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. 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 4.04 in respect of the 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 Agent (other than Holdings) 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 interest, but such money need not be segregated from other funds except to the extent required by law. Holdings shall pay and indemnify the 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 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 Defeased Notes. Anything in this Article Four to the contrary notwithstanding, the Trustee shall deliver or pay to Holdings from time to time upon a Holdings Request any money or U.S. Government Obligations held by it as provided in Section 4.04 which, in the opinion of 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 or covenant defeasance.

Deposited Money and U.S. Government Obligations to be Held in Trust. Other Miscellaneous Provisions. ----------------------------------------------------- Subject to the proviso of the last paragraph of Section 10.03, all ----------------------------------- 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 4.04 9.01 or 9.04 hereof in respect of the Defeased ------- 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 Agent (other than 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. Holdings The Company shall pay and indemnify the Trustee, its officers, directors and agents and hold such persons harmless Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 4.04 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 Defeased outstanding Notes. Anything in this Article Four 9 to the contrary notwithstandingnotwith standing, the Trustee shall deliver or pay to Holdings the Company from time to time upon a Holdings Company Request any money or U.S. Government Obligations held by it as provided in Section 4.04 9.01 or 9.04 hereof which, in the opinion of an internationally a 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 Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and U.S. Government Obligations to be Held in Trust. Other Miscellaneous Provisions. ----------------------------------------------------- Subject to the proviso of the last paragraph of Section 10.03, all ------------------------- 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 4.04 9.04 hereof in respect of the Defeased ------- 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 Agent (other than Holdings) 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, premium, if any, and accrued interest, but such money need not be segregated from other funds except to the extent required by law. Holdings The Company shall pay and indemnify the Trustee, its officers, directors and agents and hold such persons harmless Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 4.04 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 Defeased Notesoutstanding Securities. Anything in this Article Four 9 to the contrary notwithstanding, the Trustee shall deliver or pay to Holdings the Company from time to time upon a Holdings Company Request any money or U.S. Government Obligations held by it as provided in Section 4.04 9.04 hereof which, in the opinion of an internationally 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 Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and U.S. Government Obligations to be Held in Trust. Other Miscellaneous Provisions. ----------------------------------------------------- Subject to the proviso of the last paragraph of Section 10.03, all -------------------------------------- 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 4.04 10.04 hereof in respect of the Defeased ------- 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 Agent (other than Holdings) as the Trustee may determineAgent, to the Holders of such Notes 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. Holdings The Company and the Guarantors shall (on a joint and several basis) pay and indemnify the Trustee, its officers, directors and agents and hold such persons harmless Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 4.04 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 Defeased outstanding Notes. Anything in this Article Four 10 to the contrary notwithstanding, the Trustee shall deliver or pay to Holdings the Company from time to time upon a Holdings an Company Request any money or U.S. Government Obligations held by it as provided in Section 4.04 10.04 hereof which, in the opinion of an internationally 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 Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and U.S. Government Obligations to be Held in Trust. Other Miscellaneous Provisions. ----------------------------------------------------- Subject to the proviso of the last paragraph of Section 10.03, all -------------------------------------------------------------- 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 4.04 9.04 hereof in respect of the Defeased ------- 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 Agent (other than Holdings) as the Trustee may determineAgent, 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. Holdings The Company and the Guarantors, if any, shall (on a joint and several basis) pay and indemnify the Trustee, its officers, directors and agents and hold such persons harmless Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 4.04 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 Defeased outstanding Notes. Anything in this Article Four 9 to the contrary notwithstanding, the Trustee shall deliver or pay to Holdings the Company from time to time upon a Holdings an Company Request any money or U.S. Government Obligations held by it as provided in Section 4.04 9.04 hereof which, in the opinion of an internationally 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 Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and U.S. Government Obligations to be Held in Trust. 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 4.04 in respect of the 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 Agent (other than Telemundo Holdings) 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 interest, but such money need not be segregated from other funds except to the extent required by law. Telemundo Holdings shall pay and indemnify the 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 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 Defeased Notes. Anything in this Article Four to the contrary notwithstanding, the Trustee shall deliver or pay to Telemundo Holdings from time to time upon a Telemundo Holdings Request any money or U.S. Government Obligations held by it as provided in Section 4.04 which, in the opinion of 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 or covenant defeasance.

Deposited Money and U.S. Government Obligations to be Held in Trust. Other Miscellaneous Provisions. ----------------------------------------------------- Subject to the proviso provisions of the last paragraph of Section 10.031003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively collectively, for purposes of this Section 4.051305, the "“Trustee"”) pursuant to Section 4.04 1304 in respect of the Defeased ------- 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 Agent (other than Holdingsbut not 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 interest, but such money need not be segregated from other funds except to the extent required by law. Holdings The Company shall pay and indemnify the Trustee, its officers, directors and agents and hold such persons harmless Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 4.04 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 Defeased NotesOutstanding Securities. Anything in this Article Four herein to the contrary notwithstanding, the Trustee shall deliver or pay to Holdings the Company from time to time upon a Holdings Company Request any money or U.S. Government Obligations held by it as provided in Section 4.04 1304 which, in the opinion of an internationally 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. 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. Other Miscellaneous Provisions. ----------------------------------------------------- Subject to the proviso provisions of the last paragraph of Section 10.03, all money money, U.S. Government Obligations and U.S. Foreign Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively trustee (solely for purposes of this Section 4.05and Section 13.06, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 4.04 13.04 in respect of the Defeased ------- 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 Agent (other than Holdingsincluding 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, premium, if any, principal and 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. Holdings Money, U.S. Government Obligations and Foreign Government Obligations so held in trust shall not be subject to the provisions of Article Fourteen. The Company shall pay and indemnify the Trustee, its officers, directors and agents and hold such persons harmless Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations or the Foreign Government Obligations deposited pursuant to Section 4.04 13.04 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 Defeased NotesOutstanding Securities. Anything in this Article Four to the contrary notwithstanding, the Trustee shall deliver or pay to Holdings the Company from time to time upon a Holdings Company Request any money or U.S. Government Obligations or the Foreign Government Obligations held by it as provided in Section 4.04 13.04 with respect to any Securities which, in the opinion of an internationally 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 the Defeasance or covenant defeasanceCovenant Defeasance, as the case may be, with respect to such Securities.

Deposited Money and U.S. Government Obligations to be Held in Trust. Other Miscellaneous Provisions. ----------------------------------------------------- Subject to the proviso of the last paragraph of Section 10.03, all ---------------------------------------------------- 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 4.04 9.04 hereof in respect of the Defeased ------- 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 Agent (other than Holdings) as the Trustee may determineAgent, 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. Holdings The Company and the Guarantors shall (on a joint and several basis) pay and indemnify the Trustee, its officers, directors and agents and hold such persons harmless Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 4.04 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 Defeased outstanding Notes. Anything in this Article Four Nine to the contrary notwithstanding, the Trustee shall deliver or pay to Holdings the Company from time to time upon a Holdings Company Request any money or U.S. Government Obligations held by it as provided in Section 4.04 9.04 hereof which, in the opinion of an internationally 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 Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and U.S. Government Obligations to be Held in Trust. Other Miscellaneous Provisions. ----------------------------------------------------- Subject to the proviso provisions of the last paragraph of Section 10.03, all money money, U.S. Government Obligations (including the proceeds thereof) and U.S. Foreign Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively trustee (solely for purposes of this Section 4.05and Section 13.06, the "Trustee and any such other trustee are referred to collectively as the “Trustee"”) pursuant to Section 4.04 13.04 in respect of the Defeased ------- 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 Agent (other than Holdingsincluding 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, premium, if any, principal and 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. Holdings The Company shall pay and indemnify the Trustee, its officers, directors and agents and hold such persons harmless Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations and Foreign Government Obligations deposited pursuant to Section 4.04 13.04 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 Defeased NotesOutstanding Securities. Anything in this Article Four to the contrary notwithstanding, the Trustee shall deliver or pay to Holdings the Company from time to time upon a Holdings Company Request any money money, U.S. Government Obligations or U.S. Foreign Government Obligations held by it as provided in Section 4.04 13.04 with respect to any Securities which, in the opinion of an internationally 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 the Defeasance or covenant defeasanceCovenant Defeasance, as the case may be, with respect to such Securities.