Common use of No Obligation of the Trustee Clause in Contracts

No Obligation of the Trustee. (i) None of the Trustee, any Paying Agent or the Security Registrar shall have any responsibility or obligation to any beneficial owner in a Global Security, a member of, or a participant in the Depository or other Person with respect to the accuracy of the records of the Depository or its nominee or of any participant or member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depository) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders under the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depository or its nominee in the case of the Global Security). The rights of beneficial owners in the Global Security shall be exercised only through the Depository subject to the applicable rules and procedures of the Depository. The Trustee, any Paying Agent and the Security Registrar may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its members, participants and any beneficial owners. The Trustee, each Paying Agent and the Security Registrar shall be entitled to deal with any depositary (including the Depository), and any nominee thereof, that is the Holder of any Global Security for all purposes of this Indenture relating to such global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, any Paying Agent or the Security Registrar shall have any responsibility or liability for any acts or omissions of any such depositary with respect to such Global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between such depositary and any participant in such depositary or between or among any such depositary, any such participant and/or any holder or owner of a beneficial interest in such Global Security or for any transfers of beneficial interests in any such Global Security.

No Obligation of the Trustee. (iA) None of the Trustee, any Paying Agent or the Security Registrar shall have any responsibility or obligation to any beneficial owner in a Global Security, a member of, or a participant in the Depository or other Person with respect to the accuracy of the records of the Depository or its nominee or of any participant or member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depository) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders under the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depository or its nominee in the case of the Global Security). The rights of beneficial owners in the Global Security shall be exercised only through the Depository subject to the applicable rules and procedures of the Depository. The Trustee, any Paying Agent and the Security Registrar may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its members, participants and any beneficial owners. The Trustee, each Paying Agent and the Security Registrar shall be entitled to deal with any depositary (including the Depository), and any nominee thereof, that is the Holder of any Global Security for all purposes of this Indenture relating to such global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, any Paying Agent or the Security Registrar shall have any responsibility or liability for any acts or omissions of any such depositary with respect to such Global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between such depositary and any participant in such depositary or between or among any such depositary, any such participant and/or any holder or owner of a beneficial interest in such Global Security or for any transfers of beneficial interests in any such Global Security.

No Obligation of the Trustee. (i) None of the Trustee, any Paying Agent or the Security Registrar shall have any responsibility or obligation to any beneficial owner in a Global Security, a member of, or a participant in the Depository Depositary or other Person with respect to the accuracy of the records of the Depository Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the DepositoryDepositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders under the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depository Depositary or its nominee in the case of the Global Security). The rights of beneficial owners in the Global Security shall be exercised only through the Depository Depositary subject to the applicable rules and procedures of the DepositoryDepositary. The Trustee, any Paying Agent and the Security Registrar may rely and shall be fully protected in relying upon information furnished by the Depository Depositary with respect to its members, participants and any beneficial owners. The Trustee, each Paying Agent and the Security Registrar shall be entitled to deal with any depositary (including the DepositoryDepositary), and any nominee thereof, that is the Holder of any Global Security for all purposes of this Indenture relating to such global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, any Paying Agent or the Security Registrar shall have any responsibility or liability for any acts or omissions of any such depositary with respect to such Global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between such depositary and any participant in such depositary or between or among any such depositary, any such participant and/or any holder or owner of a beneficial interest in such Global Security or for any transfers of beneficial interests in any such Global Security.

No Obligation of the Trustee. (i) None of the Issuers, the Guarantors, the Trustee, any the Paying Agent or the Security Registrar shall have any responsibility or obligation to any beneficial owner in of a Global SecurityNote, a member an Agent Member of, or a participant in in, the Depository Depositary or any other Person with respect to the accuracy of the records of the Depository Depositary or its nominee or of any participant thereof or member thereofAgent Member, with respect to any ownership interest in the Securities Notes or with respect to the delivery to any participant, memberAgent Member, beneficial owner or other Person (other than the DepositoryDepositary) of any notice (including any notice of redemptionredemption or purchase) or the payment of any amount, amount or delivery of any Notes (or other security or property) under or with respect to such SecuritiesNotes. All notices and communications to be given to the Holders and all payments to be made to Holders under in respect of the Securities Notes shall be given or made only to or upon the order of the registered Holders (which shall be the Depository Depositary or its nominee in the case of the a Global SecurityNote). The rights of beneficial owners in the any Global Security Note shall be exercised only through the Depository Depositary subject to the applicable rules and procedures of the DepositoryDepositary. The Issuers, the Guarantors, the Trustee, any the Paying Agent and the Security Registrar may rely and shall be fully protected in relying upon information furnished by the Depository Depositary with respect to its membersAgent Members, participants and any beneficial owners. The Issuers, the Guarantors, the Trustee, each the Paying Agent and the Security Registrar shall be entitled to deal with any depositary (including the Depository)Depositary, and any nominee thereof, that is the Holder registered holder of any Global Security Note for all purposes of this Indenture relating to such global Security Global Note (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global SecurityNote) as the sole Holder holder of such Global Security Note and shall have no obligations to the beneficial owners thereof. None of the Issuers, the Guarantors, the Trustee, any the Paying Agent or the Security Registrar shall have any responsibility or liability for any acts or omissions of any such depositary the Depositary with respect to such Global SecurityNote, for the records of any such depositaryDepositary, including records in respect of beneficial ownership interests in respect of any such Global SecurityNote, for any transactions between such depositary the Depositary and any participant in such depositary Agent Member or between or among any such depositarythe Depositary, any such participant Agent Member and/or any holder or owner of a beneficial interest in such Global Security Note, or for any transfers of beneficial interests in any such Global SecurityNote. None of the Trustee, the Paying Agent or the Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any of its agents shall have any responsibility for any actions taken or not taken by the Depositary.

No Obligation of the Trustee. (i) None of the Issuer, the Trustee, any the Paying Agent or the Security Registrar shall have any responsibility or obligation to any beneficial owner in of a Global SecurityNote, a member an Agent Member of, or a participant in in, the Depository Depositary or any other Person with respect to the accuracy of the records of the Depository Depositary or its nominee or of any participant thereof or member thereofAgent Member, with respect to any ownership interest in the Securities Notes or with respect to the delivery to any participant, memberAgent Member, beneficial owner or other Person (other than the DepositoryDepositary) of any notice (including any notice of redemptionredemption or offer to purchase) or the payment of any amount, amount or delivery of any Notes (or other security or property) under or with respect to such SecuritiesNotes. All notices and communications to be given to the Holders and all payments to be made to Holders under in respect of the Securities Notes shall be given or made only to or upon the order of the registered Holders (which shall be the Depository Depositary or its nominee in the case of the a Global SecurityNote). The rights of beneficial owners in the any Global Security Note shall be exercised only through the Depository Depositary subject to the applicable rules and procedures of the DepositoryDepositary. The Issuer, the Trustee, any the Paying Agent and the Security Registrar may rely and shall be fully protected in relying upon information furnished by the Depository Depositary with respect to its membersAgent Members, participants and any beneficial owners. The Issuer, the Trustee, each the Paying Agent and the Security Registrar shall be entitled to deal with any depositary (including the Depository)Depositary, and any nominee thereof, that is the Holder registered holder of any Global Security Note for all purposes of this Indenture relating to such global Security Global Note (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global SecurityNote) as the sole Holder holder of such Global Security Note and shall have no obligations to the beneficial owners thereof. None of the Issuer, the Trustee, any the Paying Agent or the Security Registrar shall have any responsibility or liability for any acts or omissions of any such depositary the Depositary with respect to such Global SecurityNote, for the records of any such depositaryDepositary, including records in respect of beneficial ownership interests in respect of any such Global SecurityNote, for any transactions between such depositary the Depositary and any participant in such depositary Agent Member or between or among any such depositarythe Depositary, any such participant Agent Member and/or any holder or owner of a beneficial interest in such Global Security Note, or for any transfers of beneficial interests in any such Global SecurityNote. None of the Trustee, the Paying Agent or the Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any of its agents shall have any responsibility for any actions taken or not taken by the Depositary.

No Obligation of the Trustee. (i) None of the Trustee, the Company, or any Paying Agent, Transfer Agent or the Security Registrar shall have any responsibility or obligation to any beneficial owner of an interest in a Global SecurityNote, a member of, or a participant in the Depository in, DTC or other Person with respect to the accuracy of the records of the Depository DTC or its nominee or of any participant or member thereof, with respect to any ownership interest in the Securities Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the DepositoryDTC) of any notice (including any notice of redemption) or the payment of any amount, amount or delivery of any Notes (or other security or property) under or with respect to such SecuritiesNotes. All notices and communications to be given to the Holders and all payments to be made to Holders under in respect of the Securities Notes shall be given or made only to or upon the order of the registered Holders (which shall be the Depository DTC or its nominee in the case of the a Global SecurityNote). The rights of beneficial owners in the any Global Security Note shall be exercised only through the Depository DTC subject to the applicable rules and procedures of DTC. Each of the Depository. The Trustee, any Paying the Registrar, the Transfer Agent and the Security Registrar Paying Agent may conclusively rely and shall be fully protected in conclusively relying upon information furnished by the Depository DTC with respect to its members, participants and any beneficial owners. The Trustee, each Paying Agent and the Security Registrar shall be entitled to deal with any depositary (including the Depository), and any nominee thereof, that is the Holder of any Global Security for all purposes of this Indenture relating to such global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Securityii) as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Registrar, any Paying Co-Registrar or any Transfer Agent or the Security Registrar shall have any responsibility obligation or liability for duty to monitor, determine or inquire as to compliance with any acts restrictions on transfer or omissions of any such depositary exchange imposed under this Indenture or under applicable law with respect to such Global Security, for the records any transfer or exchange of any such depositary, interest in any Note (including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between such depositary and any participant in such depositary or transfers between or among any such depositaryDTC participants, any such participant and/or any holder members or owner of a beneficial interest in such Global Security or for any transfers of beneficial interests owners in any Global Note) other than to require delivery of such Global Security.certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the express terms of this Indenture, to examine the same to determine if it substantially complies on its face as to form with the express requirements hereof, and to notify the party delivering the same if the certificate does not so comply. Section 2.10

No Obligation of the Trustee. (i1) None The Trustee (in any of the Trustee, any Paying Agent or the Security Registrar its capacities hereunder) shall have any no responsibility or obligation to any beneficial owner in of a Global SecurityNote, a member of, or a participant in the Depository in, DTC or other Person with respect to the accuracy of the records of the Depository DTC or its nominee or of any participant or member thereof, with respect to any ownership interest in the Securities Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the DepositoryDTC) of any notice (including any notice of redemptionredemption or purchase) or the payment of any amount, amount or delivery of any Notes (or other security or property) under or with respect to such SecuritiesNotes. All notices and communications to be given to the Holders and all payments to be made to Holders under in respect of the Securities Notes shall be given or made only to or upon the order of the registered Holders (which shall be the Depository DTC or its nominee in the case of the a Global SecurityNote). The rights of beneficial owners in the any Global Security Note shall be exercised only through the Depository DTC subject to the applicable rules and procedures of the DepositoryDTC. The Trustee, Trustee (in any Paying Agent and the Security Registrar of its capacities hereunder) may rely and shall be fully protected in relying upon information furnished by the Depository DTC with respect to its members, participants and any beneficial owners. The TrusteeNeither the Registrar, each the Paying Agent and Agent, nor the Security Registrar Trustee shall be entitled have any obligation or duty to deal monitor, determine or inquire as to compliance with any depositary restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including the Depository)any transfers between or among DTC participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and any nominee thereofto do so if and when expressly required by, that is the Holder of any Global Security for all purposes terms of this Indenture relating to such global Security (including the payment of principal, premium, if anyIndenture, and interest and additional amounts, if any, and to examine the giving of instructions or directions by or same to determine substantial compliance as to form with the owner or holder of a beneficial ownership interest in such Global Security) as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereofexpress requirements hereof. None of Neither the Trustee, any the Registrar, nor the Paying Agent or the Security Registrar nor any of their agents shall have any responsibility or liability for any acts actions taken or omissions of any such depositary with respect to such Global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between such depositary and any participant in such depositary or between or among any such depositary, any such participant and/or any holder or owner of a beneficial interest in such Global Security or for any transfers of beneficial interests in any such Global Securitynot taken by DTC.

No Obligation of the Trustee. (i) None of the Trustee, any Paying Agent or the Security Registrar The Trustee shall have any no responsibility or obligation to any beneficial owner in of a Global Security, a member of, or a participant in the Depository Depositary or any other Person with respect to the accuracy of the records of the Depository Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the DepositoryDepositary) of any notice (including any notice of redemptionredemption or repurchase) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders under the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depository Depositary or its nominee in the case of the a Global Security). The rights of beneficial owners in the any Global Security shall be exercised only through the Depository Depositary subject to the applicable rules and procedures of the DepositoryDepositary. The Trustee, any Paying Agent and the Security Registrar Trustee may rely and shall be fully protected in relying upon information furnished by the Depository Depositary with respect to its members, participants and any beneficial owners. The TrusteeTrustee shall be entitled to rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, each Paying Agent Depositary participants and the Security Registrar any beneficial owners. The Trustee shall be entitled to deal with any depositary (including the Depository)Depositary, and any nominee thereof, that is the Holder registered holder of any Global Security for all purposes of this Indenture relating to such global Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole Holder holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, any Paying Agent or the Security Registrar The Trustee shall not have any responsibility or liability for any acts or omissions of any such depositary the Depositary with respect to such Global Security, Security for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between such depositary the Depositary and any Depositary participant in such depositary or between or among any such depositarythe Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Security Security, or for any transfers of beneficial interests in any such Global Security.

No Obligation of the Trustee. (i) None of the Trustee, any Paying Agent or the Security Registrar The Trustee shall have any no responsibility or obligation to any beneficial owner in of a Global Security, a member of, or a participant in the Depository or any other Person with respect to the accuracy of the records of the Depository or its nominee or of any participant or member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depository) of any notice (including any notice of redemptionredemption or repurchase) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to the Holders under the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depository or its nominee in the case of the a Global Security). The rights of beneficial owners in the any Global Security shall be exercised only through the Depository subject to the applicable rules and procedures of the Depository. The Trustee, any Paying Agent and the Security Registrar Trustee may conclusively rely and shall be fully protected in so relying upon information furnished by the Depository with respect to its members, participants and any beneficial owners. The TrusteeTrustee shall have no obligation or duty to monitor, each Paying Agent and the Security Registrar shall be entitled determine or inquire as to deal compliance with any depositary (including restrictions on transfer imposed under the Depository), and Indenture or under applicable law with respect to any nominee thereof, that is the Holder transfer of any Global Security for all purposes of this Indenture relating to such global interest in any Security (including the payment of principalany transfers between or among Depository participants, premium, if any, and interest and additional amounts, if any, and the giving of instructions members or directions by or to the owner or holder of a beneficial ownership interest owners in such any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of the Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. EXHIBIT A [FORM OF FACE OF SECURITY] [Insert Global Securities Legend if applicable] [Insert Restricted Security Legend if applicable] [Insert Regulation S Temporary Global Security Legend if applicable] [Insert Definitive Security Legend if applicable] [Insert OID Legend if applicable] No. $___________ 8.750% Senior Secured First Lien Notes due 2026 CUSIP No.:1 ISIN No.:2 PARTY CITY HOLDINGS INC., a Delaware corporation, promises to pay to Cede & Co., or registered assigns, the principal sum of $ Dollars, [as the sole Holder same may be revised from time to time on the Schedule of such Increases or Decreases in Global Security attached hereto,]3 on February 15, 2026. Interest Payment Dates: February 15 and shall have no obligations to August 15, commencing on August 15, 2021 Record Dates: February 1 and August 1 Additional provisions of this Security are set forth on the beneficial owners thereof. None other side of the Trustee, any Paying Agent or the Security Registrar shall have any responsibility or liability for any acts or omissions of any such depositary with respect to such Global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between such depositary and any participant in such depositary or between or among any such depositary, any such participant and/or any holder or owner of a beneficial interest in such Global Security or for any transfers of beneficial interests in any such Global this Security.

No Obligation of the Trustee. (i) None of the Trustee, any Paying Agent or the Security Registrar The Trustee shall have any no responsibility or obligation to any beneficial owner in of a Global Security, a member of, or a participant in the Depository or any other Person with respect to the accuracy of the records of the Depository or its nominee or of any participant or member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depository) of any notice (including any notice of redemptionredemption or repurchase) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to the Holders under the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depository or its nominee in the case of the a Global Appendix A-12 Security). The rights of beneficial owners in the any Global Security shall be exercised only through the Depository subject to the applicable rules and procedures of the Depository. The Trustee, any Paying Agent and the Security Registrar Trustee may conclusively rely and shall be fully protected in so relying upon information furnished by the Depository with respect to its members, participants and any beneficial owners. The TrusteeTrustee shall have no obligation or duty to monitor, each Paying Agent and the Security Registrar shall be entitled determine or inquire as to deal compliance with any depositary (including restrictions on transfer imposed under the Depository), and Indenture or under applicable law with respect to any nominee thereof, that is the Holder transfer of any Global Security for all purposes of this Indenture relating to such global interest in any Security (including the payment of principalany transfers between or among Depository participants, premium, if any, and interest and additional amounts, if any, and the giving of instructions members or directions by or to the owner or holder of a beneficial ownership interest owners in such any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of the Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Appendix A-13 EXHIBIT A [FORM OF FACE OF SECURITY] [Insert Global Securities Legend if applicable] [Insert Restricted Securities Legend if applicable] [Insert Regulation S Temporary Global Security Legend if applicable] [Insert Definitive Security Legend if applicable] [Insert OID Legend] No. $___________ Senior Secured First Lien Floating Rate Notes due 2025 CUSIP No.: ISIN No.: PARTY CITY HOLDINGS INC., a Delaware corporation, promises to pay to Cede & Co., or registered assigns, the principal sum of $ Dollars, [as the sole Holder same may be revised from time to time on the Schedule of such Increases or Decreases in Global Security attached hereto,]1 on July 15, 2025. Interest Payment Dates: January 15 and shall have no obligations to July 15, commencing on January 15, 2021 Record Dates: January 1 and July 1 Additional provisions of this Security are set forth on the beneficial owners thereof. None other side of the Trustee, any Paying Agent or the Security Registrar shall have any responsibility or liability for any acts or omissions of any such depositary with respect to such Global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between such depositary and any participant in such depositary or between or among any such depositary, any such participant and/or any holder or owner of a beneficial interest in such Global Security or for any transfers of beneficial interests in any such Global this Security.

No Obligation of the Trustee. (i) None of the Trustee, any Registrar or Paying Agent or the Security Registrar shall have any responsibility or obligation to any beneficial owner in of a Global SecurityNote, a member of, or a participant in the Depository or other Person with respect to the accuracy of the records of the Depository or its nominee or of any participant or member thereof, with respect to any ownership interest in the Securities Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depository) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such SecuritiesNotes. All notices and communications to be given to the Holders and all payments to be made to Holders under the Securities Notes shall be given or made only to or upon the order of the registered Holders (which shall be the Depository or its nominee in the case of the a Global SecurityNote). The rights of beneficial owners in the any Global Security Note shall be exercised only through the Depository subject to the applicable rules and procedures of the Depository. The Trustee, any Registrar and Paying Agent and the Security Registrar may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its members, participants and any beneficial owners. The Trustee, each the Paying Agent and the Security Registrar shall be entitled to deal with any depositary (including the Depository), and any nominee thereof, Depository that is the Holder registered holder of any Global Security Note for all purposes of this Indenture relating to such global Security Global Note (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global SecurityNote) as the sole Holder holder of such Global Security Note and shall have no obligations to the beneficial owners thereof. None of the Trustee, any the Paying Agent or and the Security Registrar shall have any responsibility or liability for any acts or omissions of any such depositary the Depository with respect to such Global SecurityNote, for the records of any such depositarythe Depository, including records in respect of beneficial ownership interests in respect of any such Global SecurityNote, for any transactions between such depositary the Depository and any member or participant in such depositary the Depository or between or among any such depositarythe Depository, any such member or participant and/or any holder or owner of a beneficial interest in such Global Security Note, or for any transfers of beneficial interests in any such Global SecurityNote. Notwithstanding the foregoing, with respect to any Global Note, nothing herein shall prevent the Issuer, the Trustee, or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository, as a Holder, with respect to such Global Note or shall impair, as between the Depository and owners of beneficial interests in such Global Note, the operation of customary practices governing the exercise of the rights of the Depository as Holder of such Global Note.

No Obligation of the Trustee. (i) None of the Trustee, any the Paying Agent, the Transfer Agent or the Security Registrar in any of their respective capacities hereunder, shall have any responsibility or obligation to any beneficial owner in of a Global SecurityNote, a member of, or a participant in the Depository any Agent Member or other Person with respect to the accuracy of the records of the Depository Com-mon Depositary or its nominee or of any participant or member Agent Member thereof, with respect to any ownership interest in the Securities Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the DepositoryEuroclear and Clearstream) of any notice (including any notice of redemptionredemption or purchase) or the payment of any amount, amount or delivery of any Notes (or other security or property) under or with respect to such SecuritiesNotes. All notices and communications communi-cations to be given to the Holders and all payments to be made to Holders under in respect of the Securities Notes shall be given or made only to or upon the order of the registered Holders (which shall be the Depository Common Depositary or its nominee in the case of the a Global SecurityNote). The rights of beneficial owners in the any Global Security Note shall be exercised only through the Depository Eu-roclear and Clearstream subject to the applicable rules and procedures of the DepositoryEuroclear and Clearstream. The Trustee, any Paying Agent and the Security Registrar Trustee may rely and shall be fully protected in relying upon information furnished by the Depository Euroclear and Clearstream with respect re-spect to its members, participants and any beneficial owners. The Trustee, each Paying Agent and the Security Registrar shall be entitled to deal with any depositary (including the Depository), and any nominee thereof, that is the Holder of any Global Security for all purposes of this Indenture relating to such global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, any the Paying Agent, the Transfer Agent or the Security Registrar shall have any responsibility obligation or liability for du-ty to monitor, determine or inquire as to compliance with any acts restrictions on transfer imposed under this Indenture or omissions of any such depositary under applicable law with respect to such Global Security, for the records any transfer of any such depositary, interest in any Note (including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between such depositary and any participant in such depositary or transfers between or among Euroclear and Clearstream participants, members or beneficial owners in any Global Note) other than to re-quire delivery of such depositarycertificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial com-pliance as to form with the express requirements hereof. Neither the Trustee nor any such participant and/or of its agents shall have any holder or owner of a beneficial interest in such Global Security or responsibility for any transfers of beneficial interests in any such Global Security.actions taken or not taken by Euroclear and Clearstream. SECTION 2.7 [Reserved]. SECTION 2.8 [Reserved]. SECTION 2.9 [Reserved]. SECTION 2.10 [Reserved]. SECTION 2.11