certificates, depositary receipts or other instruments which evidence a direct ownership interest in obligations
described in clause (x)(i) or (x)(ii) above or in any specific principal or interest payments due in respect thereof.
With respect to the 3.050% 2029 Notes and the 2042 Notes, the term “U.S. government obligations” shall
instead mean (x) any security that is (i) a direct obligation of the United Kingdom government or (ii) an obligation of a
person controlled or supervised by and acting as an agency or instrumentality of the United Kingdom government the
payment of which is fully and unconditionally guaranteed by the United Kingdom government or the central bank of
the United Kingdom government, which, in either case (x)(i) or (ii), is not callable or redeemable at the option of the
issuer thereof, and (y) certificates, depositary receipts or other instruments which evidence a direct ownership interest
in obligations described in clause (x)(i) or (x)(ii) above or in any specific principal or interest payments due in respect
thereof.
We will be required to deliver to the trustee an opinion of counsel that the deposit and related defeasance
will not cause the holders and beneficial owners of the Notes of that series to recognize income, gain or loss for
federal income tax purposes. If we elect legal defeasance, that opinion of counsel must be based upon a ruling from
the U.S. Internal Revenue Service or a change in law to that effect.
We may exercise our legal defeasance option notwithstanding our prior exercise of our covenant
defeasance option.
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