Common use of Limitation on Designation of Unrestricted Subsidiaries Clause in Contracts

Limitation on Designation of Unrestricted Subsidiaries. The Board of Directors may designate (a “Designation”) any Restricted Subsidiary (including, without limitation, any newly acquired or newly formed Subsidiary of the Issuer) to be an Unrestricted Subsidiary unless such Subsidiary owns any Equity Interests of, or owns or holds any Lien on any property of, the Issuer or any Restricted Subsidiary; provided that (A) any Guarantee by the Issuer or any Restricted Subsidiary of any Indebtedness of the Subsidiary being so designated shall be deemed an incurrence of such Indebtedness and an “Investment” by the Issuer or such Restricted Subsidiary at the time of such designation, (B) either (I) the Subsidiary to be so designated has total assets of $1,000 or less or (II) if such Subsidiary has assets greater than $1,000, such designation would be permitted under Section 4.12 hereof, and (C) if applicable, the incurrence of Indebtedness and the Investment referred to in clause (A) of this proviso would be permitted under Section 4.10 and Section 4.12 hereof. If, at any time, any Unrestricted Subsidiary fails to meet the preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of the Subsidiary and any Liens on assets of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary as of such date and, if the Indebtedness is not permitted to be incurred under Section 4.10 hereof or the Lien is not permitted under Section 4.15 hereof the Issuer shall be in default of the applicable Section. The Issuer may redesignate an Unrestricted Subsidiary as a Restricted Subsidiary (a “Redesignation”) only if:

Limitation on Designation of Unrestricted Subsidiaries. The Company may cause TV Azteca to designate any Subsidiary of TV Azteca to be an "Unrestricted Subsidiary" as provided by this Section 4.17. "Unrestricted Subsidiary" means (a) any Subsidiary of TV Azteca designated as such by the Board of Directors of TV Azteca as set forth in this Section 4.17 and (b) any other Person that is then or thereafter becomes a Subsidiary of an Unrestricted Subsidiary. The Board of Directors of TV Azteca may designate any Subsidiary of TV Azteca (a “Designation”) any Restricted Subsidiary (including, without limitation, including any newly acquired or newly formed Subsidiary of the IssuerTV Azteca) to be an Unrestricted Subsidiary unless such Subsidiary owns any Equity Interests Capital Stock of, or owns or holds any Lien on any property of, any other Subsidiary of TV Azteca which is not a Subsidiary of the Issuer Subsidiary to be so designated or any Restricted otherwise an Unrestricted Subsidiary; , provided that (A1) such Subsidiary does not receive, and is not, and does not become, entitled to the right to receive, any Guarantee by payments in respect of television advertising or sales of television programming, except in such amounts that, in the Issuer or aggregate for any fiscal year, when taken together with all such amounts for each other Unrestricted Subsidiary, are not material to TV Azteca and its Restricted Subsidiary of any Indebtedness of the Subsidiary being so designated shall be deemed an incurrence of Subsidiaries, taken as a whole, for such Indebtedness fiscal year and an “Investment” by the Issuer or such Restricted Subsidiary at the time of such designation, (B2) either (IA) the Subsidiary to be so designated has total assets of $US$1,000 or less or (IIB) if such Subsidiary has assets greater than $US$1,000, the Investment resulting from such designation would be permitted under either as a Permitted Investment or in compliance with Section 4.12 hereof, and (C) if applicable, the incurrence of Indebtedness and the Investment referred to in clause (A) of this proviso would be permitted under Section 4.10 and Section 4.12 4.09 hereof. If, at any time, The Board of Directors of TV Azteca may designate any Unrestricted Subsidiary fails to meet the preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation (x) TV Azteca could Incur US$1.00 of this Indenture additional Indebtedness under the Indebtedness to Adjusted EBITDA Ratio set forth in Section 4.08(a) hereof and any Indebtedness (y) no Event of Default shall have occurred and be continuing. Any such designation by the Board of Directors of TV Azteca shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the Subsidiary TVA Board Resolution giving effect to such designation and any Liens on assets of an Officers' Certificate certifying that such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary as of such date and, if designation complied with the Indebtedness is not permitted to be incurred under Section 4.10 hereof or the Lien is not permitted under Section 4.15 hereof the Issuer shall be in default of the applicable Section. The Issuer may redesignate an Unrestricted Subsidiary as a Restricted Subsidiary (a “Redesignation”) only if:foregoing provisions.

Limitation on Designation of Unrestricted Subsidiaries. The Board of Directors may designate (a “Designation”) any Restricted Subsidiary (including, without limitation, any newly acquired or newly formed Subsidiary of the Issuer) to be an Unrestricted Subsidiary unless such Subsidiary owns any Equity Interests of, or owns or holds any Lien on any property of, the Issuer or any Restricted Subsidiary; provided that (A) any Guarantee by the Issuer or any Restricted Subsidiary of any Indebtedness of the Subsidiary being so designated shall be deemed an incurrence of such Indebtedness and an “Investment” by the Issuer or such Restricted Subsidiary at the time of such designation, (B) either (I) the Subsidiary to be so designated has total assets of $1,000 or less or (II) if such Subsidiary has assets greater than $1,000, such designation would be permitted under Section 4.12 hereof, and (C) if applicable, the incurrence of Indebtedness and the Investment referred to in clause (A) of this proviso would be permitted under Section 4.10 and Section 4.12 hereof. If, at any time, any Unrestricted Subsidiary fails to meet the preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of the Subsidiary and any Liens on assets of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary as of such date and, if the Indebtedness is not permitted to be incurred under Section 4.10 hereof or the Lien is not permitted under Section 4.15 hereof the Issuer shall be in default of the applicable Section. The Issuer may redesignate an Unrestricted Subsidiary as a Restricted Subsidiary (a “Redesignation”) only if: