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

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 (including any newly acquired or newly formed Subsidiary of TV Azteca) to be an Unrestricted Subsidiary unless such Subsidiary owns any 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 Subsidiary to be so designated or otherwise an Unrestricted Subsidiary, provided that (1) such Subsidiary does not receive, and is not, and does not become, entitled to the right to receive, any payments in respect of television advertising or sales of television programming, except in such amounts that, in the 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 Subsidiaries, taken as a whole, for such fiscal year and (2) either (A) the Subsidiary to be so designated has total assets of US$1,000 or less or (B) if such Subsidiary has assets greater than US$1,000, the Investment resulting from such designation would be permitted either as a Permitted Investment or in compliance with Section 4.09 hereof. The Board of Directors of TV Azteca may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation (x) TV Azteca could Incur US$1.00 of additional Indebtedness under the Indebtedness to Adjusted EBITDA Ratio set forth in Section 4.08(a) hereof and (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 TVA Board Resolution giving effect to such designation and an Officers' Certificate certifying that such designation complied with the foregoing provisions.

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 (a “Designation”) any Restricted Subsidiary of TV Azteca (including including, without limitation, any newly acquired or newly formed Subsidiary of TV Aztecathe Issuer) to be an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock Equity Interests of, or owns or holds any Lien on any property of, the Issuer or any other Restricted Subsidiary; provided that (A) any Guarantee by the Issuer or any Restricted Subsidiary of TV Azteca which is not a Subsidiary any Indebtedness of the Subsidiary to be being so designated shall be deemed an incurrence of such Indebtedness and an “Investment” by the Issuer or otherwise an Unrestricted Subsidiarysuch Restricted Subsidiary at the time of such designation, provided that (1) such Subsidiary does not receive, and is not, and does not become, entitled to the right to receive, any payments in respect of television advertising or sales of television programming, except in such amounts that, in the 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 Subsidiaries, taken as a whole, for such fiscal year and (2B) either (AI) the Subsidiary to be so designated has total assets of US$$1,000 or less or (BII) if such Subsidiary has assets greater than US$$1,000, the Investment resulting from such designation would be permitted either as a Permitted under Section 4.12 hereof, and (C) if applicable, the incurrence of Indebtedness and the Investment or referred to in compliance with clause (A) of this proviso would be permitted under Section 4.09 4.10 and Section 4.12 hereof. The Board of Directors of TV Azteca may designate 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; providedSubsidiary as of such date and, however, that immediately after giving effect to such designation (x) TV Azteca could Incur US$1.00 of additional Indebtedness under if the Indebtedness is not permitted to Adjusted EBITDA Ratio set forth in be incurred under Section 4.08(a) 4.10 hereof and (y) no Event of Default shall have occurred and be continuing. Any such designation by or the Board of Directors of TV Azteca Lien is not permitted under Section 4.15 hereof the Issuer shall be evidenced to the Trustee by promptly filing with the Trustee a copy in default of the TVA Board Resolution giving effect to such designation and applicable Section. The Issuer may redesignate an Officers' Certificate certifying that such designation complied with the foregoing provisions.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 (a “Designation”) any Restricted Subsidiary of TV Azteca (including including, without limitation, any newly acquired or newly formed Subsidiary of TV Aztecathe Issuer) to be an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock Equity Interests of, or owns or holds any Lien on any property of, the Issuer or any other Restricted Subsidiary; provided that (A) any Guarantee by the Issuer or any Restricted Subsidiary of TV Azteca which is not a Subsidiary any Indebtedness of the Subsidiary to be being so designated shall be deemed an incurrence of such Indebtedness and an “Investment” by the Issuer or otherwise an Unrestricted Subsidiarysuch Restricted Subsidiary at the time of such designation, provided that (1) such Subsidiary does not receive, and is not, and does not become, entitled to the right to receive, any payments in respect of television advertising or sales of television programming, except in such amounts that, in the 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 Subsidiaries, taken as a whole, for such fiscal year and (2B) either (AI) the Subsidiary to be so designated has total assets of US$$1,000 or less or (BII) if such Subsidiary has assets greater than US$$1,000, the Investment resulting from such designation would be permitted either as a Permitted under Section 4.12 hereof, and (C) if applicable, the incurrence of Indebtedness and the Investment or referred to in compliance with clause (A) of this proviso would be permitted under Section 4.09 4.10 and Section 4.12 hereof. The Board of Directors of TV Azteca may designate 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; providedSubsidiary as of such date and, however, that immediately after giving effect to such designation (x) TV Azteca could Incur US$1.00 of additional Indebtedness under if the Indebtedness is not permitted to Adjusted EBITDA Ratio set forth in be incurred under Section 4.08(a) 4.10 hereof and (y) no Event of Default shall have occurred and be continuing. Any such designation by or the Board of Directors of TV Azteca Lien is not permitted under Section 4.15 hereof the Issuer shall be evidenced to the Trustee by promptly filing with the Trustee a copy in default of the TVA Board Resolution giving effect to such designation and applicable Section. The Issuer may redesignate an Officers' Certificate certifying that such designation complied with the foregoing provisions.Unrestricted Subsidiary as a Restricted Subsidiary (a “Redesignation”) only if