Common use of Optional Redemption by Company Clause in Contracts

Optional Redemption by Company. (a) At any time and from time to time prior to the applicable Par Call Date for each series of the Fixed Rate Notes, the Company has the right, at its option, to redeem any series of Fixed Rate Notes, in whole or in part, at a redemption price equal to the greater of: (i) 100% of the principal amount of the Fixed Rate Notes to be redeemed, and (ii) the sum of the present values of the Remaining Scheduled Payments on such Fixed Rate Notes to be redeemed (not including any portion of the payments of interest that will be accrued and unpaid to and including the Redemption Date) discounted to the Redemption Date on an annual basis (ACTUAL/ACTUAL (ICMA)) at the applicable Comparable Government Bond Rate plus 10 basis points, in the case of the 2030 Notes, 15 basis points, in the case of the 2034 Notes and 15 basis points, in the case of the 2038 Notes, plus, in each case, accrued and unpaid interest, if any, on the principal amount of the Fixed Rate Notes being redeemed to, but excluding, the Redemption Date. (b) On or after the applicable Par Call Date for each series of Fixed Rate Notes, the Company has the right, at its option, to redeem each series of Fixed Rate Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of such Fixed Rate Notes to be redeemed, plus accrued and unpaid interest, if any, on the principal amount of the series of Fixed Rate Notes being redeemed to, but excluding, the Redemption Date. (c) The Company will cause the notice of any redemption to be mailed (or sent electronically in accordance with applicable Depositary procedures) to the registered Holders of the applicable Fixed Rate Notes to be redeemed not less than 15 nor more than 60 days prior to the Redemption Date. Any notice may, at the discretion of the Company be subject to the satisfaction or waiver of one or more conditions precedent. In that case, the notice shall state the nature of such condition precedent. If a series of Fixed Rate Notes is only partially redeemed pursuant to this Section 3.01, such Notes to be redeemed will be selected by the Trustee in such manner as in its sole discretion it shall deem appropriate and fair, subject to any applicable Depositary procedures. The price for any redemption pursuant to this Section 3.01 shall be paid prior to 12:00 noon, London time, on the applicable Redemption Date or at such later time as is then permitted by the rules of the Depositary applicable to such series of Fixed Rate Notes (if then registered as Global Notes); provided, that the Company shall deposit with the Trustee or the Paying Agent an amount sufficient to pay the applicable redemption price by 10:00 a.m., London time, on the date such redemption price is to be paid. (d) If money sufficient to pay the redemption price of all of the Fixed Rate Notes (or a portion thereof) to be redeemed on the applicable Redemption Date is deposited with the Trustee or the Paying Agent on or before such Redemption Date as provided herein, then on and after such Redemption Date, interest will cease to accrue on such series of Fixed Rate Notes (or such portion thereof) called for redemption.

Optional Redemption by Company. (a) At any time and from time to time prior to (i) the applicable Par Call Date for each series of the Fixed Rate 2024 Notes, the 2029 Notes, the 2039 Notes and the 2049 Notes and (ii) the 2022 Notes Maturity Date for the 2022 Notes, the Company has the right, at its option, to redeem any series of Fixed Rate Notes, in whole or in part, at a redemption price equal to the greater of: (i) 100% of the principal amount of the Fixed Rate Notes to be redeemed, and (ii) the sum of the present values of the Remaining Scheduled Payments on such Fixed Rate Notes to be redeemed (not including any portion of the payments of interest that will be accrued and unpaid to and including the Redemption Date) discounted to the Redemption Date on an a semi-annual basis (ACTUAL/ACTUAL (ICMA)assuming a 360-day year consisting of twelve 30-day months) at the applicable Comparable Government Bond Treasury Rate plus 10 basis points, in the case of the 2030 2022 Notes, 10 basis points, in the case of the 2024 Notes, 15 basis points, in the case of the 2034 Notes and 2029 Notes, 15 basis points, in the case of the 2038 2039 Notes and 20 basis points, in the case of the 2049 Notes, plus, in each case, accrued and unpaid interest, if any, on the principal amount of the Fixed Rate Notes being redeemed to, but excluding, the Redemption Date. (b) On or after the applicable Par Call Date for each series of Fixed Rate NotesDate, the Company has the right, at its option, to redeem each series of Fixed Rate the 2024 Notes, the 2029 Notes, the 2039 Notes and the 2049 Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of such Fixed Rate Notes to be redeemed, plus accrued and unpaid interest, if any, on the principal amount of the series of Fixed Rate such Notes being redeemed to, but excluding, the Redemption Date. (c) The Company will cause the notice of any redemption to be mailed (or sent electronically in accordance with applicable Depositary procedures) to the registered Holders of the applicable Fixed Rate Notes to be redeemed not less than 15 nor more than 60 days prior to the Redemption Date. Any notice may, at the discretion of the Company be subject to the satisfaction or waiver of one or more conditions precedent. In that case, the notice shall state the nature of such condition precedent. If a series of Fixed Rate Notes is only partially redeemed pursuant to this Section 3.01, such Notes to be redeemed will be selected by the Trustee in such manner as in its sole discretion it shall deem appropriate and fair, subject to any applicable Depositary procedures. The price for any redemption pursuant to this Section 3.01 shall be paid prior to 12:00 noon, London New York City time, on the applicable Redemption Date or at such later time as is then permitted by the rules of the Depositary applicable to such series of Fixed Rate Notes (if then registered as Global Notes); provided, that the Company shall deposit with the Trustee or the Paying Agent an amount sufficient to pay the applicable redemption price by 10:00 a.m., London New York City time, on the date such redemption price is to be paid. (d) If money sufficient to pay the redemption price of all of the Fixed Rate Notes (or a portion thereof) to be redeemed on the applicable Redemption Date is deposited with the Trustee or the Paying Agent on or before such Redemption Date as provided herein, then on and after such Redemption Date, interest will cease to accrue on such series of Fixed Rate Notes (or such portion thereof) called for redemption.

Optional Redemption by Company. (a) At any time and from time The Notes may not be redeemed by the Company prior to time August 25, 2026. On or after August 25, 2026 (181 days after February 25, 2026) (or, if additional notes are issued, beginning 181 days after the issue date of such additional notes), and, prior to February 25, 2031 (one year prior to the applicable Maturity Date (the “First Par Call Date for each series of the Fixed Rate NotesDate”)), the Company has may redeem the right, Notes at its option, to redeem any series of Fixed Rate Notes, in whole or in part, at a redemption price equal to the greater of: (i) 100% of the principal amount of the Fixed Rate Notes to be redeemed, and (ii) the sum of the present values of the Remaining Scheduled Payments on such Fixed Rate Notes to be redeemed (not including any portion of the payments of interest that will be accrued and unpaid to and including the Redemption Date) discounted to the Redemption Date on an annual basis (ACTUAL/ACTUAL (ICMA)) at the applicable Comparable Government Bond Rate plus 10 basis points, in the case of the 2030 Notes, 15 basis points, in the case of the 2034 Notes and 15 basis points, in the case of the 2038 Notes, plus, in each case, accrued and unpaid interest, if any, on the principal amount of the Fixed Rate Notes being redeemed to, but excluding, the Redemption Date. (b) On or after the applicable Par Call Date for each series of Fixed Rate Notes, the Company has the right, at its option, to redeem each series of Fixed Rate Notes, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (1) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming that the Notes matured on the First Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus 0.200% less (2) interest accrued to the Redemption Date; and (ii) 100% of the principal amount of such Fixed Rate the Notes to be redeemed, plus plus, in each case of (i) and (ii), accrued and unpaid interest, if any, on to, but excluding, the Redemption Date of the Notes to be redeemed. On the First Par Call Date, the Company may redeem the Notes, in whole but not in part, at a redemption price equal to 100% of the aggregate principal amount of the series Notes, plus accrued and unpaid interest thereon, if any, to, but excluding, the Redemption Date. On or after January 26, 2032 (the date that is 30 days prior to the Maturity Date), the Company may redeem the Notes, in whole or in part, at any time and from time to time, at its option at a redemption price equal to 100% of Fixed Rate the aggregate principal amount of the Notes being redeemed plus accrued and unpaid interest thereon, if any, to, but excluding, the Redemption Date. (c) The Company will cause the notice of any redemption to be mailed (or sent electronically in accordance with applicable Depositary procedures) to the registered Holders of the applicable Fixed Rate Notes to be redeemed not less than 15 nor more than 60 days prior to the Redemption Date. Any notice may, at the discretion of the Company be subject to the satisfaction or waiver of one or more conditions precedent. In that case, the notice shall state the nature of such condition precedent. If a series of Fixed Rate Notes is only partially redeemed pursuant to this Section 3.01, such Notes to be redeemed will be selected by the Trustee in such manner as in its sole discretion it shall deem appropriate and fair, subject to any applicable Depositary procedures. The price for any redemption pursuant to this Section 3.01 shall be paid prior to 12:00 noon, London time, on the applicable Redemption Date or at such later time as is then permitted by the rules of the Depositary applicable to such series of Fixed Rate Notes (if then registered as Global Notes); provided, that the Company shall deposit with the Trustee or the Paying Agent an amount sufficient to pay the applicable redemption price by 10:00 a.m., London time, on the date such redemption price is to be paid. (d) If money sufficient to pay the redemption price of all of the Fixed Rate Notes (or a portion thereof) to be redeemed on the applicable Redemption Date is deposited with the Trustee or the Paying Agent on or before such Redemption Date as provided herein, then on and after such Redemption Date, interest will cease to accrue on such series of Fixed Rate Notes (or such portion thereof) called for redemption.

Optional Redemption by Company. (a) At any time and from time to time prior Prior to the applicable Par Call Date for each series of the Fixed Rate NotesDate, the Company has may redeem the right, Notes at its option, to redeem any series of Fixed Rate Notes, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (ia) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points less (b) interest accrued to the Redemption Date, and (ii) 100% of the principal amount of the Fixed Rate Notes to be redeemed, and (ii) the sum of the present values of the Remaining Scheduled Payments on such Fixed Rate Notes to be redeemed (not including any portion of the payments of interest that will be accrued and unpaid to and including the Redemption Date) discounted to the Redemption Date on an annual basis (ACTUAL/ACTUAL (ICMA)) at the applicable Comparable Government Bond Rate plus 10 basis points, in the case of the 2030 Notes, 15 basis points, in the case of the 2034 Notes and 15 basis points, in the case of the 2038 Notes, plus, in each either case, accrued and unpaid interest, if any, on the principal amount of the Fixed Rate Notes being redeemed to, but excluding, interest thereon to the Redemption Date. (b) On or after the applicable Par Call Date for each series of Fixed Rate NotesDate, the Company has may redeem the right, at its option, to redeem each series of Fixed Rate Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of such Fixed Rate the Notes to be redeemed, being redeemed plus accrued and unpaid interest, if any, on the principal amount of the series of Fixed Rate Notes being redeemed to, but excluding, interest thereon to the Redemption Date. (c) The Company will cause the notice of any redemption to be mailed or electronically delivered (or sent electronically otherwise transmitted in accordance with applicable Depositary the Depositary’s procedures) to the registered Holders each Holder of the applicable Fixed Rate Notes to be redeemed not less than 15 10 nor more than 60 days prior to the Redemption Date. Any notice may, at the discretion of the Company be subject to the satisfaction or waiver of one or more conditions precedent. In that case, the notice shall state the nature of such condition precedent. If , including, but not limited to, completion of an equity offering, a series financing, or other corporate transaction, provided that if such redemption or notice is subject to satisfaction of Fixed Rate Notes is only partially redeemed pursuant to this Section 3.01one or more conditions precedent, such notice shall state that, in the Company’s discretion, the Redemption Date may be postponed until up to 60 days following the notice of redemption, and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Redemption Date (including as it may be postponed). In the case of a partial redemption, selection of the Notes to be redeemed for redemption will be selected made pro rata, by lot or by such other method as the Trustee in such manner as in its sole discretion it shall deem deems appropriate and fair. No Notes of a principal amount of $2,000 or less will be redeemed in part. If any Note is to be redeemed in part only, subject the notice of redemption that relates to any applicable the Note will state the portion of the principal amount of the Note to be redeemed. A new Note in a principal amount equal to the unredeemed portion of the Note will be issued in the name of the holder of the Note upon surrender for cancellation of the original Note. For so long as the Notes are held by the Depositary procedures(or another Depositary), the redemption of the Notes shall be done in accordance with the policies and procedures of the Depositary. Unless the Company defaults in payment of the redemption price, on and after the Redemption Date interest will cease to accrue on the Notes or portions thereof called for redemption. The price for any redemption pursuant to this Section 3.01 shall be paid prior to 12:00 noon, London New York City time, on the applicable Redemption Date or at such later time as is then permitted by the rules of the Depositary applicable to such series of Fixed Rate the Notes (if then registered as Global Notes); provided, that the Company shall deposit with the Trustee or the Paying Agent an amount sufficient to pay the applicable redemption price by 10:00 a.m., London New York City time, on the date such redemption price is to be paid. (d) If money sufficient to pay the redemption price of all of the Fixed Rate Notes (or a portion thereof) to be redeemed on the applicable Redemption Date is deposited with the Trustee or the Paying Agent on or before such Redemption Date as provided herein, then on and after such Redemption Date, interest will cease to accrue on such series of Fixed Rate Notes (or such portion thereof) called for redemption. (e) The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error. Neither the Trustee nor any Paying Agent shall have any obligation to calculate any redemption price or any component thereof in respect of the Notes, and the Trustee and each Paying Agent shall be entitled to receive and conclusively rely upon an Officer’s Certificate delivered by the Company that specifies any redemption price.

Optional Redemption by Company. (a) At any time and from time Subject to time Article Eleven of the Base Indenture, prior to the applicable Par Call Date for each Date, the Company may redeem any series of the Fixed Rate Notes, the Company has the right, at its option, to redeem any series of Fixed Rate Notes, in whole or in part, at a redemption price equal to the greater of: (i) 100% of the principal amount of the Fixed Rate Notes to be redeemed, and (ii) the sum of the present values of the Remaining Scheduled Payments on such Fixed Rate Notes to be redeemed (not including any portion of the payments of interest that will be accrued and unpaid to and including the Redemption Date) discounted to the Redemption Date on an annual basis (ACTUAL/ACTUAL (ICMA)) at the applicable Comparable Government Bond Rate plus 10 basis points, in the case of the 2030 Notes, 15 basis points, in the case of the 2034 Notes and 15 basis points, in the case of the 2038 Notes, plus, in each case, accrued and unpaid interest, if any, on the principal amount of the Fixed Rate Notes being redeemed to, but excluding, the Redemption Date. (b) On or after the applicable Par Call Date for each series of Fixed Rate Notes, the Company has the right, at its option, to redeem each series of Fixed Rate Notes, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (the “Make-Whole Optional Redemption Price”) equal to the greater of: (a) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes discounted to the Redemption Date (assuming the Notes matured on the applicable Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points, in the case of the 2025 Notes, 20 basis points, in the case of the 2027 Notes, 25 basis points, in the case of the 2029 Notes, 30 basis points, in the case of the 2033 Notes, 30 basis points, in the case of the 2052 Notes and 35 basis points, in the case of the 2062 Notes, in each case, less (b) interest accrued to the Redemption Date, and (2) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest on the Notes to be redeemed to the Redemption Date. (b) Subject to Article Eleven of the Base Indenture, on or after the applicable Par Call Date, the Company may redeem any series of the Notes, other than the 2025 Notes, in whole or in part, at a redemption price (the “Par Call Optional Redemption Price”) equal to 100% of the principal amount of such Fixed Rate the Notes to be redeemed, being redeemed plus accrued and unpaid interest, if any, interest on the principal amount of the series of Fixed Rate Notes being redeemed to, but excluding, to the Redemption Date. (c) The Unless the Company will cause the notice of any redemption to be mailed (or sent electronically defaults in accordance with applicable Depositary procedures) to the registered Holders payment of the applicable Fixed Rate Notes to be redeemed not less than 15 nor more than 60 days prior to Optional Redemption Price, on and after the Redemption Date. Any notice may, at Date interest will cease to accrue on the discretion Notes or portions thereof called for redemption. (d) Notice of the Company be subject to the satisfaction or waiver of one or more conditions precedent. In that case, the notice shall state the nature of such condition precedent. If a series of Fixed Rate Notes is only partially redeemed pursuant to this Section 3.01, such Notes to be redeemed will be selected by the Trustee in such manner as in its sole discretion it shall deem appropriate and fair, subject to any applicable Depositary procedures. The price for any redemption pursuant to this Section 3.01 4.1 shall be paid prior to 12:00 noon, London time, on the applicable Redemption Date or at such later time given as is then permitted by the rules provided in Section 1104 of the Depositary applicable to Base Indenture, except that any notice of such series redemption shall not specify the related Optional Redemption Price but only the manner of Fixed Rate Notes (if then registered as Global Notes); provided, that calculation thereof. The Trustee shall not be responsible for the calculation of such Optional Redemption Price. The Company shall deposit with calculate such Optional Redemption Price and promptly notify the Trustee or thereof. The Company’s actions and determinations in determining the Paying Agent an amount sufficient to pay the applicable redemption price by 10:00 a.m.Optional Redemption Price shall be conclusive and binding for all purposes, London time, on the date such redemption price is to be paidabsent manifest error. (d) If money sufficient to pay the redemption price of all of the Fixed Rate Notes (or a portion thereof) to be redeemed on the applicable Redemption Date is deposited with the Trustee or the Paying Agent on or before such Redemption Date as provided herein, then on and after such Redemption Date, interest will cease to accrue on such series of Fixed Rate Notes (or such portion thereof) called for redemption.

Optional Redemption by Company. Except as otherwise may be specified in this Supplemental Indenture, prior to March 23, 2021 (a) At any time and from time to time three months prior to the applicable Par Call Date for each series of the Fixed Rate NotesMaturity Date), the Company has shall have the right, at its option, right to redeem any series of Fixed Rate the Notes, in whole or in part, at any time or from time to time, at its option, at a redemption price (the “Make-Whole Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the Fixed Rate Notes to be redeemed, and; or (ii) the sum of the present values of the Remaining Scheduled Payments on such Fixed Rate Notes to be redeemed remaining scheduled payments of principal and interest thereon (not including any portion of the such payments of interest that will be accrued and unpaid to and including as of the Redemption Date) ), discounted to the Redemption Date on an annual a semiannual basis (ACTUAL/ACTUAL (ICMA)assuming a 360-day year consisting of twelve 30-day months) at the applicable Comparable Government Bond Rate Treasury Rate, plus 10 basis points, in the case of the 2030 Notes, 15 basis points, in the case of the 2034 Notes and 15 basis points, in the case of the 2038 Notes, plus, plus in each case, case accrued and unpaid interest, if any, on the principal amount of the Fixed Rate Notes being redeemed interest thereon to, but excluding, the Redemption Date. (b) On . In addition, at any time on or after March 23, 2021 (three months prior to the applicable Par Call Date for each series of Fixed Rate NotesMaturity Date), the Company has shall have the right, at its option, right to redeem each series of Fixed Rate the Notes, in whole or in part, at any time and or from time to time, at its option, at a redemption price (the “Par Redemption Price”) equal to 100% of the principal amount of such Fixed Rate the Notes to be redeemed, plus accrued and unpaid interest, if any, on the principal amount of the series of Fixed Rate Notes being redeemed interest thereon to, but excluding, the Redemption Date. (c) . Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered holders as of the close of business on the relevant Record Date. The Company will cause the notice of any such redemption to be mailed (or sent electronically in accordance with applicable Depositary procedures) to the registered Holders holders of the applicable Fixed Rate Notes to be redeemed not less than 15 30 nor more than 60 days prior to the Redemption Date. Any notice may, at If the discretion of the Company be subject to the satisfaction or waiver of one or more conditions precedent. In that case, the notice shall state the nature of such condition precedent. If a series of Fixed Rate Notes is are only partially redeemed pursuant to this Section 3.01, such the Notes to be redeemed will be selected by the Trustee in such manner as in its sole discretion it shall deem appropriate and fair; provided, subject that if at the time of redemption the Notes to any applicable be redeemed are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of the Notes to be redeemed held by each of its participants that holds a position in such Notes. The price for any redemption pursuant to this Section 3.01 Optional Redemption Price shall be paid prior to 12:00 noon, London New York City time, on the applicable Redemption Date or at such later time as is then permitted by the rules of the Depositary applicable to such series of Fixed Rate for the Notes (if then registered as a Global NotesNote); provided, that the Company shall deposit with the Trustee or the Paying Agent an amount sufficient to pay the applicable redemption price Optional Redemption Price by 10:00 a.m., London New York City time, on the date such redemption price Optional Redemption Price is to be paid. (d) . If money sufficient to pay the redemption price of all of the Fixed Rate Notes (or a portion portions thereof) to be redeemed on the applicable Redemption Date is deposited with the Trustee or the Paying Agent on or before such the Redemption Date as provided herein, then on and after such Redemption Date, interest will cease to accrue on such series of Fixed Rate Notes (or such portion thereof) called for redemption.

Optional Redemption by Company. (a) At any time and from time to time prior to the applicable Par Call Date for each series of the Fixed Rate NotesDate, the Company has the right, at its option, to redeem any series of Fixed Rate the Notes, in whole or in part, at a redemption price equal to the greater of: (i) 100% of the principal amount of the Fixed Rate Notes to be redeemed, and (ii) the sum of the present values of the Remaining Scheduled Payments on such Fixed Rate Notes to be redeemed (not including any portion of the payments of interest that will be accrued and unpaid to and including the Redemption Date) discounted to the Redemption Date on an a semi-annual basis (ACTUAL/ACTUAL (ICMA)assuming a 360-day year consisting of twelve 30-day months) at the applicable Comparable Government Bond Treasury Rate plus 10 20 basis points, in the case of the 2030 Notes, 15 basis points, in the case of the 2034 Notes and 15 basis points, in the case of the 2038 Notes, plus, in each case, accrued and unpaid interest, if any, on the principal amount of the Fixed Rate Notes being redeemed to, but excluding, the Redemption Date. (b) On or after the applicable Par Call Date for each series of Fixed Rate NotesDate, the Company has the right, at its option, to redeem each series of Fixed Rate the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of such Fixed Rate the Notes to be redeemed, plus accrued and unpaid interest, if any, on the principal amount of the series of Fixed Rate Notes being redeemed to, but excluding, the Redemption Date. (c) The Company will cause the notice of any redemption to be mailed (or sent electronically in accordance with applicable Depositary procedures) to the registered Holders of the applicable Fixed Rate Notes to be redeemed not less than 15 10 nor more than 60 days prior to the Redemption Date. Any notice may, at the discretion of the Company be subject to the satisfaction or waiver of one or more conditions precedent. In that case, the notice shall state the nature of such condition precedent. If a series of Fixed Rate the Notes is are only partially redeemed pursuant to this Section 3.01, such Notes to be redeemed will be selected by the Trustee in such manner as in its sole discretion it shall deem appropriate and fair, subject to any applicable Depositary procedures. The price for any redemption pursuant to this Section 3.01 shall be paid prior to 12:00 noon, London New York City time, on the applicable Redemption Date or at such later time as is then permitted by the rules of the Depositary applicable to such series of Fixed Rate the Notes (if then registered as Global Notes); provided, that the Company shall deposit with the Trustee or the Paying Agent an amount sufficient to pay the applicable redemption price by 10:00 a.m., London New York City time, on the date such redemption price is to be paid. (d) If money sufficient to pay the redemption price of all of the Fixed Rate Notes (or a portion thereof) to be redeemed on the applicable Redemption Date is deposited with the Trustee or the Paying Agent on or before such Redemption Date as provided herein, then on and after such Redemption Date, interest will cease to accrue on such series of Fixed Rate Notes (or such portion thereof) called for redemption. (e) Neither the Trustee nor any Paying Agent shall have any obligation to calculate any redemption price or any component thereof in respect of the Notes, and the Trustee and each Paying Agent shall be entitled to receive and conclusively rely upon an Officer’s Certificate delivered by the Company that specifies any redemption price.

Optional Redemption by Company. (a) Except as set forth in Section 3.02, the Floating Rate Notes shall not be redeemable prior to the Floating Rate Notes Maturity Date. (b) At any time and from time to time prior to the applicable Par Call Date for each series of the Fixed Rate NotesMarch 30, 2027, the Company has the right, at its option, to redeem any series of Fixed Rate the 2027 Notes, in whole or in part, at a redemption price equal to the greater of: (i) 100% of the principal amount of the Fixed Rate 2027 Notes to be redeemed, and (ii) the sum of the present values of the Remaining Scheduled Payments on such Fixed Rate the 2027 Notes to be redeemed (not including any portion of the payments of interest that will be accrued and unpaid to and including the Redemption Date) discounted to the Redemption Date on an annual basis (ACTUAL/ACTUAL (ICMA)) at the applicable Comparable Government Bond Rate plus 10 basis points, in the case of the 2030 Notes, 15 basis points, in the case of the 2034 Notes and 15 basis points, in the case of the 2038 Notes, plus, in each case, plus accrued and unpaid interest, if any, on the principal amount of the Fixed Rate 2027 Notes being redeemed to, but excluding, the Redemption Date. (bc) On or after the applicable Par Call Date for each series of Fixed Rate NotesMarch 30, 2027, the Company has the right, at its option, to redeem each series of Fixed Rate the 2027 Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of such Fixed Rate the 2027 Notes to be redeemed, plus accrued and unpaid interest, if any, on the principal amount of the series of Fixed Rate 2027 Notes being redeemed to, but excluding, the Redemption Date. (cd) The Company will cause the notice of any redemption to be mailed (or sent electronically in accordance with applicable Depositary procedures) to the registered Holders of the applicable Fixed Rate 2027 Notes to be redeemed not less than 15 30 nor more than 60 days prior to the Redemption Date. Any notice may, at If the discretion of the Company be subject to the satisfaction or waiver of one or more conditions precedent. In that case, the notice shall state the nature of such condition precedent. If a series of Fixed Rate 2027 Notes is are only partially redeemed pursuant to this Section 3.01, such 2027 Notes to be redeemed will be selected by the Trustee in such manner as in its sole discretion it shall deem appropriate and fair, subject to any applicable Depositary procedures. The price for any redemption pursuant to this Section 3.01 shall be paid prior to 12:00 noon, London time, on the applicable Redemption Date or at such later time as is then permitted by the rules of the Depositary applicable to such series of Fixed Rate the 2027 Notes (if then registered as Global Notes); provided, that the Company shall deposit with the Trustee or the 2027 Notes Paying Agent an amount sufficient to pay the applicable redemption price by 10:00 a.m., London time, on the date such redemption price is to be paid. (de) If money sufficient to pay the redemption price of all of the Fixed Rate 2027 Notes (or a portion thereof) to be redeemed on the applicable Redemption Date is deposited with the Trustee or the 2027 Notes Paying Agent on or before such Redemption Date as provided herein, then on and after such Redemption Date, interest will cease to accrue on such series of Fixed Rate 2027 Notes (or such portion thereof) called for redemption.

Optional Redemption by Company. (a) At Subject to Article Eleven of the Base Indenture, the Company shall have the right to redeem any series of the Notes, in whole or in part, at any time and from time to time prior to the applicable 2023 Par Call Date for each series Date, in the case of the Fixed Rate 2023 Notes, prior to the Company has 2028 Par Call Date, in the right, at its option, to redeem any series case of Fixed Rate the 2028 Notes, or prior to the 2048 Par Call Date, in whole or in partthe case of the 2048 Notes, at a redemption price (the “Make-Whole Optional Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the Fixed Rate Notes to be redeemed, ; and (ii) the sum of (x) the present values of the Remaining Scheduled Payments remaining scheduled payments of principal and interest on such Fixed Rate the Notes to be redeemed that would be due if such Notes matured on the applicable Par Call Date (not including any portion of the payments exclusive of interest that will be accrued and unpaid to and including the Redemption Date) discounted to the Redemption Date on an a semi-annual basis (ACTUAL/ACTUAL (ICMAassuming a 360-day year consisting of twelve 30-day months)) , at the applicable Comparable Government Bond Adjusted Treasury Rate plus (y) 10 basis points, in the case of the 2030 2023 Notes, 15 basis points, in the case of the 2034 Notes 2028 Notes, and 15 20 basis points, in the case of the 2038 2048 Notes, plus, in each case, plus accrued and unpaid interest, if any, on the principal amount of the Fixed Rate Notes being redeemed to, interest to but excluding, excluding the Redemption DateDate for the Notes to be redeemed. (b) On or after Subject to Article Eleven of the applicable Par Call Date for each series of Fixed Rate NotesBase Indenture, the Company has shall have the right, at its option, right to redeem each any series of Fixed Rate the Notes, in whole or in part, at any time and from time to timetime on or after the 2023 Par Call Date, in the case of the 2023 Notes, on or after the 2028 Par Call Date, in the case of the 2028 Notes, or on or after the 2048 Par Call Date, in the case of the 2048 Notes, at a redemption price (the “Par Call Optional Redemption Price”) equal to 100% of the principal amount of such Fixed Rate the Notes to be redeemed, plus accrued and unpaid interest, if any, on the principal amount of the series of Fixed Rate Notes being redeemed to, interest to but excluding, excluding the Redemption Date. (c) The Company will cause the notice of any redemption to be mailed (or sent electronically in accordance with applicable Depositary procedures) to the registered Holders of On and after the applicable Fixed Rate Notes to be redeemed not less than 15 nor more than 60 days prior to the Redemption Date. Any notice may, at the discretion of the Company be subject to the satisfaction or waiver of one or more conditions precedent. In that case, the notice shall state the nature of such condition precedent. If a series of Fixed Rate Notes is only partially redeemed pursuant to this Section 3.01, such Notes to be redeemed will be selected by the Trustee in such manner as in its sole discretion it shall deem appropriate and fair, subject to any applicable Depositary procedures. The price for any redemption pursuant to this Section 3.01 shall be paid prior to 12:00 noon, London time, on the applicable Redemption Date or at such later time as is then permitted by the rules of the Depositary applicable to such series of Fixed Rate Notes (if then registered as Global Notes); provided, that the Company shall deposit with the Trustee or the Paying Agent an amount sufficient to pay the applicable redemption price by 10:00 a.m., London time, on the date such redemption price is to be paid. (d) If money sufficient to pay the redemption price of all of the Fixed Rate Notes (or a portion thereof) to be redeemed on the applicable Redemption Date is deposited with the Trustee or the Paying Agent on or before such Redemption Date as provided herein, then on and after such Redemption Date, interest will cease to accrue on such series the Notes or any portion of Fixed Rate the Notes called for redemption (unless the Company defaults in the payment of the Optional Redemption Price and accrued interest). On or before the applicable Redemption Date, the Company will deposit with a Paying Agent (or the Trustee) money sufficient to pay the Optional Redemption Price of, and accrued interest on, the Notes to be redeemed on such portion Redemption Date. If less than all of the Notes of a series are to be redeemed, the Notes to be redeemed shall be selected by the Trustee in compliance with the requirements of the principal national securities exchange, if any, by lot and subject to Applicable Procedures of the Depository or by such method as the Trustee shall deem appropriate. (d) Notice of any redemption pursuant to this Section 4.1 shall be given as provided in Section 1104 of the Base Indenture, except that any notice of such redemption shall not specify the related Optional Redemption Price but only the manner of calculation thereof) called . The Trustee shall not be responsible for redemptionthe calculation of such Optional Redemption Price. The Company shall calculate such Optional Redemption Price and promptly notify the Trustee thereof.

Optional Redemption by Company. (a) At any time and from time to time prior to the applicable Par Call Date for each series of the Fixed Rate NotesDate, the Company has the right, at its option, to redeem any series of Fixed Rate Notes, in whole or in part, at a redemption price equal to the greater of: (i) 100% of the principal amount of the Fixed Rate Notes to be redeemed, and (ii) the sum of the present values of the Remaining Scheduled Payments on such Fixed Rate the series of Notes to be redeemed (not including any portion of the payments of interest that will be accrued and unpaid to and including the Redemption Date) discounted to the Redemption Date on an annual basis (ACTUAL/ACTUAL (ICMA)) at the applicable Comparable Government Bond Rate plus 10 20 basis points, in the case of the 2030 2026 Notes, 15 20 basis points, in the case of the 2034 Notes and 15 2028 Notes, 25 basis points, in the case of the 2038 2031 Notes, 30 basis points, in the case of the 2039 Notes and 35 basis points, in the case of the 2049 Notes, (iii) plus, in each case, accrued and unpaid interest, if any, on the principal amount of the Fixed Rate Notes being redeemed to, but excluding, the Redemption Date. (b) On or after the applicable Par Call Date for each series of Fixed Rate NotesDate, the Company has the right, at its option, to redeem each any series of Fixed Rate Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of such Fixed Rate the Notes to be redeemed, plus accrued and unpaid interest, if any, on the principal amount of the series of Fixed Rate Notes being redeemed to, but excluding, the Redemption Date. (c) The Company will cause the notice of any redemption to be mailed (or sent electronically in accordance with applicable Depositary procedures) to the registered Holders of the applicable Fixed Rate Notes to be redeemed not less than 15 nor more than 60 days prior to the Redemption Date. Any notice may, at the discretion of the Company be subject to the satisfaction or waiver of one or more conditions precedent. In that case, the notice shall state the nature of such condition precedent. If a series of Fixed Rate Notes is are only partially redeemed pursuant to this Section 3.01, such Notes to be redeemed will be selected by the Trustee in such manner as in its sole discretion it shall deem appropriate and fair, subject to any applicable Depositary procedures. The price for any redemption pursuant to this Section 3.01 shall be paid prior to 12:00 noon, London time, on the applicable Redemption Date or at such later time as is then permitted by the rules of the Depositary applicable to such series of Fixed Rate Notes (if then registered as Global Notes); provided, that the Company shall deposit with the Trustee or the Paying Agent an amount sufficient to pay the applicable redemption price by 10:00 a.m., London time, on the date such redemption price is to be paid. (d) If money sufficient to pay the redemption price of all of the Fixed Rate Notes (or a portion thereof) to be redeemed on the applicable Redemption Date is deposited with the Trustee or the Paying Agent on or before such Redemption Date as provided herein, then on and after such Redemption Date, interest will cease to accrue on such series of Fixed Rate Notes (or such portion thereof) called for redemption.

Optional Redemption by Company. (a) At any time and from time to time prior to the applicable Par Call Date for each series of the Fixed Rate NotesDate, the Company has the right, at its option, to redeem any series of Fixed Rate Notes, in whole or in part, at a redemption price equal to the greater of: (i) 100% of the principal amount of the Fixed Rate Notes to be redeemed, and (ii) the sum of the present values of the Remaining Scheduled Payments on such Fixed Rate the series of Notes to be redeemed (not including any portion of the payments of interest that will be accrued and unpaid to and including the Redemption Date) discounted to the Redemption Date on an annual basis (ACTUAL/ACTUAL (ICMA)) at the applicable Comparable Government Bond Rate plus 10 35 basis points, in the case of the 2024 Notes, 40 basis points, in the case of the 2026 Notes and 45 basis points, in the case of the 2030 Notes, 15 basis points, in the case of the 2034 Notes and 15 basis points, in the case of the 2038 Notes, , (iii) plus, in each case, accrued and unpaid interest, if any, on the principal amount of the Fixed Rate Notes being redeemed to, but excluding, the Redemption Date. (b) On or after the applicable Par Call Date for each series of Fixed Rate Notes, the Company has the right, at its option, to redeem each series of Fixed Rate Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of such Fixed Rate Notes to be redeemed, plus accrued and unpaid interest, if any, on the principal amount of the series of Fixed Rate Notes being redeemed to, but excluding, the Redemption Date. (c) The Company will cause the notice of any redemption to be mailed (or sent electronically in accordance with applicable Depositary procedures) to the registered Holders of the applicable Fixed Rate Notes to be redeemed not less than 15 nor more than 60 days prior to the Redemption Date. Any notice may, at the discretion of the Company be subject to the satisfaction or waiver of one or more conditions precedent. In that case, the notice shall state the nature of such condition precedent. If a series of Fixed Rate Notes is are only partially redeemed pursuant to this Section 3.01, such Notes to be redeemed will be selected by the Trustee in such manner as in its sole discretion it shall deem appropriate and fair, subject to any applicable Depositary procedures. The price for any redemption pursuant to this Section 3.01 shall be paid prior to 12:00 noon, London time, on the applicable Redemption Date or at such later time as is then permitted by the rules of the Depositary applicable to such series of Fixed Rate Notes (if then registered as Global Notes); provided, that the Company shall deposit with the Trustee or the Paying Agent an amount sufficient to pay the applicable redemption price by 10:00 a.m., London time, on the date such redemption price is to be paid. (d) If money sufficient to pay the redemption price of all of the Fixed Rate Notes (or a portion thereof) to be redeemed on the applicable Redemption Date is deposited with the Trustee or the Paying Agent on or before such Redemption Date as provided herein, then on and after such Redemption Date, interest will cease to accrue on such series of Fixed Rate Notes (or such portion thereof) called for redemption.