a holder of Senior Indebtedness, and at such holder's 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 their claims in any Proceeding, and the Noteholders shall not waive any claim in any Proceeding without the written consent of such Holder. If the Trustee or the holder of a Note does not file a proper proof of claim or proof of debt in the form required in any proceeding referred to in this paragraph (a) of Section 4.3 at least thirty (30) days before the expiration of the time to file such claim, the holders of any Senior Indebtedness or their Representatives are hereby authorized to file an appropriate claim for and on behalf of the holders of the Notes. (b) The Trustee and the holders of the Notes shall retain the right to vote and otherwise act with respect to the claims under their Notes (including, without limitation, the right to vote to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension); provided that the Trustee or any holder of the Notes shall not vote with respect to any such plan or take any other action in any way so as to (i) contest the validity of any Senior Credit Facility or any collateral therefor or guaranties thereof, (ii) contest the relative rights and duties of any of the lenders under or the Representatives of the Senior Credit Facility established in any instruments or agreement creating or evidencing the Senior Credit Facility with respect to any of such collateral or guaranties, or (iii) contest the Trustee's and the Holders' obligations and agreements set forth in this Section 4.3. (c) Upon payment or distribution to creditors in a Proceeding 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, interest due upon any Senior Indebtedness shall first be paid in full, or payment thereof in full duly provided for, before Univision any Holders of the Notes shall be entitled to receive or, if received, to retain any payment or distribution on account of this Note; the Notes, and upon any such dissolution or winding-up or liquidation or reorganizationProceeding, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which Univision any Holders of the Notes would be entitled except for the provisions of this Section 1 Article IV shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person Person making such payment or distribution, or by Univision if it any holders of the Notes 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 Univision. In the event of any such dissolution, winding-up, liquidation or reorganization holders 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 outstanding; provided that (i) the Senior Indebtedness is assumed -------- by the new person, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustmentNotes.

Payment Upon Dissolution, Etc. Upon any payment or distribution of ------------------------------ ----------------------------- assets or securities of the Company of any kind or character, whether in cash, property or securities, by way of set-off or otherwise of the Company (all such payments and distributions being referred to creditors collectively as "Distributions"), upon any dissolution dissolution, winding up, liquidation (partial or winding-up or total or partial liquidation complete) or reorganization of the Company, Company (whether voluntary or involuntary, involuntary and whether in bankruptcy, insolvency, receivership or other proceedings, or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Company or otherwise), each of the Company and the Holder, by acceptance hereof, covenants and agrees that: (a) all principal and interest, together with all other payment obligations under, due upon any Senior Indebtedness Debt shall first be paid in full, or payment thereof provision made for such payment, in full duly provided foraccordance with the terms of such Senior Debt and the documents evidencing such Senior Debt (hereinafter, "Senior Debt Documents") 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 any Distribution is made on account of any kind Subordinated Payments and before the Holder shall be entitled to retain any amounts so paid or character, whether distributed in cash, property respect thereof; (b) any payments or securities, distribution of any Distribution to which Univision the Holder would be entitled except for the provisions of this Section 1 Section, shall be paid or delivered by the Company or by any debtor, custodian, 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) Debt or their representative or representatives or to the trustee or agent under any Senior Debt Document, as their respective interests may appear, to the extent necessary to pay in full all Senior Debt remaining unpaid in accordance with the terms of such Senior Indebtedness in full Debt and the Senior Debt Documents, after giving effect to any concurrent payment or distribution to or for the holders of such Senior IndebtednessDebt, before any payment or distribution is made to Univision. In the Holder of this Note; and (c) in the event that, notwithstanding the foregoing, any payment or distribution of any Distribution shall be received by the Holder of this Note before all Senior Debt is paid in full, or provision made for the payment thereof, in accordance with the terms of such Senior Debt and the Senior Debt Documents, such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Senior Debt or their representative or representatives, or to the trustee or agent under any Senior Debt Document, as their respective interests may appear, to the extent necessary to pay in full all Senior Debt remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Debt. The Company shall give prompt written notice to the holders of the Convertible Notes of any dissolution, winding-winding up, total liquidation or reorganization of the CompanyCompany within the meaning of this Section 3.2. Upon any payment or distribution of assets of the Company referred to in this Section 3.2, Univision the holders of the Convertible Notes shall be entitled to be paid one hundred percent (100%) rely upon a certificate of the outstanding principal amount hereof and accrued interest hereon before any distribution trustee in bankruptcy, receiver, assignee for the benefit of assets shall be made among creditors or other liquidating agent making such payment or distribution, delivered to the holders of any class the Notes, for the purpose of Membership Units of ascertaining the Company CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS. persons entitled to participate in their capacities as such distribution, the 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 outstanding; provided that (i) the Senior Indebtedness is assumed -------- by the new person, if any, resulting from any such reorganization or readjustment, and (ii) the rights other indebtedness of the holders of Senior Indebtedness are notCompany, without the consent of such holdersamount thereof or payable thereon, altered by such reorganization the amount or readjustmentamounts paid or distributed thereon and all other facts pertinent thereto or to this Section 3.2.

Payment Upon Dissolution, Etc. Upon 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 Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Company as the case may be, 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 assets and liabilities of the Company then and in any such event (1) the holders of all Senior Indebtedness shall first be entitled to receive payment in full (or provision is made for payment in money or money's worth) of the principal thereof (and premium, if any, thereon) and interest thereon (including, without limitation, all interest accruing after the commencement of any bankruptcy, insolvency, receivership or similar proceeding), before the Holders of the indebtedness evidenced by the Securities are entitled to receive any payment or distribution of ------------------------------ any kind or character on account of principal (or premium, if any, on) or interest, if any, on such indebtedness; and (2) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, securities to creditors upon any dissolution which the Holders or winding-up the Trustee would be entitled but for the provisions of this Article shall be paid by the Company by the liquidating trustee or total agent or partial liquidation other person making such payment or reorganization of the Companydistribution, whether voluntary or involuntary, a trustee in bankruptcy, insolvencya receiver or liquidating trustee or otherwise, receivership directly to the representative or other proceedingsrepresentatives of the holders of Senior Indebtedness, all principal and interest, together with all other payment obligations under, due upon or to the trustee or trustees under any indenture under which any instrument evidencing any of such Senior Indebtedness shall first be paid in fullmay have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness held or represented by each, to the extent necessary to make payment thereof in full duly provided forof all Senior Indebtedness remaining unpaid, before Univision shall be entitled after giving effect to receive or, if received, to retain any concurrent payment or distribution on account to the holders of such Senior Indebtedness; and (3) in the event that, notwithstanding the foregoing provisions of this Note; and upon Section, the Trustee or the Holder of any such dissolution or winding-up or liquidation or reorganization, Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, before all 76 Senior Indebtedness is paid in full (or provision therefor is made in money or money's worth), and such fact shall at or prior to which Univision would be entitled except for the provisions time of this Section 1 such payment or distribution have been made known to the Trustee or such Holder, as the case may be, then such payment or distribution shall be paid by over to the Company representative 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 representatives of the holders of such Senior Indebtedness, or to the Senior Indebtedness (pro rata to --- ---- each such holder on the basis of the respective amounts trustee or trustees under any indenture under which any instrument evidencing any of such Senior Indebtedness held by such holder) or their representatives may have been issued, ratably as aforesaid, for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all such Senior Indebtedness in full (or to provide for payment thereof in money or money's worth), 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 The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in their capacities as holders of such Membership Units. For purposes of this paragraph (b), the words "assets" and "cash, property or securities" Article Eight shall not be deemed to include Membership Units a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company as reorganized for the purposes of this Section if the Person formed by such consolidation or readjusted, or Membership Units of into which the Company as the case may be, is merged or any other person provided for the Person which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as 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 outstanding; provided that (i) the Senior Indebtedness is assumed -------- by the new person, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness are not, without the consent part of such holdersconsolidation, altered by such reorganization merger, conveyance or readjustmenttransfer, comply with the conditions set forth in Article Eight.