Common use of Restricted Global Notes Clause in Contracts

Restricted Global Notes. The Notes are initially being offered and sold to qualified institutional buyers as defined in Rule 144A (collectively, “QIBs” or individually a “QIB”) in reliance on Rule 144A under the Securities Act or in offshore transactions in reliance on Regulation S under the Securities Act. The Notes shall be issued initially in the form of one or more Restricted Global Notes, in fully registered form without interest coupons, which shall be deposited on behalf of the purchasers of such Notes represented thereby with the Trustee, at its Corporate Trust Office, as Securities Custodian (the “Securities Custodian”) for the Depositary, and registered in the name of its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. With respect to the Notes, Notes initially offered and sold to QIBs in reliance on Rule 144A shall be issued in the form of one or more 144A Global Notes, and Notes initially offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall be issued in the form of one or more Regulation S Global Notes. Clearstream Banking, S.A. (“Clearstream”) and Euroclear Bank 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. The Each of the 2027 Notes and the 2047 Notes are initially being offered and sold only (A) to qualified institutional buyers as defined in Rule 144A (collectively, “QIBs” or individually a “QIB”) 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 reliance on compliance with Regulation S under the Securities ActS. Each series of Notes shall be available initially only in book-entry form. The Notes shall will be issued initially in the form of one or more Restricted Global Notes, in fully registered form without interest coupons, which . The Restricted Global Notes shall be deposited with, or on behalf of the purchasers of such Notes represented thereby with the Trusteeof, at its Corporate The Depository Trust Office, as Securities Custodian Company (the “Securities CustodianDTC”) for the Depositary, 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, duly executed and transfers of beneficial interests in the Restricted Global Notes will be effected through, records maintained by the Company DTC and authenticated by the Trustee as hereinafter providedits participants. With respect to the each series of Notes, Notes initially offered and sold to QIBs in reliance on Rule 144A shall be issued in the book-entry form of and initially will be represented by one or more Rule 144A Global Notes, and Notes initially offered and sold in offshore transactions in reliance on outside the United States pursuant to Regulation S under the Securities Act shall be issued in the book-entry form of and initially will be represented by one or more Regulation S Global Notes. Clearstream Banking, S.A. (“Clearstream”) and Euroclear Bank S.A./N.V. 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. The Notes are initially being offered and sold only (A) to qualified institutional buyers as defined in Rule 144A (collectively, “QIBs” or individually a “QIB”) 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 reliance on compliance with Regulation S under the Securities Act. S. The Notes shall be available initially only in book-entry form. The Notes will be issued initially in the form of one or more Restricted Global Notes, in fully registered form without interest coupons, which . The Restricted Global Notes shall be deposited with, or on behalf of the purchasers of such Notes represented thereby with the Trusteeof, at its Corporate Trust Office, as Securities Custodian (the “Securities Custodian”) for the Depositary, 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, duly executed and transfers of beneficial interests in the Restricted Global Notes will be effected through, records maintained by the Company DTC and authenticated by the Trustee as hereinafter providedits participants. With respect to the Notes, Notes initially offered and sold to QIBs in reliance on Rule 144A shall be issued in the book-entry form of and initially will be represented by one or more Rule 144A Global Notes, and Notes initially offered and sold in offshore transactions in reliance on outside the United States pursuant to Regulation S under the Securities Act shall be issued in the book-entry form of and initially will be represented by one or more Regulation S Global Notes. Clearstream Banking, S.A. (“Clearstream”) and Euroclear Bank S.A./N.V. 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. The Notes are initially being offered and sold to qualified institutional buyers as defined in Rule 144A (collectively, “QIBs” or individually a “QIB”) in reliance on Rule 144A under the Securities Act or in offshore transactions in reliance on Regulation S under the Securities Act. The Notes shall be issued initially in the form of one or more Restricted Global Notes, in fully registered form without interest coupons, which shall be deposited on behalf of the purchasers of such Notes represented thereby with the Trustee, at its Corporate Trust Office, as Securities Custodian (the “Securities Custodian”) for the Depositary, and registered in the name of its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. With respect to the Notes, Notes initially offered and sold to QIBs in reliance on Rule 144A shall be issued in the form of one or more 144A Global Notes, and Notes initially offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall be issued in the form of one or more Regulation S Global Notes. Clearstream Banking, Banking S.A. (“Clearstream”) and Euroclear Bank S.A./N.V. 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.