Common use of Restricted Global Notes Clause in Contracts

Restricted Global Notes. Each of the 2027 Notes and the 2047 Notes are initially being offered and sold only (A) to Qualified Institutional Buyers in reliance on Rule 144A or (B) outside the United States, to persons other than “U.S. persons” as defined in Rule 902 under the Securities Act in offshore transactions in compliance with Regulation S. Each series of Notes shall be available initially only in book-entry form. The Notes will be issued in the form of one or more Restricted Global Notes. The Restricted Global Notes shall be deposited with, or on behalf of, The Depository Trust Company (“DTC”) and registered in its name or in the name of Cede & Co., its nominee. Beneficial interests in the Restricted Global Notes will be shown on, and transfers of beneficial interests in the Restricted Global Notes will be effected through, records maintained by DTC and its participants. With respect to each series of Notes, Notes initially offered and sold to QIBs in reliance on Rule 144A shall be issued in book-entry form and initially will be represented by one or more Rule 144A Global Notes, and Notes initially offered and sold outside the United States pursuant to Regulation S shall be issued in book-entry form and initially will be represented by one or more Regulation S Global Notes. Clearstream Banking, S.A. (“Clearstream”) and Euroclear Bank SA/NV (“Euroclear”) may hold beneficial interests in the Regulation S Global Notes on behalf of their participants through their respective depositories. Beneficial interests in a Regulation S Global Note may also be held through organizations other than Clearstream and Euroclear that are participants in DTC. The aggregate principal amount of each Restricted Global Note may from time to time be increased or decreased by adjustments made on the records of the Securities Custodian as hereinafter provided, subject in each case to compliance with the Applicable Procedures.

Restricted Global Notes. Each of the 2027 Notes and the 2047 The Notes are initially being offered and sold only (A) to Qualified Institutional Buyers in reliance on Rule 144A or (B) outside the United States, to persons other than “U.S. persons” as defined in Rule 902 under the Securities Act in offshore transactions in compliance with Regulation S. Each series of The Notes shall be available initially only in book-entry form. The Notes will be issued in the form of one or more Restricted Global Notes. The Restricted Global Notes shall be deposited with, or on behalf of, The Depository Trust Company (“DTC”) DTC and registered in its name or in the name of Cede & Co., its nominee. Beneficial interests in the Restricted Global Notes will be shown on, and transfers of beneficial interests in the Restricted Global Notes will be effected through, records maintained by DTC and its participants. With respect to each series of Notes, Notes initially offered and sold to QIBs in reliance on Rule 144A shall be issued in book-entry form and initially will be represented by one or more Rule 144A Global Notes, and Notes initially offered and sold outside the United States pursuant to Regulation S shall be issued in book-entry form and initially will be represented by one or more Regulation S Global Notes. Clearstream Banking, S.A. (“Clearstream”) and Euroclear Bank SA/NV (“Euroclear”) may hold beneficial interests in the Regulation S Global Notes on behalf of their participants through their respective depositories. Beneficial interests in a Regulation S Global Note may also be held through organizations other than Clearstream and Euroclear that are participants in DTC. The aggregate principal amount of each Restricted Global Note may from time to time be increased or decreased by adjustments made on the records of the Securities Custodian as hereinafter provided, subject in each case to compliance with the Applicable Procedures.

Restricted Global Notes. Each of the 2027 Notes and the 2047 The Notes are initially being offered and sold only to qualified institutional buyers as defined in Rule 144A (Acollectively, “QIBs” or individually a “QIB”) to Qualified Institutional Buyers in reliance on Rule 144A or (B) outside the United States, to persons other than “U.S. persons” as defined in Rule 902 under the Securities Act or in offshore transactions in compliance with reliance on Regulation S. Each series of S under the Securities Act. The Notes shall be available issued initially only in book-entry form. The Notes will be issued in the form of one or more Restricted Global Notes. The Restricted Global Notes , in fully registered form without interest coupons, which shall be deposited with, or on behalf ofof the purchasers of such Notes represented thereby with the Trustee, The Depository at its Corporate Trust Company Office, as Securities Custodian (the “DTCSecurities Custodian”) for the Depositary, and registered in its name or in the name of Cede & Co., its nominee. Beneficial interests in , duly executed by the Restricted Global Notes will be shown on, Company and transfers of beneficial interests in authenticated by the Restricted Global Notes will be effected through, records maintained by DTC and its participantsTrustee as hereinafter provided. With respect to each series of the Notes, Notes initially offered and sold to QIBs in reliance on Rule 144A shall be issued in book-entry the form and initially will be represented by of one or more Rule 144A Global Notes, and Notes initially offered and sold outside the United States pursuant to in offshore transactions in reliance on Regulation S under the Securities Act shall be issued in book-entry the form and initially will be represented by of one or more Regulation S Global Notes. Clearstream Banking, S.A. (“Clearstream”) and Euroclear Bank SA/NV S.A./N.V. (“Euroclear”) may hold beneficial interests in the Regulation S Global Notes on behalf of their participants through their respective depositories. Beneficial interests in a Regulation S Global Note may also be held through organizations other than Clearstream and Euroclear that are participants in DTC. The aggregate principal amount of each Restricted Global Note may from time to time be increased or decreased by adjustments made on the records of the Securities Custodian as hereinafter provided, subject in each case to compliance with the Applicable Procedures.

Restricted Global Notes. Each of the 2027 Notes and the 2047 The Notes are initially being offered and sold only to qualified institutional buyers as defined in Rule 144A (Acollectively, “QIBs” or individually a “QIB”) to Qualified Institutional Buyers in reliance on Rule 144A or (B) outside the United States, to persons other than “U.S. persons” as defined in Rule 902 under the Securities Act or in offshore transactions in compliance with reliance on Regulation S. Each series of S under the Securities Act. The Notes shall be available issued initially only in book-entry form. The Notes will be issued in the form of one or more Restricted Global Notes. The Restricted Global Notes , in fully registered form without interest coupons, which shall be deposited with, or on behalf ofof the purchasers of such Notes represented thereby with the Trustee, The Depository at its Corporate Trust Company Office, as Securities Custodian (the “DTCSecurities Custodian”) for the Depositary, and registered in its name or in the name of Cede & Co., its nominee. Beneficial interests in , duly executed by the Restricted Global Notes will be shown on, Company and transfers of beneficial interests in authenticated by the Restricted Global Notes will be effected through, records maintained by DTC and its participantsTrustee as hereinafter provided. With respect to each series of the Notes, Notes initially offered and sold to QIBs in reliance on Rule 144A shall be issued in book-entry the form and initially will be represented by of one or more Rule 144A Global Notes, and Notes initially offered and sold outside the United States pursuant to in offshore transactions in reliance on Regulation S under the Securities Act shall be issued in book-entry the form and initially will be represented by of one or more Regulation S Global Notes. Clearstream Banking, Banking S.A. (“Clearstream”) and Euroclear Bank SA/NV (“Euroclear”) may hold beneficial interests in the Regulation S Global Notes on behalf of their participants through their respective depositories. Beneficial interests in a Regulation S Global Note may also be held through organizations other than Clearstream and Euroclear that are participants in DTC. The aggregate principal amount of each Restricted Global Note may from time to time be increased or decreased by adjustments made on the records of the Securities Custodian as hereinafter provided, subject in each case to compliance with the Applicable Procedures.