Common use of Deposited Money and U.S. Government Obligations to be Held in Trust Clause in Contracts

Deposited Money and U.S. Government Obligations to be Held in Trust. All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 9.04 in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agents, to the Holders of such Notes, of all sums due and to become due thereon in respect of principal, premium, if any, and accrued interest, but such money need not be segregated from other funds except to the extent required by law. The Issuers and the Guarantors shall (on a joint and several basis) pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 9.04 or the principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything in this Article Nine to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers from time to time upon a request of the Issuers any money or U.S. Government Obligations held by it as provided in Section 9.04 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Deposited Money and U.S. Government Obligations to be Held in Trust. All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 9.04 in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agents, to the Holders of such Notes, of all sums due and to become due thereon in respect of principal, premium, if any, and accrued interest, but such money need not be segregated from other funds except to the extent required by law. The Issuers Issuer and the Guarantors shall (on a joint and several basis) pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 9.04 or the principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything in this Article Nine to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers Issuer from time to time upon a written request of the Issuers Issuer any money or U.S. Government Obligations held by it as provided in Section 9.04 which, which (with respect to any U.S. Government Obligations in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, ) are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Deposited Money and U.S. Government Obligations to be Held in Trust. All Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.03, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 15.06, the Trustee and any such other trustee are referred to collectively as the “Trustee”) pursuant to Section 9.04 15.04 in respect of the outstanding Notes any Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes Securities and this Indenture, to the payment, either directly or through any such Paying AgentsAgent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such NotesSecurities, of all sums due and to become due thereon in respect of principal, premium, if any, principal and accrued any premium and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Issuers and the Guarantors Company shall (on a joint and several basis) pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 9.04 15.04 or the principal, premium, if any, principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding NotesOutstanding Securities. Anything in this Article Nine to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers Company from time to time upon a request of the Issuers Company Request any money or U.S. Government Obligations held by it as provided in Section 9.04 15.04 with respect to any Securities which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Legal the Defeasance or Covenant Defeasance, as the case may be, with respect to such Securities.

Deposited Money and U.S. Government Obligations to be Held in Trust. All Subject to the provisions of the last paragraph of Section 1007, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee--collectively for purposes of this Section 1305, the "Trustee") pursuant to Section 9.04 1304 in respect of the outstanding Notes Outstanding Securities of a particular series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes Securities and this Indenture, to the payment, either directly or through any Paying AgentsAgent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Notes, Securities of all sums due and to become due thereon in respect of principal, principal (and premium, if any, ) and accrued interest, but such money need not be segregated from other funds except to the extent required by law. The Issuers and the Guarantors Company shall (on a joint and several basis) pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 9.04 1304 or the principal, premium, if any, principal and interest received in respect thereof thereof, other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding NotesOutstanding Securities of such series. Anything in this Article Nine to the contrary notwithstanding, the Trustee shall deliver or to and pay to the Issuers Company from time to time upon a request of the Issuers Company Request any money or U.S. Government Obligations held by it as provided in Section 9.04 1304 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Legal Defeasance for the purpose for which such money or Covenant DefeasanceU.S. Government Obligations were deposited.

Deposited Money and U.S. Government Obligations to be Held in Trust. All Subject to Section 9.08, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 9.04 9.01 or Section 9.04, as the case may be, in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying AgentsAgents (including the Issuer or a Guarantor acting as Paying Agent), to the Holders of such Notes, of all sums due and to become due thereon in respect of principal, premium, if any, and accrued interest, but such money need not be segregated from other funds except to the extent required by law. The Issuers Issuer and the Guarantors shall (on a joint and several basis) pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 9.04 9.01 or Section 9.04, as the case may be, or the principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything in this Article Nine IX to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers Issuer from time to time upon a request of the Issuers Issuer any money or U.S. Government Obligations held by it as provided in Section 9.04 9.01 or Section 9.04, as the case may be, which, in the opinion of a nationally recognized firm of independent public accountants an Advisory Firm expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant DefeasanceDefeasance or satisfaction and discharge of this Indenture.

Deposited Money and U.S. Government Obligations to be Held in Trust. All Subject to Section 9.08, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 9.04 9.01 or Section 9.04, as the case may be, in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying AgentsAgents (including the Issuer or a Guarantor acting as Paying Agent), to the Holders of such Notes, of all sums due and to become due thereon in respect of principal, premium, if any, and accrued interest, but such money need not be segregated from other funds except to the extent required by law. The Issuers Issuer and the Guarantors shall (on a joint and several basis) pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 9.04 9.01 or Section 9.04, as the case may be, or the principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything in this Article Nine to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers Issuer from time to time upon a request of the Issuers Issuer any money or U.S. Government Obligations held by it as provided in Section 9.04 9.01 or Section 9.04, as the case may be, which, in the opinion of a nationally recognized firm of independent public accountants an Advisory Firm expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant DefeasanceDefeasance or satisfaction and discharge of this Indenture.

Deposited Money and U.S. Government Obligations to be Held in Trust. All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section Sections 9.01 and 9.04 in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agents, to the Holders of such Notes, of all sums due and to become due thereon in respect of principal, premium, if any, and accrued interest, but such money need not be segregated from other funds except to the extent required by law. The Issuers and the Guarantors shall (on a joint and several basis) pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section Sections 9.01 and 9.04 or the principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything in this Article Nine to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers from time to time upon a request of the Issuers any money or U.S. Government Obligations held by it as provided in Section Sections 9.01 and 9.04 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent satisfaction and discharge, Legal Defeasance or Covenant Defeasance.

Deposited Money and U.S. Government Obligations to be Held in Trust. All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 9.04 in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agents, to the Holders of such Notes, of all sums due and to become due thereon in respect of principal, premium, if any, and accrued interest, but such money need not be segregated from other funds except to the extent required by law. The Issuers Issuer and the Guarantors shall (on a joint and several basis) pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 9.04 or the principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything in this Article Nine to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers Issuer from time to time upon a written request of the Issuers Issuer any money or U.S. Government Obligations held by it as provided in Section 9.04 whichwhich (with respect to any U.S. Government Obligations, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, ) are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Deposited Money and U.S. Government Obligations to be Held in Trust. Other Miscellaneous Provisions. -------------------------------------- All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 9.04 10.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying AgentsAgent, to the Holders of such Notes, of all sums due and to become due thereon in respect -108- of principal, premium, if any, and accrued interest, but such money need not be segregated from other funds except to the extent required by law. The Issuers Company and the Guarantors shall (on a joint and several basis) pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 9.04 10.04 hereof or the principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything in this Article Nine 10 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers Company from time to time upon a request of the Issuers an Company Request any money or U.S. Government Obligations held by it as provided in Section 9.04 10.04 hereof which, in the opinion of a nationally nationally-recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Deposited Money and U.S. Government Obligations to be Held in Trust. All Subject to Section 9.08, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 9.04 9.01 or Section 9.04, as the case may be, in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying AgentsAgents (including the Issuer or a Guarantor acting as Paying Agent), to the Holders of such Notes, of all sums due and to become due thereon in respect of principal, premium, if any, and accrued interest, but such money need not be segregated from other funds except to the extent required by law. The Issuers Issuer and the Guarantors shall (on a joint and several basis) pay and indemnify the Trustee (and any Agent as applicable) against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 9.04 9.01 or Section 9.04, as the case may be, or the principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything in this Article Nine to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers Issuer from time to time upon a request of the Issuers Issuer any money or U.S. Government Obligations held by it as provided in Section 9.04 9.01 or Section 9.04, as the case may be, which, in the opinion of a nationally recognized firm of independent public accountants an Advisory Firm expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant DefeasanceDefeasance or satisfaction and discharge of this Indenture.

Deposited Money and U.S. Government Obligations to be Held in Trust. All Subject to Section 9.08, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 9.04 9.01 or Section 9.04, as the case may be, in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying AgentsAgents (including the Issuer or a Guarantor acting as Paying Agent), to the Holders of such Notes, of all sums due and to become due thereon in respect of principal, premium, if any, and accrued interest, but such money need not be segregated from other funds except to the extent required by law. The Issuers Issuer and the Guarantors shall (on a joint and several basis) pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 9.04 9.01 or Section 9.04, as the case 101 may be, or the principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything in this Article Nine to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers Issuer from time to time upon a request of the Issuers Issuer any money or U.S. Government Obligations held by it as provided in Section 9.04 9.01 or Section 9.04, as the case may be, which, in the opinion of a nationally recognized firm of independent public accountants an Advisory Firm expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant DefeasanceDefeasance or satisfaction and discharge of this Indenture.

Deposited Money and U.S. Government Obligations to be Held in Trust. Other Miscellaneous Provisions. -------------------------------------------------------------- All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 9.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying AgentsAgent, to the Holders of such Notes, of all sums due and to become due thereon in respect of principal, premium, if any, and accrued interest, but such money need not be segregated from other funds except to the extent required by law. The Issuers Company and the Guarantors Guarantors, if any, shall (on a joint and several basis) pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 9.04 hereof or the principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything in this Article Nine 9 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers Company from time to time upon a request of the Issuers an Company Request any money or U.S. Government Obligations held by it as provided in Section 9.04 hereof which, in the opinion of a nationally nationally-recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Deposited Money and U.S. Government Obligations to be Held in Trust. All Subject to the provisions of the last paragraph of Section 1003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively, for purposes of this Section 1305, the “Trustee”) pursuant to Section 9.04 1304 in respect of the outstanding Notes Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes Securities and this Indenture, to the payment, either directly or through any Paying AgentsAgent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such NotesSecurities, of all sums due and to become due thereon in respect of principal, principal (and premium, if any, ) and accrued interest, but such money need not be segregated from other funds except to the extent required by law. The Issuers and the Guarantors Company shall (on a joint and several basis) pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 9.04 1304 or the principal, premium, if any, principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding NotesOutstanding Securities. Anything in this Article Nine herein to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers Company from time to time upon a request of the Issuers Company Request any money or U.S. Government Obligations held by it as provided in Section 9.04 1304 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Legal Defeasance defeasance or Covenant Defeasancecovenant defeasance. Anything herein to the contrary notwithstanding, if and to the extent the deposited money or U.S. Government Obligations (or the proceeds thereof) either (i) cannot be applied by the Trustee in accordance with this Section because of a court order or (ii) are for any reason insufficient in amount, then the Company’s obligations to pay principal of (and premium, if any) and interest on the Securities of such series shall be reinstated to the extent necessary to cover the deficiency on any due date for payment. In any case specified in clause (i), the Company’s interest in the deposited money and U.S. Government Obligations (and proceeds thereof) shall be reinstated to the extent the Company’s payment obligations are reinstated.

Deposited Money and U.S. Government Obligations to be Held in Trust. All Other Miscellaneous Provisions. -------------------------------------------------- Subject to the proviso of the last paragraph of Section 10.03, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 4.05, the "Trustee") pursuant to Section 9.04 4.04 in respect of the outstanding Defeased Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying AgentsAgent (other than the Company) as the Trustee may determine, to the Holders of such Notes, Notes of all sums due and to become due thereon in respect of principal, premium, if any, and accrued interest, but such money need not be segregated from other funds except to the extent required by law. The Issuers and the Guarantors Company shall (on a joint and several basis) pay and indemnify the Trustee and hold it harmless against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 9.04 4.04 or the principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Defeased Notes. Anything in this Article Nine Four to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers Company from time to time upon a request of the Issuers Company Request any money or U.S. Government Obligations held by it as provided in Section 9.04 4.04 which, in the opinion of a nationally an internationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Legal Defeasance defeasance or Covenant Defeasancecovenant defeasance.

Deposited Money and U.S. Government Obligations to be Held in Trust. All Other Miscellaneous Provisions. ----------------------------------------------------- Subject to Section 8.6, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.5 only, the "Trustee") pursuant to Section 9.04 8.4 in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying AgentsAgent (other than the Company) as the Trustee may determine, to the Holders of such Notes, Notes of all sums due and to become due thereon in respect of principalprincipal or Redemption Price of, premiumand Additional Interest, if any, and accrued interestor interest on, the Notes, but such money need not be segregated from other funds except to the extent required by law. The Issuers and the Guarantors Company shall (on a joint and several basis) pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or U.S. Government Obligations deposited pursuant to Section 9.04 8.4 or the principal, premium, if any, principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything in this Article Nine 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers Company from time to time upon a the request of the Issuers Company any money or U.S. Government Obligations held by it as provided in Section 9.04 8.4 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteeTrustee (which may be the opinion delivered under Section 8.4(a)), are in excess of the amount thereof which that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Deposited Money and U.S. Government Obligations to be Held in Trust. Other Miscellaneous Provisions. ------------------------- All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 9.04 hereof in respect of the outstanding Notes Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes Securities and this Indenture, to the payment, either directly or through any Paying AgentsAgent as the Trustee may determine, to the Holders of such NotesSecurities, of all sums due and to become due thereon in respect of principal, premium, if any, and accrued interest, but such money need not be segregated from other funds except to the extent required by law. The Issuers and the Guarantors Company shall (on a joint and several basis) pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 9.04 hereof or the principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding NotesSecurities. Anything in this Article Nine 9 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers Company from time to time upon a request of the Issuers Company Request any money or U.S. Government Obligations held by it as provided in Section 9.04 hereof which, in the opinion of a nationally nationally-recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Deposited Money and U.S. Government Obligations to be Held in Trust. All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or such entity appointed or designated (as Agent) by the Trustee for this purpose pursuant to Section 9.04 in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agents, to the Holders of such Notes, of all sums due and to become due thereon in respect of principal, premium, if any, and accrued interest, but such money need not be segregated from other funds except to the extent required by law. The Issuers Issuer and the Guarantors shall (on a joint and several basis) pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 9.04 or the principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything in this Article Nine to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers Issuer from time to time upon a request of the Issuers Issuer any money or U.S. Government Obligations held by it as provided in Section 9.04 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Deposited Money and U.S. Government Obligations to be Held in Trust. All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section Sections 9.01 and 9.04 in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agents, to the Holders of such Notes, of all sums due and to become due thereon in respect of principal, premium, if any, and accrued interest, but such money need not be segregated from other funds except to the extent required by law. The Issuers Issuer and the Guarantors shall (on a joint and several basis) pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section Sections 9.01 and 9.04 or the principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything in this Article Nine to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers Issuer from time to time upon a request of the Issuers Issuer any money or U.S. Government Obligations held by it as provided in Section Sections 9.01 and 9.04 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent satisfaction and discharge, Legal Defeasance or Covenant Defeasance.

Deposited Money and U.S. Government Obligations to be Held in Trust. Other Miscellaneous Provisions. ---------------------------------------------------- All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 9.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying AgentsAgent, to the Holders of such Notes, of all sums due and to become due thereon in respect of principal, premium, if any, and accrued interest, but such money need not be segregated from other funds except to the extent required by law. The Issuers Company and the Guarantors shall (on a joint and several basis) pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 9.04 hereof or the principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything in this Article Nine to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers Company from time to time upon a request of the Issuers Company Request any money or U.S. Government Obligations held by it as provided in Section 9.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Deposited Money and U.S. Government Obligations to be Held in Trust. Other Miscellaneous Provisions. ----------------------------------- All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 9.01 or 9.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance accor dance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying AgentsAgent as the Trustee may determine, to the Holders of such Notes, of all sums due and to become due thereon in respect of principal, premium, if any, and accrued interest, but such money need not be segregated from other funds except to the extent required by law. The Issuers and the Guarantors Company shall (on a joint and several basis) pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 9.01 or 9.04 hereof or the principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything in this Article Nine 9 to the contrary notwithstandingnotwith standing, the Trustee shall deliver or pay to the Issuers Company from time to time upon a request of the Issuers Company Request any money or U.S. Government Obligations held by it as provided in Section 9.01 or 9.04 hereof which, in the opinion of a nationally nationally-recognized firm of independent public accountants expressed in a written certification certifi cation thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Deposited Money and U.S. Government Obligations to be Held in Trust. All Subject to Section 9.08, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 9.04 in respect of the applicable series of outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agents, to the Holders of such Notes, of all sums due and to become due thereon in respect of principal, premium, if any, and accrued interest, but such money need not be segregated from other funds except to the extent required by law. The Issuers Issuer and the Guarantors shall (on a joint and several basis) pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 9.04 or the principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the applicable series of outstanding Notes. Anything in this Article Nine to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers Issuer from time to time upon a request of the Issuers Issuer any money or U.S. Government Obligations held by it as provided in Section 9.04 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Deposited Money and U.S. Government Obligations to be Held in Trust. All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 9.04 in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agents, to the Holders of such Notes, of all sums due and to become due thereon in respect of principal, premium, if any, and accrued interest, but such money need not be segregated from other funds except to the extent required by law. The Issuers Issuer and the Guarantors shall (on a joint and several basis) pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 9.04 or the principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything in this Article Nine to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers Issuer from time to time upon a written request of the Issuers Issuer any money or U.S. Government Obligations held by it as provided in Section 9.04 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Deposited Money and U.S. Government Obligations to be Held in Trust. All Other Miscellaneous Provisions. ----------------------------------------------------- Subject to the proviso of the last paragraph of Section 10.03, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 4.05, the "Trustee") pursuant to Section 9.04 4.04 in respect of the outstanding Defeased Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying AgentsAgent (other than Telemundo Holdings) as the Trustee may determine, to the Holders of such Notes, Notes of all sums due and to become due thereon in respect of principal, premium, if any, and accrued interest, but such money need not be segregated from other funds except to the extent required by law. The Issuers and the Guarantors Telemundo Holdings shall (on a joint and several basis) pay and indemnify the Trustee Trustee, its officers, directors and agents and hold such persons harmless against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 9.04 4.04 or the principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Defeased Notes. Anything in this Article Nine Four to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers Telemundo Holdings from time to time upon a request of the Issuers Telemundo Holdings Request any money or U.S. Government Obligations held by it as provided in Section 9.04 4.04 which, in the opinion of a nationally an internationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Legal Defeasance legal defeasance or Covenant Defeasancecovenant defeasance.

Deposited Money and U.S. Government Obligations to be Held in Trust. All Other Miscellaneous Provisions. ----------------------------------------------------- Subject to the proviso of the last paragraph of Section 10.03, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 4.05, the "Trustee") pursuant to Section 9.04 4.04 in respect of the outstanding Defeased Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying AgentsAgent (other than the Company) as the Trustee may deter- mine, to the Holders of such Notes, Notes of all sums due and to become due thereon in respect of principal, premium, if any, and accrued interest, but such money need not be segregated from other funds except to the extent required by law. The Issuers and the Guarantors Company shall (on a joint and several basis) pay and indemnify the Trustee and hold it harmless against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 9.04 4.04 or the principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Defeased Notes. Anything in this Article Nine Four to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers Company from time to time upon a request of the Issuers Company Request any money or U.S. Government Obligations held by it as provided in Section 9.04 4.04 which, in the opinion of a nationally an internationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Legal Defeasance defeasance or Covenant Defeasancecovenant defeasance.

Deposited Money and U.S. Government Obligations to be Held in Trust. All Other Miscellaneous Provisions. ----------------------------------------------------- Subject to the provisions of the last paragraph of Section 1003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 1305, the "Trustee") pursuant to Section 9.04 1304 in respect of the outstanding Notes Outstanding Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes Securities and this Indenture, to the payment, either directly or through any Paying AgentsAgent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Notes, Securities of all sums due and to become due thereon in respect of principal, principal (and premium, if any, ) and accrued interest, but such money need not be segregated from other funds except to the extent required by law. The Issuers and the Guarantors Company shall (on a joint and several basis) pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Governmental Obligations deposited pursuant to Section 9.04 1304 or the principal, premium, if any, principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding NotesOutstanding Securities. Anything in this Article Nine Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers Company from time to time upon a request of the Issuers Company Request any money or U.S. Government Obligations held by it as provided in Section 9.04 1304 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Legal Defeasance defeasance or Covenant Defeasancecovenant defeasance, as applicable, in accordance with this Article.

Deposited Money and U.S. Government Obligations to be Held in Trust. All Subject to Section 9.08, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 9.04 in respect of the each series of outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agents, to the Holders of such Notes, of all sums due and to become due thereon in respect of principal, premium, if any, and accrued interest, but such money need not be segregated from other funds except to the extent required by law. The Issuers Issuer and the Guarantors shall (on a joint and several basis) pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 9.04 or the principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the applicable series of outstanding Notes. Anything in this Article Nine to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers Issuer from time to time upon a request of the Issuers Issuer any money or U.S. Government Obligations held by it as provided in Section 9.04 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Deposited Money and U.S. Government Obligations to be Held in Trust. All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 9.04 in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agents, to the Holders of such Notes, of all sums due and to become due thereon in respect of principal, premium, if any, and accrued interest, but such money need not be segregated from other funds except to the extent required by law. The Issuers Issuer and the Guarantors shall (on a joint and several basis) pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 9.04 or the principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything in this Article Nine to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers Issuer from time to time upon a request of the Issuers Issuer any money or U.S. Government Obligations held by it as provided in Section 9.04 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.