Common use of Substitute Collateral Clause in Contracts

Substitute Collateral. (a) The Borrower from time to time may, by written request to the Agent who shall promptly notify the Lenders, request that certain Potential Collateral owned by the Borrower be included as Collateral to secure the Obligations and for the purpose of increasing the Borrowing Base or replacing existing Collateral. Notwithstanding the foregoing, no Potential Collateral shall be included as Collateral unless and until the following conditions precedent shall have been satisfied: (i) such proposed collateral shall be a Qualifying Collateral Note; and (ii) the Borrower shall have executed and delivered to the Agent all Collateral Loan Qualification Documents or other instruments, documents, or agreements, including Uniform Commercial Code financing statements, as the Agent shall deem necessary or desirable to perfect a first priority security interest in, or lien on, such Potential Collateral, all of which instruments, documents or agreements shall be in form and substance satisfactory to the Agent in its sole discretion. The Borrower acknowledges that the decision of all of the Lenders to grant or withhold their consent to the acceptance of additional or substitute Potential Collateral under this Section 5.4 shall be based entirely on such factors as the Lenders deem relevant in their sole discretion, including, without limitation, those enumerated in clauses (i) through (iii) hereinabove, and such consent may be granted or withheld solely at the discretion of all of the Lenders. The Agent shall have fifteen (15) days from the date of the receipt of all of the foregoing to advise the Borrower whether the Majority Lenders have approved the acceptance of such Potential Collateral as Collateral. (b) In connection with each such addition or substitution, the Borrower, within fifteen (15) days of the Borrower's request to add such assets to the Collateral, shall pay to the Agent for the account of the Lenders a review fee of $5,000.00 for each asset to be added to be split equally by the Lenders, without regard to their respective Commitment Percentages.

Substitute Collateral. (a) The Borrower from time During a Withdrawal Period, the Company ---------------------- will be entitled to time mayrequest the withdrawal of the 2008 TV Azteca Pledged Shares, 2008 Net Unefon Sale Proceeds consisting of Permitted Securities or 2008 Unefon Pledged Shares, in whole or in part, by written request substituting therefor, with the applicable 2008 Collateral Agent, cash or U.S. Government Obligations (together with any 2008 Net Unefon Sale Proceeds consisting of cash or Cash Equivalents remaining subject to the Agent who shall promptly notify 2008 Collateral Pledge after a Unefon Sale Proceeds Release, the Lenders"Substitute Collateral"); provided that the Company will be required to certify to the Trustee that, request that certain Potential Collateral owned by after giving effect to the Borrower be included as Collateral to secure the Obligations proposed withdrawal and for the purpose of increasing the Borrowing Base or replacing existing Collateral. Notwithstanding the foregoingsubstitution, no Potential Collateral shall be included as Collateral unless and until the following conditions precedent shall have been satisfied: (i) the Combined Coverage Ratio is at least the same as such proposed collateral shall be a Qualifying Collateral Note; and ratio immediately prior to the withdrawal, and (ii) the Borrower Pledged Shares Coverage Ratio is at least 1.00:1.00 so long as any 2008 TV Azteca Pledged Shares will remain subject to the 2008 Collateral Pledge. In addition, except to the extent the Company is entitled to receive such cash as permitted under Section 11.02 hereof, on the date that any cash is deposited with the 2008 Collateral Agent in respect of cash dividends on, or the purchase, redemption, or other retirement or acquisition for value of, the 2008 TV Azteca Pledged Shares, the Company will be entitled to consider the amount of such cash to be Substitute Collateral. A withdrawal pursuant to the substitution provisions of this Section 11.04(d) shall not be considered a release for purposes of Sections 11.04(b)(iii) and Section 11.04(c) hereof. No Substitute Collateral may be released or withdrawn from the 2008 Collateral Pledge until all other 2008 Notes Collateral shall have executed and delivered to the Agent all been released, in which case any Substitute Collateral Loan Qualification Documents or other instruments, documents, or agreements, including Uniform Commercial Code financing statements, as the Agent shall deem necessary or desirable to perfect with a first priority security interest in, or lien on, such Potential Collateral, all of which instruments, documents or agreements shall be Market Value in form and substance satisfactory to the Agent in its sole discretion. The Borrower acknowledges that the decision of all excess of the Lenders to grant or withhold their consent to aggregate principal amount of the acceptance of additional or substitute Potential Collateral under this Section 5.4 shall be based entirely on such factors as the Lenders deem relevant in their sole discretion, including, without limitation, those enumerated in clauses (i) through (iii) hereinabove, and such consent outstanding Notes may be granted or withheld solely released at the discretion of all request of the Lenders. The Agent Company (and any such release shall have fifteen (15not be considered a release for purposes of Section 11.04(b)(iii) days from the date of the receipt of all of the foregoing to advise the Borrower whether the Majority Lenders have approved the acceptance of such Potential Collateral as Collateralor Section 11.04(c) hereof). (b) In connection with each such addition or substitution, the Borrower, within fifteen (15) days of the Borrower's request to add such assets to the Collateral, shall pay to the Agent for the account of the Lenders a review fee of $5,000.00 for each asset to be added to be split equally by the Lenders, without regard to their respective Commitment Percentages.

Substitute Collateral. (a) The Borrower from time to time So long as no Event of Default shall have occurred and be continuing, the Issuer may, by written request at its option and at any time, upon notice to the Agent who shall promptly notify Indenture Trustee and the LendersRating Agency, request that certain Potential Collateral owned by the Borrower be included as Collateral elect to secure the Obligations and substitute cash or U.S. Treasury STRIPS for the purpose Installment Note and the Letter of increasing Credit as Indenture Collateral (a “Collateral Substitution”), provided that (x) such Collateral Substitution shall satisfy the Borrowing Base or replacing existing Collateral. Notwithstanding Rating Agency Condition and (y) the foregoing, no Potential Collateral shall be included as Collateral unless and until the following conditions precedent shall have been satisfiedIssuer shall: (i) irrevocably deposit with the Trustee cash or U.S. Treasury STRIPS (the “Substitute Collateral”), or a combination thereof, in such proposed collateral shall be amounts sufficient without consideration of any reinvestment or interest, in the written opinion of a Qualifying nationally recognized firm of independent public accountants, to pay and discharge the principal of and interest on the Outstanding Notes to the Maturity Date; (ii) Grant a security interest on the Substitute Collateral Notepursuant to a supplement to this Indenture in favor of the Indenture Trustee on behalf of the Holders and take all actions necessary to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the Holders, a first priority, perfected security interest in the Indenture Collateral including the Substitute Collateral; (iii) make the representations and warranties set forth in Section 3.19(j) (except for those set forth in clause (ii) thereof) with respect to the Substitute Collateral as of the date of such substitution; and (iiiv) the Borrower shall have executed and delivered deliver to the Agent Indenture Trustee an Officer’s Certificate and Opinion of Counsel stating that such substitution is authorized and permitted under the Indenture. Such Substitute Collateral shall thereafter be deemed Indenture Collateral for all Collateral Loan Qualification Documents or other instruments, documents, or agreements, including Uniform Commercial Code financing statements, as the Agent shall deem necessary or desirable purposes under this Indenture and subject to perfect a first priority security interest in, or lien on, such Potential Collateral, all of which instruments, documents or agreements shall be in form and substance satisfactory to the Agent in its sole discretion. The Borrower acknowledges that the decision of all of the Lenders to grant or withhold their consent to the acceptance of additional or substitute Potential Collateral under this Section 5.4 shall be based entirely on such factors as the Lenders deem relevant in their sole discretionterms and conditions hereof, including, without limitation, those enumerated Section 3.06. Upon receipt of the Substitute Collateral and satisfaction of the conditions set forth in clauses (i) through (iii) hereinabovethis Section 4.07, the Indenture Trustee shall promptly release its security interest in the Installment Note and such consent may be granted or withheld solely the Letter of Credit and, at the discretion of all expense of the LendersIssuer, promptly return such Installment Note and Letter of Credit and execute such other documentation reasonably required by the Issuer to evidence such termination of the Indenture Trustee’s security interest therein. The Agent Issuer shall have fifteen (15) days thereafter be permitted to distribute, dividend or transfer the Installment Note and the Letter of Credit to the Member or otherwise dispose of the Installment Note and the Letter of Credit as the Issuer determines in its sole discretion. No costs or expenses incurred in connection with a Collateral Substitution pursuant to this Section 4.07 shall be paid from the date of the receipt of all of the foregoing to advise the Borrower whether the Majority Lenders have approved the acceptance of such Potential Collateral as Issuer Accounts or any other Indenture Collateral. (b) In connection with each such addition or substitution, the Borrower, within fifteen (15) days of the Borrower's request to add such assets to the Collateral, shall pay to the Agent for the account of the Lenders a review fee of $5,000.00 for each asset to be added to be split equally by the Lenders, without regard to their respective Commitment Percentages.