Common use of Redemption Upon Changes in Withholding Taxes Clause in Contracts

Redemption Upon Changes in Withholding Taxes. The Offered Securities may be redeemed, as a whole but not in part, at the option of the Company, upon not less than 30 nor more than 90 days notice (which notice shall be irrevocable), at a redemption price equal to 100% of the principal amount thereof, together with accrued interest, if any, to the redemption date and Additional Amounts (as defined in Section 3.2), if any, if as a result of any amendment to, or change in, the laws or regulations of Switzerland or the United States, as applicable, or any political subdivision thereof or therein having the power to tax (a “Taxing Jurisdiction”), or any change in the application or official interpretation of such laws, including any action taken by a taxing authority or a holding by a court of competent jurisdiction (regardless of whether such action or such holding is with respect to the Company or Guarantor), which amendment or change is announced or becomes effective after the date the Offered Securities are issued, the Guarantor or the Company has become, or there is a material probability that it will become, obligated to pay Additional Amounts on the next date on which any amount would be payable with respect to the Securities of such series, and such obligation cannot be avoided by the use of commercially reasonable measures available to Guarantor or the Company, as the case may be; provided, however, that (a) no such notice of redemption may be given earlier than 90 days prior to the earliest date on which Guarantor or the Company, as the case may be, would be obligated to pay such Additional Amounts, and (b) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. Prior to the giving of any notice of redemption described in this paragraph, the Company or the Guarantor, as the case may be, shall deliver to the Trustee (i)(A) a certificate signed by two Officers of the Company stating that the obligation to pay Additional Amounts cannot be avoided by the Company taking commercially reasonable measures available to it or (B) a certificate signed by two Officers of the Guarantor stating that the obligation to pay Additional Amounts cannot be avoided by Guarantor taking commercially reasonable measures available to it, and (ii) a written opinion of independent legal counsel to the Guarantor or the Company, as the case may be, of recognized standing to the effect that the Company has or there is a material probability that it will become obligated to pay Additional Amounts as a result of a change, amendment, official interpretation or application described above and that the Guarantor or the Company, as the case may be, cannot avoid the payment of such Additional Amounts by taking commercially reasonable measures available to it.

Redemption Upon Changes in Withholding Taxes. The Offered Securities Notes may be redeemed, as a whole but not in part, at the option election of the Company, upon not less than 30 nor more than 90 60 days notice (which notice shall be irrevocable), at a redemption price equal to 100% of the principal amount thereof, together with accrued interest, if any, to the redemption date and Additional Amounts (as defined in Section 3.212.2), if any, if as a result of any amendment to, or change in, the laws or regulations of Switzerland Luxembourg or the United States, as applicable, Bermuda or any political subdivision or taxing authority thereof or therein having the power to tax (a “"Taxing Jurisdiction”Authority"), or any change in the application or official interpretation of such laws, including any action taken by a taxing authority laws or a holding by a court of competent jurisdiction (regardless of whether such action or such holding is with respect to the Company or Guarantor), regulations which amendment or change is announced or and becomes effective after the date the Offered Securities Notes are issued, the Guarantor Company or the Company Tyco has become, become or there is a material probability that it will become, become obligated to pay Additional Amounts Amounts, on the next date on which any amount would be payable with respect to the Securities of such seriesNotes, and such obligation cannot be avoided by the use of commercially reasonable measures available to Guarantor the Company or the CompanyTyco, as the case may be; providedPROVIDED, howeverHOWEVER, that (a) no such notice of redemption may be given earlier than 90 60 days prior to the earliest date on which Guarantor the Company or the CompanyTyco, as the case may be, would be obligated to pay such Additional Amounts, and (b) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. Prior to the giving of any notice of redemption described in this paragraph, the Company or the Guarantor, as the case may be, shall deliver to the Trustee (i)(Ai)(I) a certificate signed by two Officers directors of the Company stating that the obligation to pay Additional Amounts cannot be avoided by the Company taking commercially reasonable measures available to it or (BII) a certificate signed by two Officers executive officers of the Guarantor Tyco stating that the obligation to pay Additional Amounts cannot be avoided by Guarantor Tyco taking commercially reasonable measures available to it, as the case may be, and (ii) a written opinion of independent legal counsel to the Guarantor Company or the CompanyTyco, as the case may be, of recognized standing to the effect that the Company or Tyco, as the case may be, has or there is a material probability that it will become obligated to pay Additional Amounts as a result of a change, amendment, official interpretation or application described above and that the Guarantor Company or the CompanyTyco, as the case may be, cannot avoid the payment of such Additional Amounts by taking commercially reasonable measures available to it.

Redemption Upon Changes in Withholding Taxes. The Offered Securities may be redeemed, as a whole but not in part, at the option Either or both of the CompanyIssuers may redeem all, upon but not less than 30 nor more than 90 days notice (which notice shall be irrevocable)all, at a redemption price equal to 100% of the principal amount thereof, together with accrued interest, Offered Securities under the following conditions: (i) if any, to the redemption date and Additional Amounts (as defined in Section 3.2), if any, if as a result of any there is an amendment to, or change in, the laws or regulations of Switzerland or the United States, as applicable, or any political subdivision thereof or therein having the power to tax (a “Relevant Taxing Jurisdiction”), Jurisdiction or any change in the written application or official written interpretation of such lawslaws or regulations, including any action taken by by, or a change in published administrative practice of, a taxing authority or a holding by a court of competent jurisdiction (jurisdiction, regardless of whether such action action, change or such holding is with respect to either or both of the Company or Guarantor)Issuers, which amendment or change is publicly announced or and becomes effective on or after the date of issuance of the Offered Securities are issued(or, in the Guarantor case of any Relevant Taxing Jurisdiction that becomes a Relevant Taxing Jurisdiction after such date of issuance, after such later date); (ii) as a result of such amendment or change, either or both of the Company Issuers become, or there is a material probability that either or both of the Issuers will become, obligated to pay Additional Amounts on the next payment date with respect to the Offered Securities, and such Issuer cannot avoid any such payment obligation by taking reasonable measures available (including having the other Issuer make payments on the Offered Securities if such action would be reasonable); (iii) the relevant Issuer (or Issuers) delivers to the Trustee a written opinion of independent tax counsel to such Issuer (or Issuers) of recognized standing to the effect that such Issuer (or Issuers) has become, or there is a material probability that it will become, obligated to pay Additional Amounts on as a result of a change or amendment described in the next date on which any amount would be payable with respect to foregoing clauses (i) and (ii); in addition, before the Securities of such series, and such obligation cannot be avoided by the use of commercially reasonable measures available to Guarantor Issuer (or the Company, as the case may be; provided, however, that (aIssuers) no such mails notice of redemption may be given earlier than 90 days prior to of the earliest date on which Guarantor or the CompanyOffered Securities as described below, as the case may be, would be obligated to pay such Additional Amounts, and (b) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. Prior to the giving of any notice of redemption described in this paragraph, the Company or the Guarantor, as the case may be, shall it will deliver to the Trustee (i)(A) a certificate signed by two Officers of an Officer’s Certificate to the Company stating effect that the obligation to pay Additional Amounts cannot be avoided by the Company such Issuer by taking commercially reasonable measures available to it or (Bincluding having the other Issuer make payments on the Offered Securities if such action would be reasonable); and (iv) a certificate signed by two Officers following the delivery of the Guarantor stating that opinion described in the foregoing clause (iii), the relevant Issuer (or Issuers) provides notice of redemption for the Offered Securities not less than 10 days, but not more than 90 days, prior to the redemption date. The notice of redemption cannot be given more than 90 days before the earliest date on which the Issuer (or Issuers) would be otherwise required to pay Additional Amounts, and the obligation to pay Additional Amounts cannot must still be avoided by Guarantor taking commercially reasonable measures available to itin effect when the notice is given. Upon the occurrence of each of clauses (i), (ii), (iii) and (iiiv) above, the relevant Issuer (or Issuers) may redeem the Offered Securities at a written opinion redemption price equal to 100% of independent legal counsel to the Guarantor or principal amount thereof, together with accrued and unpaid interest, if any, thereon to, but excluding, the Company, as the case may be, of recognized standing to the effect redemption date and all Additional Amounts (if any) then due and that the Company has or there is a material probability that it will become obligated to pay Additional Amounts due on such redemption date as a result of a change, amendment, official interpretation the redemption or application described above otherwise (subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is prior to the redemption date and that Additional Amounts (if any) in respect thereof). The provisions of this Section 14.01 shall apply mutatis mutandis to any Successor Company to the Guarantor Company or Successor Co-Issuer to the CompanyCo-Issuer, as the case may be, cannot avoid the payment of such Additional Amounts by taking commercially reasonable measures available to itapplicable.

Redemption Upon Changes in Withholding Taxes. The Offered Unless otherwise provided pursuant to Section 301, the Securities of any series may be redeemed, as a whole but not in part, at the option of the Company, upon not less than 30 nor more than 90 days 60 days’ notice (which notice shall be irrevocable), at a redemption price equal to 100% of the principal amount thereof, together with accrued interest, if any, to the redemption date and Additional Amounts (as defined in Section 3.21502), if any, if as a result of any amendment to, or change in, the laws laws, regulations or regulations rulings of Switzerland Luxembourg or the United States, as applicable, or any political subdivision thereof or therein having the power to tax (a “Taxing Jurisdiction”), or any change in the application or official interpretation of such laws, including any action taken by by, or change in the published administrative practice of, a taxing authority or a holding by a court of competent jurisdiction (regardless of whether such action action, change or such holding is with respect to the Company or the Guarantor), which amendment or change is announced or becomes effective on or after the date the Offered Securities of such series are issued, the Guarantor Company or the Company Guarantor has become, or there is a material probability that it will become, obligated to pay Additional Amounts on the next date on which any amount would be payable with respect to the Securities of such series, and such obligation cannot be avoided by the use of commercially reasonable measures available to Guarantor the Company or the CompanyGuarantor, as the case may be; provided, however, that (a) no such notice of redemption may be given earlier than 90 60 days prior to the earliest date on which Guarantor the Company or the CompanyGuarantor, as the case may be, would be obligated obligated, or there is a material probability the Company or Guarantor would otherwise be obligated, to pay such Additional Amounts, and (b) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effectAmount. Prior to the giving publication or, where relevant, mailing (and/or to the extent permitted by applicable procedures or regulations, electronic delivery) of any notice of redemption described in this paragraph, the Company or the Guarantor, as the case may be, shall deliver to the Trustee (i)(A) a certificate signed by two Officers an Officers’ Certificate of the Company stating that the obligation to pay Additional Amounts cannot be avoided by the Company taking commercially reasonable measures available to it or (B) a certificate signed by two Officers an Officers’ Certificate of the Guarantor stating that the obligation to pay Additional Amounts cannot be avoided by such Guarantor taking commercially reasonable measures available to it, as the case may be, and (ii) a written opinion of independent legal tax counsel to the Guarantor Company or the CompanyGuarantor, as the case may be, of recognized standing to the effect that the Company has or there is a material probability that it will become obligated to pay Additional Amounts as a result of a change, amendment, official interpretation or application described above and that the Guarantor Company or the CompanyGuarantor, as the case may be, cannot avoid the payment of such Additional Amounts by taking commercially reasonable measures available to it.

Redemption Upon Changes in Withholding Taxes. The Offered Securities may be redeemedIf, as a whole but result of: (a) any amendment after the Issue Date to, or change after the Issue Date in, the laws or regulations of any Relevant Jurisdiction, or (b) any change after the Issue Date in the general application or general or official interpretation of the laws, treaties or regulations of any Relevant Jurisdiction applicable to the Company or any Guarantor, the Issuers or any Guarantor would be obligated to pay, on the next date for any payment and as a result of that change, Additional Amounts as set forth in Section 4.17 hereof with respect to the Relevant Jurisdiction, which the Issuers or any Guarantor cannot in partavoid by the use of reasonable measures available to it, then the Issuers may redeem all or part of the Notes, at the option of the Companyany time thereafter, upon not less than 30 nor more than 90 days notice (which notice shall be irrevocable)60 days’ notice, at a redemption price equal to of 100% of the principal amount thereofamount, together with plus accrued interestand unpaid interest and Additional Interest, if any, to the Redemption Date. Such redemption date and Additional Amounts (as defined in Section 3.2)shall also be permitted if the Issuers or any Guarantor determines that, if any, if as a result of any amendment toaction take by any legislative body of, or change in, the laws or regulations of Switzerland or the United States, as applicabletaxing authority of, or any political subdivision thereof or therein having the power to tax (a “Taxing Jurisdiction”), or any change action brought in the application or official interpretation of such laws, including any action taken by a taxing authority or a holding by a court of competent jurisdiction (regardless of whether such action or such holding is with respect to the Company or Guarantor)jurisdiction, in any Relevant Jurisdiction, which amendment action is taken or change is announced brought on or becomes effective after the date the Offered Securities are issuedIssue Date, the Guarantor or the Company has become, or there is a material substantial probability that it will become, obligated any Issuer or any Guarantor would be required to pay Additional Amounts on the next date on which any amount would be payable with respect to the Securities of such series, and such obligation cannot be avoided by the use of commercially reasonable measures available to Guarantor or the Company, as the case may be; provided, however, that (a) no such notice of redemption may be given earlier than 90 days prior to the earliest date on which Guarantor or the Company, as the case may be, would be obligated to pay such Additional Amounts, and (b) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. Prior to the giving of any notice of redemption described in this paragraph, the Company or the Guarantor, as the case may be, shall will deliver to the Trustee an Officer’s Certificate stating that: (i)(A1) a certificate signed by two Officers of the Company stating that the obligation to pay such Additional Amounts cannot be avoided by the Company taking commercially reasonable measures available to it or (B) a certificate signed by two Officers of the Guarantor stating that the obligation to pay Additional Amounts cannot be avoided by any Guarantor taking commercially reasonable measures available to it; and (2) any Issuer or any Guarantor has or will become, and (ii) a written opinion of independent legal counsel to the Guarantor or the Company, as the case may be, of recognized standing to the effect that the Company has or there is a material substantial probability that it will become become, obligated to pay such Additional Amounts as a result of an amendment or change in the laws, treaties or regulations of any Relevant Jurisdiction or a changechange in the application or interpretation of the laws, amendment, official interpretation treaties or application described above and that regulations of the Guarantor or the Company, as the case may be, cannot avoid the payment of such Additional Amounts by taking commercially reasonable measures available to itRelevant Jurisdiction.

Redemption Upon Changes in Withholding Taxes. The Offered Securities may be redeemed, as a whole but not in part, at the option of the Company, upon not less than 30 nor more than 90 days days’ notice (which notice shall be irrevocable), at a redemption price equal to 100% of the principal amount thereof, together with accrued interest, if any, to the redemption date and Additional Amounts (as defined in Section 3.2), if any, if as a result of any amendment to, or change in, the laws or regulations of Switzerland or the United States, as applicable, or any political subdivision thereof or therein having the power to tax (a “Taxing Jurisdiction”), or any change in the application or official interpretation of such laws, including any action taken by a taxing authority or a holding by a court of competent jurisdiction (regardless of whether such action or such holding is with respect to the Company or GuarantorCompany), which amendment or change is announced or becomes effective after the date the Offered Securities are issued, the Guarantor or the Company has become, or there is a material probability that it will become, obligated to pay Additional Amounts on the next date on which any amount would be payable with respect to the Securities of such series, and such obligation cannot be avoided by the use of commercially reasonable measures available to Guarantor or the Company, as the case may be; provided, however, that (a) no such notice of redemption may be given earlier than 90 days prior to the earliest date on which Guarantor or the Company, as the case may be, Company would be obligated to pay such Additional Amounts, and (b) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. Prior to the giving of any notice of redemption described in this paragraph, the Company or the Guarantor, as the case may be, shall deliver to the Trustee (i)(Ai) a certificate signed by two Officers of the Company stating that the obligation to pay Additional Amounts cannot be avoided by the Company taking commercially reasonable measures available to it or (B) a certificate signed by two Officers of the Guarantor stating that the obligation to pay Additional Amounts cannot be avoided by Guarantor taking commercially reasonable measures available to it, and (ii) a written opinion of independent legal counsel to the Guarantor or the Company, as the case may be, Company of recognized standing to the effect that the Company has or there is a material probability that it will become obligated to pay Additional Amounts as a result of a change, amendment, official interpretation or application described above and that the Guarantor or the Company, as the case may be, Company cannot avoid the payment of such Additional Amounts by taking commercially reasonable measures available to it.

Redemption Upon Changes in Withholding Taxes. The Offered Securities of any series may be redeemed, as a whole but not in part, at the option election of the CompanyIssuer, upon not less than 30 nor more than 90 60 days notice (which notice shall be irrevocable), at a redemption price equal to 100% of the principal amount thereof, together with accrued interest, if any, to the redemption date and Additional Amounts (as defined in Section 3.212.2), if any, if as a result of any amendment to, or change in, the laws or regulations of Switzerland or the United States, as applicable, Luxembourg or any political subdivision or taxing authority thereof or therein having the power to tax (a “"Taxing Jurisdiction”Authority"), or any change in the application or official interpretation of such laws, including any action taken by a taxing authority laws or a holding by a court of competent jurisdiction (regardless of whether such action or such holding is with respect to the Company or Guarantor), regulations which amendment or change is announced or becomes effective after the date the Offered Securities of such series are issued, the Guarantor Issuer has become or the Company has become, or there is a material probability that it will become, become obligated to pay Additional Amounts Amounts, on the next date on which any amount would be payable with respect to the Securities of such series, and such obligation cannot be avoided by the use of commercially reasonable measures available to Guarantor or the Company, as the case may beIssuer; provided, however, that (a) no such notice of redemption may be given earlier than 90 60 days prior to the earliest date on which Guarantor or the Company, as the case may be, Issuer would be obligated to pay such Additional Amounts, and (b) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. Prior to the giving of any notice of redemption described in this paragraph, the Company or the Guarantor, as the case may be, Issuer shall deliver to the Trustee (i)(Ai) a certificate signed by two Officers an Officer's Certificate of the Company Issuer stating that the obligation to pay Additional Amounts cannot be avoided by the Company Issuer taking commercially reasonable measures available to it or (B) a certificate signed by two Officers of the Guarantor stating that the obligation to pay Additional Amounts cannot be avoided by Guarantor taking commercially reasonable measures available to it, and (ii) a written opinion of independent legal counsel to the Guarantor or the Company, as the case may be, Issuer of recognized standing to the effect that the Company Issuer has or there is a material probability that it will become obligated to pay Additional Amounts as a result of a change, amendment, official interpretation or application described above and that the Guarantor or the Company, as the case may be, Issuer cannot avoid the payment of such Additional Amounts by taking commercially reasonable measures available to it.

Redemption Upon Changes in Withholding Taxes. The Offered Securities Notes may be redeemed, as a whole but not in part, at the option of the Company, upon not less than 30 nor more than 90 days 60 days' notice (which notice shall be irrevocable), at a redemption price equal to 100% of the principal amount thereof, together with accrued interest, if any, to the redemption date and Additional Amounts (as defined in Section 3.212.2), if any, if as a result of any amendment to, or change in, the laws or regulations of Switzerland Luxembourg or the United States, as applicable, Bermuda or any political subdivision or taxing authority thereof or therein having the power to tax (a “Taxing Jurisdiction”"TAXING AUTHORITY"), or any change in the application or official interpretation of such laws, including any action taken by a taxing authority laws or a holding by a court of competent jurisdiction (regardless of whether such action or such holding is with respect to the Company or Guarantor), regulations which amendment or change is announced or becomes effective after the date the Offered Securities Notes are issued, the Guarantor Company or the Company Tyco has become, become or there is a material probability that it will become, become obligated to pay Additional Amounts Amounts, on the next date on which any amount would be payable with respect to the Securities of such seriesNotes, and such obligation cannot be avoided by the use of commercially reasonable measures available to Guarantor the Company or the CompanyTyco, as the case may be; , provided, however, that (a) no such notice of redemption may be given earlier than 90 60 days prior to the earliest date on which Guarantor the Company or the CompanyTyco, as the case may be, would be obligated to pay such Additional Amounts, and (b) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. Prior to the giving of any notice of redemption described in this paragraph, the Company or the Guarantor, as the case may be, shall deliver to the Trustee (i)(Ai)(I) a certificate signed by two Officers directors of the Company stating that the obligation to pay Additional Amounts cannot be avoided by the Company taking commercially reasonable measures available to it or (BII) a certificate signed by two Officers executive officers of the Guarantor Tyco stating that the obligation to pay Additional Amounts cannot be avoided by Guarantor Tyco taking commercially reasonable measures available to it, as the case may be, and (ii) a written opinion of independent legal counsel to the Guarantor Company or the CompanyTyco, as the case may be, of recognized standing to the effect that the Company or Tyco, as the case may be, has or there is a material probability that it will become obligated to pay Additional Amounts as a result of a change, amendment, official interpretation or application described above and that the Guarantor Company or the CompanyTyco, as the case may be, cannot avoid the payment of such Additional Amounts by taking commercially reasonable measures available to it.

Redemption Upon Changes in Withholding Taxes. The Offered Securities may be redeemedCompany may, as a at its option, redeem the Notes, in whole but not in part, at the option of the Company, any time upon giving not less than 30 nor more than 90 days 60 days’ notice (which notice shall be irrevocable)to the Holders, at a redemption price equal to 100% of the principal amount thereof, together with accrued interestand unpaid interest thereon, if any, to the redemption date and all Additional Amounts (as defined in Section 3.2)Amounts, if any, then due and which will become due on the date of redemption, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date and Additional Amounts, if any, in respect thereof, as a result of any amendment tothe redemption or otherwise, or change in, the laws or regulations of Switzerland or the United States, as applicable, or any political subdivision thereof or therein having the power to tax (a “Taxing Jurisdiction”), or any change in the application or official interpretation of such laws, including any action taken by a taxing authority or a holding by a court of competent jurisdiction (regardless of whether such action or such holding is with respect to if the Company or Guarantor)determines in good faith that either Issuer is or, which amendment or change is announced or becomes effective after the date the Offered Securities are issued, the Guarantor or the Company has become, or there is a material probability that it will become, obligated to pay Additional Amounts on the next date on which any amount would be payable with in respect of the Notes, would be obliged to the Securities of pay Additional Amounts, which such series, and such obligation Issuer cannot be avoided avoid by the use of commercially reasonable measures available to Guarantor or the Company, it (including making payment through a paying agent located in another jurisdiction) as the case may be; provided, however, that a result of: (a) any change in, or amendment to, the laws or treaties (or any regulations or rulings promulgated thereunder) of any Relevant Taxing Jurisdiction which change or amendment occurs after the date of this Indenture or, if the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction after the date of this Indenture, after such later date; or (b) any change in, or amendment to, an official position regarding the application, administration, or interpretation of the laws, treaties, regulations or rulings of any Relevant Taxing Jurisdiction (including by virtue of a holding, judgment or order by a court of competent jurisdiction), which change or amendment occurs after the date of this Indenture or, if the Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction after the date of this Indenture, after such later date (each of the foregoing clauses (a) and (b), a “Change in Tax Law”). Notwithstanding the foregoing, no such notice of redemption may will be given (a) earlier than 90 days prior to the earliest date on which Guarantor or the Company, as the case may be, relevant Issuer would be obligated obliged to pay such Additional Amounts, Amounts and (b) unless at the time such notice of redemption is given, such the obligation to pay such Additional Amounts remains in effect. Prior to the giving publication through a prominent financial news wire service or, where relevant, mailing of any notice of redemption described in this paragraphpursuant to the foregoing, the Company or the Guarantor, as the case may be, shall will deliver to the Trustee at least five days prior to the date when such notice of redemption is required to be sent to Holders or such later date as the Trustee shall agree: (i)(Aa) an Officers’ Certificate stating that the Company is entitled to effect such redemption and setting forth a certificate signed by two Officers statement of facts showing that the conditions precedent to the right of the Company stating to so redeem have occurred (including that the such obligation to pay such Additional Amounts cannot be avoided by the Company relevant Issuer taking commercially reasonable measures available to it or (B) a certificate signed by two Officers of the Guarantor stating that the obligation to pay Additional Amounts cannot be avoided by Guarantor taking commercially reasonable measures available to it, and ); and (iib) a written an opinion of independent legal tax counsel to the Guarantor or the Company, as the case may be, of recognized standing standing, qualified under the laws of the Relevant Taxing Jurisdiction to the effect that the Company has relevant Issuer is or there is a material probability that it will become obligated would be obliged to pay such Additional Amounts as a result of a changeChange in Tax Law. Such Officers’ Certificate and opinion shall be sufficient evidence of the satisfaction of the conditions precedent as described above, amendmentin which event it will be conclusive and binding on the Holders. The foregoing provisions will apply mutatis mutandis to any successor to the Company and to any jurisdiction in which any successor to the Company is organized or resident for tax purposes or from or through which such successor makes any payment on the Notes and, official interpretation in each case, any political subdivision or application described above and that the Guarantor taxing authority or the Company, as the case may be, cannot avoid the payment of such Additional Amounts by taking commercially reasonable measures available to itagency thereof or therein.

Redemption Upon Changes in Withholding Taxes. (a) The Offered Securities may be redeemedCompany or a Guarantor, as a applicable, may redeem the Securities of either series, in whole but not in part, at the option of the Company, its discretion at any time upon giving not less than 30 nor more than 90 days 60 days’ prior written notice to the Holders of the Securities of such series (which notice shall will be irrevocable) and upon 45 days’ prior written notice to the Trustee (or such shorter period as agreed by the Trustee), at a redemption price equal to 100% of the aggregate principal amount thereof, together with accrued and unpaid interest, if any, to the date fixed for redemption date (a “Tax Redemption Date”) and all Additional Amounts (if any) then due and which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders of the Securities of the applicable series on the relevant Record Date to receive interest due on the relevant Interest Payment Date and Additional Amounts (as defined if any) in Section 3.2respect thereof), if any, if as a result of any amendment to, or change in, the laws or regulations of Switzerland or the United States, as applicable, or any political subdivision thereof or therein having the power to tax (a “Taxing Jurisdiction”), or any change in the application or official interpretation of such laws, including any action taken by a taxing authority or a holding by a court of competent jurisdiction (regardless of whether such action or such holding is with respect to the Company or Guarantor), which amendment or change is announced or becomes effective after the date the Offered Securities are issued, the Guarantor or the Company has become, or there is a material probability that it will become, obligated to pay Additional Amounts on the next date on which any amount would be payable with in respect to of the Securities of such series, the Company or a Guarantor is or would be required to pay Additional Amounts, and the Company or such obligation Guarantor cannot be avoided avoid any such payment obligation by the use of commercially taking reasonable measures available to it, and the requirement arises as a result of: (i) any amendment to, or change in, the laws (or any regulations or rulings promulgated thereunder) of a relevant Tax Jurisdiction which change or amendment becomes effective on or after the Issue Date (or, if the applicable Company Tax Jurisdiction became a Company Tax Jurisdiction on a date after the Issue Date, such later date), or (ii) any amendment to, or change in, an official interpretation or application of such laws, regulations or rulings (including by virtue of a holding, judgment, order by a court of competent jurisdiction or a change in published administrative practice) which amendment or change becomes effective on or after the issue date (or, if the applicable Company Tax Jurisdiction became a Company Tax Jurisdiction on a date after the issue date, such later date). (b) Neither the Company nor a Guarantor or the Company, as the case may be; provided, however, that (a) no will give any such notice of redemption may be given earlier than 90 days prior to the earliest date on which Guarantor the Company or the Companysuch Guarantor, as the case may beapplicable, would be obligated to pay make such Additional Amountspayment or withholding if a payment in respect of the Securities was then due, and (b) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. Prior to the giving of any notice of redemption described in this paragraph, the Company or the Guarantor, as the case may be, shall deliver to the Trustee (i)(A) a certificate signed by two Officers of the Company stating that the obligation to pay Additional Amounts cannot must be avoided in effect at the time such notice is given. Prior to the publication or, where relevant, mailing (and/or to the extent permitted by applicable procedures or regulations, electronic delivery) of any notice of redemption of the Securities of the applicable series pursuant to this Article 14, the Company taking commercially reasonable measures available or a Guarantor, as applicable, will deliver to it or (B) a certificate signed by two Officers of the Guarantor stating that the obligation to pay Additional Amounts cannot be avoided by Guarantor taking commercially reasonable measures available to it, and (ii) a written Trustee an opinion of independent legal tax counsel to the effect that there has been such amendment or change which would entitle the Company or such Guarantor to redeem the Securities of such series. In addition, before the Company or the Companysuch Guarantor, as applicable, publishes or mails (and/or to the case may beextent permitted by applicable procedures or regulations, electronically delivers) notice of recognized standing redemption of the Securities of such series, it will deliver to the Trustee an Officer’s Certificate to the effect that the Company has or there is a material probability that it will become obligated such Guarantor cannot avoid its obligation to pay Additional Amounts as a result of a change, amendment, official interpretation or application described above and that the Guarantor or the Company, as the case may be, cannot avoid the payment of with respect to such Additional Amounts Securities by taking commercially reasonable measures available to it. (c) The Trustee shall receive and shall be entitled to conclusively rely on the Officer’s Certificate and Opinion of Counsel referred to in Section 14.01(b) as evidence of the existence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on the Holders of the Securities of the applicable series. (d) This Section 14.01 will apply mutatis mutandis to any jurisdiction in which any successor person to the Company or a Guarantor is incorporated or organized, or any jurisdiction from or through which payment is made by or on behalf of such Person on the Securities of either series (or any Guarantee) and any political subdivision thereof or therein.

Redemption Upon Changes in Withholding Taxes. The Offered Securities of any series may be redeemed, as a whole but not in part, at the option of the Company, upon not less than 30 nor more than 90 days notice (which notice shall be irrevocable), at a redemption price equal to 100% of the principal amount thereof, together with accrued interest, if any, to the redemption date and Additional Amounts (as defined in Section 3.214.02), if any, if as a result of any amendment to, or change in, the laws or regulations of Switzerland Luxembourg, Bermuda or the United States, as applicable, or any political subdivision thereof or therein having the power to tax (a “Taxing Jurisdiction”), or any change in the application or official interpretation of such laws, including any action taken by a taxing authority or a holding by a court of competent jurisdiction (regardless of whether such action or such holding is with respect to the Company or GuarantorParent), which amendment or change is announced or becomes effective after the date the Offered Securities of such series are issued, the Guarantor Parent or the Company has become, or there is a material probability that it will become, obligated to pay Additional Amounts on the next date on which any amount would be payable with respect to the Securities of such series, and such obligation cannot be avoided by the use of commercially reasonable measures available to Guarantor Parent or the Company, as the case may be; provided, however, that (a) no such notice of redemption may be given earlier than 90 days prior to the earliest date on which Guarantor Parent or the Company, as the case may be, would be obligated to pay such Additional Amounts, and (b) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. Prior to the giving of any notice of redemption described in this paragraph, the Company or the Guarantor, as the case may be, shall deliver to the Trustee (i)(A) a certificate signed by two Officers directors of the Company stating that the obligation to pay Additional Amounts cannot be avoided by the Company taking commercially reasonable measures available to it or (B) a certificate signed by two Officers of the Guarantor Parent stating that the obligation to pay Additional Amounts cannot be avoided by Guarantor Parent taking commercially reasonable measures available to it, as the case may be, and (ii) a written opinion of independent legal counsel to the Guarantor Parent or the Company, as the case may be, of recognized standing to the effect that the Company has or there is a material probability that it will become obligated to pay Additional Amounts as a result of a change, amendment, official interpretation or application described above and that the Guarantor Parent or the Company, as the case may be, cannot avoid the payment of such Additional Amounts by taking commercially reasonable measures available to it.

Redemption Upon Changes in Withholding Taxes. The Offered Securities may be redeemed, as a whole but not in part, at the option of the CompanyIssuers, upon not less than 30 nor more than 90 days days’ notice (which notice shall be irrevocable), at a redemption price equal to 100% of the principal amount thereof, together with accrued interest, if any, to the redemption date and Additional Amounts (as defined in Section 3.214.02), if any, if as a result of any amendment to, or change in, the laws or regulations of Switzerland or the United States, as applicable, or any political subdivision thereof or therein having the power to tax (a “Taxing Jurisdiction”), or any change in the application or official interpretation of such laws, including any action taken by a taxing authority or a holding by a court of competent jurisdiction (regardless of whether such action or such holding is with respect to the Company an Issuer or Guarantor), which amendment or change is announced or becomes effective after the date the Offered Securities are issued, the Guarantor or the Company an Issuer has become, or there is a material probability that it will become, obligated to pay Additional Amounts on the next date on which any amount would be payable with respect to the Securities of such series, and such obligation cannot be avoided by the use of commercially reasonable measures available to Guarantor or the Companyan Issuer, as the case may be; provided, however, that (a) no such notice of redemption may be given earlier than 90 days prior to the earliest date on which Guarantor or the Companyan Issuer, as the case may be, would be obligated to pay such Additional Amounts, and (b) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. Prior to the giving of any notice of redemption described in this paragraph, the Company an Issuer or the Guarantor, as the case may be, shall deliver to the Trustee (i)(A) a certificate signed by two Officers of the Company an Officer’s Certificate stating that the obligation to pay Additional Amounts cannot be avoided by the Company such Issuer taking commercially reasonable measures available to it or (B) a certificate signed by two Officers of the Guarantor an Officer’s Certificate stating that the obligation to pay Additional Amounts cannot be avoided by Guarantor taking commercially reasonable measures available to it, and (ii) a written opinion an Opinion of independent legal counsel Counsel to the Guarantor or the Companysuch Issuer, as the case may be, of recognized standing to the effect that the Company such Issuer has or there is a material probability that it will become obligated to pay Additional Amounts as a result of a change, amendment, official interpretation or application described above and that the Guarantor or the Companysuch Issuer, as the case may be, cannot avoid the payment of such Additional Amounts by taking commercially reasonable measures available to it.

Redemption Upon Changes in Withholding Taxes. The Offered Unless otherwise provided pursuant to Section 3.01, the Securities of any series may be redeemed, as a whole but not in part, at the option of the Company, upon not less than 30 nor more than 90 days 60 days’ notice (which notice shall be irrevocable), at a redemption price equal to 100% of the principal amount thereof, together with accrued interest, if any, to the redemption date and Additional Amounts (as defined in Section 3.215.02), if any, if as a result of any amendment to, or change in, the laws laws, regulations, rulings or regulations treaties of Switzerland or Luxembourg, the United StatesStates or other jurisdiction in which the Company or any Guarantor or, in each case, any successor thereof (including a continuing Person formed by a consolidation with the Company or any Guarantor, into which the Company or such Guarantor is merged, or that acquires or leases all or substantially all of the property and assets of the Company or such Guarantor) may be organized, as applicable, or any political subdivision thereof or therein having the power to tax (a “Taxing Jurisdiction”), or any change in the application or official interpretation of such laws, regulations, rulings or treaties, including any action taken by by, or change in the published administrative practice of, a taxing authority or a holding by a court of competent jurisdiction (regardless of whether such action action, change or such holding is with respect to the Company or a Guarantor), which amendment or change is announced or becomes effective on or after the date the Offered Securities of such series are issued, the Company or such Guarantor or the Company has become, or there is a material probability that it will become, obligated to pay Additional Amounts on the next date on which any amount would be payable with respect to the Securities of such series, and such obligation cannot be avoided by the use of commercially reasonable measures available to Guarantor the Company or the Companysuch Guarantor, as the case may be, not including substitution of the obligor on the Securities; provided, however, that (a) no such notice of redemption may be given earlier than 90 60 days prior to the earliest date on which Guarantor the Company or the Companyany Guarantor, as the case may be, would be obligated obligated, or there is a material probability the Company or Guarantor would otherwise be obligated, to pay such Additional Amounts, and (b) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effectAmount. Prior to the giving publication or, where relevant, mailing (and/or to the extent permitted by applicable procedures or regulations, electronic delivery) of any notice of redemption described in this paragraph, the Company or the Guarantor, as the case may be, shall deliver to the Trustee (i)(A) a certificate signed by two Officers an Officer’s Certificate of the Company stating that the obligation to pay Additional Amounts cannot be avoided by the Company taking commercially reasonable measures available to it or (B) a certificate signed by two Officers an Officer’s Certificate of the applicable Guarantor stating that the obligation to pay Additional Amounts cannot be avoided by such Guarantor taking commercially reasonable measures available to it, as the case may be, as described above, and (ii) a written opinion of independent legal tax counsel to the Guarantor Company or the Companyapplicable Guarantor, as the case may be, of recognized standing to the effect that the Company or the applicable Guarantor, as the case may be, has or there is a material probability that it will become obligated to pay Additional Amounts as a result of a change, amendment, official interpretation or application described above and that the Guarantor Company or the Companyapplicable Guarantor, as the case may be, cannot avoid the payment of such Additional Amounts by taking commercially reasonable measures available to itit as described above.

Redemption Upon Changes in Withholding Taxes. The Offered Securities This Note and the other Global Notes may also be redeemedredeemed together, as a in whole but not in part, at the option election of the CompanyIssuers, upon not less than 30 10 nor more than 90 days 60 days’ notice (which notice shall be irrevocable)irrevocable and given in accordance with the procedures described in Section 12.02 of the Indenture, at a redemption price the Redemption Price equal to 100% of the their principal amount thereofamount, together with plus accrued and unpaid interest, if any, any to the redemption date and Additional Amounts (as defined in Section 3.2)Redemption Date if, if any, if as a result of (a) any amendment to, or change in, the laws (or regulations or rulings promulgated thereunder) of Switzerland or any Relevant Taxing Jurisdiction which is announced and becomes effective after the United StatesIssue Date (or, as applicablewhere such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction at a later date, or any political subdivision thereof or therein having the power to tax after such later date) or, (a “Taxing Jurisdiction”), or b) any change which is announced and becomes effective after the Issue Date (or, where such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction at a later date, after such later date) in the application official interpretation or official interpretation application of such laws, regulations or rulings (including any action taken by virtue of a taxing authority holding, judgment or a holding order by a court of competent jurisdiction jurisdiction) of any Relevant Taxing Jurisdiction (regardless each of whether such action the foregoing clauses (a) and (b), a “Change in Tax Law”), the Issuers would be obligated to pay, on the next date for any payment and as a result of that amendment or such holding is change, Additional Amounts (as described above in Paragraph 2), with respect to the Company or Guarantor)Relevant Taxing Jurisdiction, which amendment or change is announced or becomes effective after the date the Offered Securities are issued, the Guarantor or the Company has become, or there is a material probability that it will become, obligated to pay Additional Amounts on the next date on which any amount would be payable with respect to the Securities of such series, and such obligation Issuers cannot be avoided avoid by the use of commercially reasonable measures available to Guarantor or the Company, as the case may be; provided, however, that (a) no such notice of redemption may be given earlier than 90 days prior to the earliest date on which Guarantor or the Company, as the case may be, would be obligated to pay such Additional Amounts, and (b) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effectIssuers. Prior to the giving of any notice of redemption described in pursuant to this paragraph, the Company or the Guarantor, as the case may be, Issuers shall deliver to the Trustee (i)(Aa) a certificate signed by two Officers of the Company an Officer’s Certificate stating that the obligation to pay Additional Amounts cannot be avoided by the Company Issuers taking commercially reasonable measures available to it or (B) a certificate signed by two Officers of the Guarantor stating that the obligation to pay Additional Amounts cannot be avoided by Guarantor taking commercially reasonable measures available to it, and (iib) a written opinion of independent legal tax counsel to the Guarantor or the Company, as the case may be, Issuers of recognized standing qualified under the laws of the Relevant Taxing Jurisdiction and reasonably satisfactory to the Trustee to the effect that the Company Issuers has or there is a material probability that it will become obligated to pay such Additional Amounts as a result of a changeChange in Tax Law. The Trustee will accept such Officer’s Certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent described above, amendmentwithout further inquiry, official interpretation or application described above in which event it will be conclusive and that binding on Holders of the Guarantor or Notes. Notwithstanding the Companyforegoing, as no such notice of redemption will be given (a) earlier than 90 days prior to the case may be, cannot avoid earliest date on which the Issuers would be obliged to make such payment of such Additional Amounts by taking commercially reasonable measures available if a payment in respect of the Notes were then due and (b) unless at the time such notice is given, the obligation to itpay Additional Amounts remains in effect. Any redemption and notice may, in the Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent.

Redemption Upon Changes in Withholding Taxes. The Offered Unless otherwise provided pursuant to Section 2.01, the Securities of any series may be redeemed, as a whole but not in part, at the option of the Company, upon not less than 30 nor more than 90 days 60 days’ notice (which notice shall be irrevocable), at a redemption price equal to 100% of the principal amount thereof, together with accrued interest, if any, to the redemption date and Additional Amounts (as defined in Section 3.215.02), if any, if as a result of any amendment to, or change in, the laws laws, regulations, rulings or regulations treaties of Switzerland The Netherlands, the United States or other jurisdiction in which the Company or the United StatesGuarantor or, in each case, any successor thereof (including a continuing Person formed by a consolidation with the Company or Guarantor, into which the Company or Guarantor is merged, or that acquires or leases all or substantially all of the property and assets of the Company or Guarantor) may be organized, as applicable, or any political subdivision thereof or therein having the power to tax (a “Taxing Jurisdiction”), or any change in the application or official interpretation of such laws, regulations, rulings or treaties, including any action taken by by, or change in the published administrative practice of, a taxing authority or a holding by a court of competent jurisdiction (regardless of whether such action action, change or such holding is with respect to the Company or the Guarantor), which amendment or change is announced or becomes effective on or after the date the Offered Securities of such series are issued, the Guarantor Company or the Company Guarantor has become, or there is a material probability that it will become, obligated to pay Additional Amounts on the next date on which any amount would be payable with respect to the Securities of such series, and such obligation cannot be avoided by the use of commercially reasonable measures available to Guarantor the Company or the CompanyGuarantor, as the case may be, not including substitution of the obligor on the Securities; provided, however, that (a) no such notice of redemption may be given earlier than 90 60 days prior to the earliest date on which Guarantor the Company or the CompanyGuarantor, as the case may be, would be obligated obligated, or there is a material probability the Company or Guarantor would otherwise be obligated, to pay such Additional Amounts, and (b) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effectAmount. Prior to the giving publication or, where relevant, mailing (and/or to the extent permitted by applicable procedures or regulations, electronic delivery) of any notice of redemption described in this paragraph, the Company or the Guarantor, as the case may be, shall deliver to the Trustee (i)(A) a certificate signed by two Officers an Officer’s Certificate of the Company stating that the obligation to pay Additional Amounts cannot be avoided by the Company taking commercially reasonable measures available to it or (B) a certificate signed by two Officers an Officer’s Certificate of the Guarantor stating that the obligation to pay Additional Amounts cannot be avoided by such Guarantor taking commercially reasonable measures available to it, as the case may be, as described above, and (ii) a written opinion of independent legal tax counsel to the Guarantor Company or the CompanyGuarantor, as the case may be, of recognized standing to the effect that the Company or the Guarantor, as the case may be, has or there is a material probability that it will become obligated to pay Additional Amounts as a result of a change, amendment, official interpretation or application described above and that the Guarantor Company or the CompanyGuarantor, as the case may be, cannot avoid the payment of such Additional Amounts by taking commercially reasonable measures available to itit as described above.

Redemption Upon Changes in Withholding Taxes. (a) The Offered Securities may be redeemedIssuer may, as a at its option, redeem the Notes, in whole but not in part, at the option of the Company, any time upon giving not less than 30 nor more than 90 days 60 days’ notice (which notice shall will be irrevocable)irrevocable and given in accordance with Section 3.03 and Section 13.01 hereof) to the Holders, at a redemption price equal to 100% of the principal amount thereof, together with accrued interestand unpaid interest thereon, if any, to the redemption date to be fixed by the Issuer (a “Tax Redemption Date”) and all Additional Amounts (as defined in Section 3.2)Amounts, if any, if then due and which will become due on the Tax Redemption Date as a result of any amendment to, the redemption or change in, the laws or regulations of Switzerland or the United States, as applicable, or any political subdivision thereof or therein having the power to tax otherwise (a “Taxing Jurisdiction”), or any change in the application or official interpretation of such laws, including any action taken by a taxing authority or a holding by a court of competent jurisdiction (regardless of whether such action or such holding is with respect subject to the Company or Guarantor)right of Holders on the relevant record date to receive interest due on an interest payment date that is prior to the Tax Redemption Date and Additional Amounts, which amendment or change if any, in respect thereof) if the Issuer is announced or becomes effective after the date the Offered Securities are issuedor, the Guarantor or the Company has become, or there is a material probability that it will become, obligated to pay Additional Amounts on the next date on which any amount would be payable with in respect of the Notes, would be obliged to pay Additional Amounts in excess of the Securities Additional Amounts that the Issuer was obligated to pay as of such seriesthe Issue Date in respect of the Notes, and such obligation which the Issuer cannot be avoided avoid by the use of commercially reasonable measures available to Guarantor or the Companyit (including taking reasonable measures to make payment through a Paying Agent located in another jurisdiction), as a result of: (1) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of any Relevant Taxing Jurisdiction affecting taxation that becomes effective on or after the date of this Indenture (or, in the case may beof a jurisdiction that becomes a Relevant Taxing Jurisdiction after the date of this Indenture, on or after such date; providedprovided that there has been no formal proposal for such change or amendment the enactment of which was imminent when the jurisdiction became a Relevant Taxing Jurisdiction); or (2) any change in the official application, howeveradministration or interpretation of the laws, regulations or rulings of any Relevant Taxing Jurisdiction (including a holding, judgment or order by a court of competent jurisdiction) that becomes effective on or after the date of this Indenture (aor, in the case of a jurisdiction that becomes a Relevant Taxing Jurisdiction after the date of this Indenture, on or after such date; provided that there has been no formal proposal for such change or amendment the enactment of which was imminent when the jurisdiction became a Relevant Taxing Jurisdiction), (each of the foregoing clauses (1) and (2), a “Change in Tax Law”). (b) Notwithstanding Section 3.08(a) hereof, no such notice of redemption may will be given (a) earlier than 90 60 days prior to the earliest date on which Guarantor or the Company, as the case may be, Issuer would be obligated obliged to pay make such payment of Additional Amounts, Amounts or withholding if a payment in respect of the Notes or Guarantees were then due and (b) unless at the time such notice of redemption is given, such the obligation to pay such Additional Amounts in accordance with the terms of this Indenture remains in effect. . (c) Prior to the giving publication or, where relevant, mailing of any notice of redemption described in this paragraphpursuant to the foregoing, the Company or the Guarantor, as the case may be, shall Issuer will deliver to the Trustee Trustee: (i)(A1) an Officers’ Certificate stating that the Issuer is entitled to effect such redemption and setting forth a certificate signed by two Officers statement of facts showing that the conditions precedent to the right of the Company stating Issuer to so redeem have occurred (including that the obligation to pay such Additional Amounts cannot be avoided by the Company Issuer taking commercially reasonable measures available to it or (B) a certificate signed by two Officers of the Guarantor stating that the obligation to pay Additional Amounts cannot be avoided by Guarantor taking commercially reasonable measures available to it, and ); and (ii2) a written an opinion of independent legal tax counsel to the Guarantor or the Company, as the case may be, of recognized standing standing, qualified under the laws of the Relevant Taxing Jurisdiction to the effect that the Company has Issuer is or there is a material probability that it will become obligated would be obliged to pay such Additional Amounts as a result of a changeChange in Tax Law. (d) The Trustee will accept such Officers’ Certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent as described above, amendment, official interpretation or application described above in which event it will be conclusive and that binding on the Guarantor or the Company, as the case may be, cannot avoid the payment of such Additional Amounts by taking commercially reasonable measures available to itHolders.

Redemption Upon Changes in Withholding Taxes. The Offered Securities This Note and the other Global Notes may also be redeemedredeemed together, as a in whole but not in part, at the option election of the CompanyIssuers, upon not less than 30 10 nor more than 90 60 days notice (which notice shall be irrevocable)irrevocable and given in accordance with the procedures described in Section 12.02 of the Indenture, at a redemption price the Redemption Price equal to 100% of the their principal amount thereofamount, together with plus accrued and unpaid interest, if any, any to the redemption date and Additional Amounts (as defined in Section 3.2)Redemption Date if, if any, if as a result of (a) any amendment to, or change in, the laws (or regulations or rulings promulgated thereunder) of Switzerland or any Relevant Taxing Jurisdiction which is announced and becomes effective after the United StatesIssue Date (or, as applicablewhere such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction at a later date, or any political subdivision thereof or therein having the power to tax after such later date) or, (a “Taxing Jurisdiction”), or b) any change which is announced and becomes effective after the Issue Date (or, where such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction at a later date, after such later date) in the application official interpretation or official interpretation application of such laws, regulations or rulings (including any action taken by virtue of a taxing authority holding, judgment or a holding order by a court of competent jurisdiction jurisdiction) of any Relevant Taxing Jurisdiction (regardless each of whether such action the foregoing clauses (a) and (b), a “Change in Tax Law”), the Issuers would be obligated to pay, on the next date for any payment and as a result of that amendment or such holding is change, Additional Amounts (as described above in Paragraph 2), with respect to the Company or Guarantor)Relevant Taxing Jurisdiction, which amendment or change is announced or becomes effective after the date the Offered Securities are issued, the Guarantor or the Company has become, or there is a material probability that it will become, obligated to pay Additional Amounts on the next date on which any amount would be payable with respect to the Securities of such series, and such obligation Issuers cannot be avoided avoid by the use of commercially reasonable measures available to Guarantor or the Company, as the case may be; provided, however, that (a) no such notice of redemption may be given earlier than 90 days prior to the earliest date on which Guarantor or the Company, as the case may be, would be obligated to pay such Additional Amounts, and (b) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effectIssuers. Prior to the giving of any notice of redemption described in pursuant to this paragraph, the Company or the Guarantor, as the case may be, Issuers shall deliver to the Trustee (i)(Aa) a certificate signed by two Officers of the Company an Officer’s Certificate stating that the obligation to pay Additional Amounts cannot be avoided by the Company Issuers taking commercially reasonable measures available to it or (B) a certificate signed by two Officers of the Guarantor stating that the obligation to pay Additional Amounts cannot be avoided by Guarantor taking commercially reasonable measures available to it, and (iib) a written opinion of independent legal tax counsel to the Guarantor or the Company, as the case may be, Issuers of recognized standing qualified under the laws of the Relevant Taxing Jurisdiction and reasonably satisfactory to the Trustee to the effect that the Company Issuers has or there is a material probability that it will become obligated to pay such Additional Amounts as a result of a changeChange in Tax Law. The Trustee will accept such Officer’s Certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent described above, amendmentwithout further inquiry, official interpretation or application described above in which event it will be conclusive and that binding on Holders of the Guarantor or Notes. Notwithstanding the Companyforegoing, as no such notice of redemption will be given (a) earlier than 90 days prior to the case may be, cannot avoid earliest date on which the Issuers would be obliged to make such payment of such Additional Amounts by taking commercially reasonable measures available if a payment in respect of the Notes were then due and (b) unless at the time such notice is given, the obligation to itpay Additional Amounts remains in effect. Any redemption and notice may, in the Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent.

Redemption Upon Changes in Withholding Taxes. The Offered Securities This Note, the [Unrestricted Global Note] [Regulation S Global Note] [Restricted Global Note] and the [Unrestricted Global Note] [Regulation S Global Note] [Restricted Global Note] may also be redeemedredeemed together, as a in whole but not in part, at the option election of the CompanyIssuer, upon not less than 30 nor more than 90 days 60 days’ notice (which notice shall be irrevocable)irrevocable and given in accordance with the procedures described in Section 12.01 of the Indenture, at a redemption price the Redemption Price equal to 100% of the their principal amount thereofamount, together with plus accrued and unpaid interest, if any, any to the redemption date and Additional Amounts (as defined in Section 3.2)Redemption Date if, if any, if as a result of (a) any amendment to, or change in, the laws or regulations of Switzerland or the United States, as applicable, treaties (or any political subdivision thereof regulations or therein having rulings promulgated thereunder) of any Relevant Taxing Jurisdiction which becomes effective on or after the power to tax date of the Indenture or (a “Taxing Jurisdiction”), or b) any change which becomes effective on or after the date of the Indenture in the application official application, official administration, or official interpretation of such laws, treaties, regulations or rulings (including any action taken by virtue of a taxing authority holding, judgment or a holding order by a court of competent jurisdiction jurisdiction) of any Relevant Taxing Jurisdiction (regardless each of whether such action the foregoing clauses (a) and (b), a “Change in Tax Law”), the Issuer would be obligated to pay, on the next date for any payment and as a result of that amendment or such holding is change, Additional Amounts (as described above in paragraph 2) with respect to the Company or Guarantor)Relevant Taxing Jurisdiction, which amendment or change is announced or becomes effective after the date Issuer cannot avoid by the Offered Securities are issueduse of reasonable measures available to the Issuer, then the Issuer may, at its option, redeem all, but not less than all, of the Notes, at any time thereafter, upon not less than 30 nor more than 60 days’ notice, which notice shall be given in accordance with the procedures of Section 12.01 of the Indenture, at a redemption price of 100% of the principal amount, plus accrued and unpaid interest, if any, to the redemption date. Prior to the giving of any notice of the redemption described in this paragraph, the Guarantor or Issuer will deliver to the Company has become, or there is a material probability Trustee and the Paying Agent: (a) an Officer’s Certificate stating that it will become, obligated the obligation to pay such Additional Amounts on the next date on which any amount would be payable with respect to the Securities of such series, and such obligation cannot be avoided by the use of commercially Issuer’s taking reasonable measures available to Guarantor it; and (b) a written opinion of independent tax counsel to the Issuer of recognized standing qualified under the laws of the Relevant Taxing Jurisdiction and reasonably satisfactory to the Trustee to the effect that the Issuer has or the Companywill become obligated to pay such Additional Amounts as a result of a Change in Tax Law. The Trustee will accept such Officer’s Certificate and opinion, as the case may be; provided, however, that delivered in compliance with clauses (a) and (b) above, as sufficient evidence of the satisfaction of the conditions precedent described above, in which event it will be conclusive and binding on the holders. Notwithstanding the foregoing, no such notice of redemption may will be given (a) earlier than 90 days prior to the earliest date on which Guarantor or the Company, as the case may be, Issuer would be obligated obliged to pay make such payment of Additional Amounts, Amounts if a payment in respect of this Note were then due and (b) unless at the time such notice of redemption is given, such the obligation to pay such Additional Amounts remains in effect. Prior The foregoing provisions shall apply mutatis mutandis to any Guarantor (and the related Guarantee) to any successor person, after such successor person becomes a party to the giving of any notice of redemption described Indenture, with respect to a Change in this paragraph, Tax Law occurring after the Company or the Guarantor, as the case may be, shall deliver time such successor person becomes a party to the Trustee (i)(A) a certificate signed by two Officers of the Company stating that the obligation to pay Additional Amounts cannot be avoided by the Company taking commercially reasonable measures available to it or (B) a certificate signed by two Officers of the Guarantor stating that the obligation to pay Additional Amounts cannot be avoided by Guarantor taking commercially reasonable measures available to it, and (ii) a written opinion of independent legal counsel to the Guarantor or the Company, as the case may be, of recognized standing to the effect that the Company has or there is a material probability that it will become obligated to pay Additional Amounts as a result of a change, amendment, official interpretation or application described above and that the Guarantor or the Company, as the case may be, cannot avoid the payment of such Additional Amounts by taking commercially reasonable measures available to itIndenture.

Redemption Upon Changes in Withholding Taxes. The Offered Unless otherwise provided pursuant to Section 2.2, the Securities of any Series may be redeemed, as a whole but not in part, at the option of the Company, upon not less than 30 nor more than 90 days 60 days’ notice (which notice shall be irrevocable), at a redemption price equal to 100% of the principal amount thereof, together with accrued interest, if any, to the redemption date and Additional Amounts (as defined in Section 3.213.2), if any, if as a result of any amendment to, or change in, the laws laws, regulations, rulings or regulations treaties of Switzerland or the United StatesKingdom, the United States or other jurisdiction in which the Company or any of the Guarantors or, in each case, any successor thereof (including a successor person formed by a consolidation with the Company or any of the Guarantors, into which the Company or any of the Guarantors is merged, or that acquires or leases all or substantially all of the property and assets of the Company or any of the Guarantors) may be incorporated, organized, or otherwise resident for tax purposes, or engaged in business for tax purposes, as applicable, or any political subdivision thereof or therein having the power to tax tax, or any jurisdiction from or through which payment is made by or on behalf of the Company or any Guarantor (a “Taxing Jurisdiction”), or any change in the application or official interpretation of such laws, regulations, rulings or treaties, including any action taken by by, or change in the published administrative practice of, a taxing authority or a holding by a court of competent jurisdiction (regardless of whether such action action, change or such holding is with respect to the Company or Guarantorany of the Guarantors), which amendment or change is announced or becomes effective on or after the date the Offered Securities of such Series are issued, the Guarantor Company or any of the Company Guarantors has become, or there is a material substantial probability that it will become, obligated to pay Additional Amounts on the next date on which any amount would be payable with respect to the Securities of such seriesSeries (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Company or another Guarantor who can make such payment without the obligation to pay Additional Amounts), and such obligation cannot be avoided by the use of commercially reasonable measures available to Guarantor the Company or the Companyapplicable Guarantor, as the case may be, including, for the avoidance of doubt, the appointment of a new paying agent but not including substitution of the obligor on the Securities; provided, however, that (a) no such notice of redemption may be given earlier than 90 60 days prior to the earliest date on which Guarantor the Company or the Companyapplicable Guarantor, as the case may be, would be obligated obligated, or there is a substantial probability the Company or the applicable Guarantor would otherwise be obligated, to pay such Additional Amounts, and (b) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effectAmount. Prior to the giving publication or, where relevant, mailing (and/or to the extent permitted by applicable procedures or regulations, electronic delivery) of any notice of redemption described in this paragraph, the Company shall deliver to the Trustee (i) an Officer’s Certificate of the Company or the applicable Guarantor, as the case may be, shall deliver to the Trustee (i)(A) a certificate signed by two Officers of the Company stating that the obligation to pay Additional Amounts cannot be avoided by the Company taking commercially reasonable measures available to it or (B) a certificate signed by two Officers of the Guarantor stating that applicable Guarantor, as the obligation to pay Additional Amounts cannot be avoided by Guarantor case may be, taking commercially reasonable measures available to it, as described above, and (ii) a written opinion of independent legal tax counsel to the Guarantor Company or the Companyapplicable Guarantor, as the case may be, of recognized standing to the effect that the Company or the applicable Guarantor, as the case may be, has or there is a material substantial probability that it will become obligated to pay Additional Amounts as a result of a change, amendment, official interpretation or application described above and that the Guarantor or the Company, as the case may be, cannot avoid the payment of such Additional Amounts by taking commercially reasonable measures available to itabove.

Redemption Upon Changes in Withholding Taxes. The Offered Securities Issuer may be redeemedredeem the Notes, as a in whole but not in part, at the option of the Company, its discretion at any time upon giving not less than 30 nor more than 90 days 60 days’ prior notice to the Holders of the Notes (which notice shall will be irrevocableirrevocable and given in accordance with the procedures described in Section 3.03 and Section 12.01), at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date fixed by the Issuer for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due and which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders of the Notes on the relevant record date to receive interest due on an interest payment date that is prior to the Tax Redemption Date and Additional Amounts (as defined if any) in Section 3.2respect thereof), if any, if as a result of any amendment to, or change in, the laws or regulations of Switzerland or the United States, as applicable, or any political subdivision thereof or therein having the power to tax (a “Taxing Jurisdiction”), or any change in the application or official interpretation of such laws, including any action taken by a taxing authority or a holding by a court of competent jurisdiction (regardless of whether such action or such holding is with respect to the Company or Guarantor), which amendment or change is announced or becomes effective after the date the Offered Securities are issued, the Guarantor or the Company has become, or there is a material probability that it will become, obligated to pay Additional Amounts on the next date on which any amount would be payable with in respect of the Notes, the Issuer is or would be required to the Securities of such seriespay Additional Amounts, and such obligation the Issuer cannot be avoided avoid any such payment obligation by the use of commercially taking reasonable measures available to Guarantor it (including, for the avoidance of doubt, the designation of a Paying Agent in another jurisdiction), and the requirement arises as a result of: (i) any change in, or amendment to, the Companylaws (or any regulations or rulings promulgated thereunder) of the relevant Tax Jurisdiction affecting taxation, as which change or amendment has not been formally proposed before and which becomes effective on or after the case may beIssue Date (or, if the relevant Tax Jurisdiction was not a Tax Jurisdiction on the Issue Date, the date on which such Tax Jurisdiction became a Tax Jurisdiction under this Indenture); providedor (ii) any change in, howeveror amendment to, that an official written position regarding the application, administration or interpretation of such laws, regulations or rulings (a) no including a holding, judgment or order by a court of competent jurisdiction or a change in published administrative practice), which change or amendment has not been formally proposed before and becomes effective on or after the Issue Date (or, if the relevant Tax Jurisdiction was not a Tax Jurisdiction on the Issue Date, the date on which such Tax Jurisdiction became a Tax Jurisdiction under this Indenture). The Issuer will not give any such notice of redemption may be given earlier than 90 60 days prior to the earliest date on which Guarantor or the Company, as the case may be, Issuer would be obligated to pay make such Additional Amountspayment or withholding if a payment in respect of the Notes were then due, and (b) at the time such notice of redemption is given, such the obligation to pay such Additional Amounts remains must remain in effect. Prior to the giving publication or, where relevant, mailing of any notice of redemption described in this paragraphof the Notes pursuant to the foregoing, the Company or the Guarantor, as the case may be, shall Issuer will deliver to the Trustee (i)(A) a certificate signed by two Officers written opinion of independent tax counsel of recognized standing qualified under the laws of the Company stating relevant Tax Jurisdiction, such counsel to be subject to the prior written approval of the Trustee, to the effect that there has been such change or amendment which would entitle the Issuer to redeem the Notes hereunder. In addition, before the Issuer publishes or mails notice of redemption of the Notes as described above, it will deliver to the Trustee an Officer’s Certificate to the effect that the obligation to pay Additional Amounts cannot be avoided by the Company Issuer taking commercially reasonable measures available to it or (B) a certificate signed by two Officers of the Guarantor stating that the obligation to pay Additional Amounts cannot be avoided by Guarantor taking commercially reasonable measures available to it. The Trustee will accept such Officer's Certificate and Opinion of Counsel as sufficient evidence of the existence and satisfaction of the conditions precedent as described above, and (ii) a written opinion of independent legal counsel to the Guarantor or the Company, as the case may be, of recognized standing to the effect that the Company has or there is a material probability that in which event it will become obligated be conclusive and binding on the Holders. For the avoidance of doubt, the implementation of European Council Directive 2003/48/EC or any other directive implementing the conclusions of the ECOFIN Council meetings of November 26, 2000 and November 27, 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to pay Additional Amounts as conform to, such directive will not be a result of a change, amendment, official interpretation change or application described above and that the Guarantor or the Company, as the case may be, cannot avoid the payment of amendment for such Additional Amounts by taking commercially reasonable measures available to itpurposes.

Redemption Upon Changes in Withholding Taxes. The Offered Securities of any series may be redeemed, as a whole but not in part, at the option of the Company, upon not less than 30 nor more than 90 days notice (which notice shall be irrevocable), at a redemption price equal to 100% of the principal amount thereof, together with accrued interest, if any, to the redemption date and Additional Amounts (as defined in Section 3.214.02), if any, if as a result of any amendment to, or change in, the laws or regulations of Switzerland or the United States, as applicable, any country in which the Company or any Guarantor is organized or any political subdivision thereof or therein having the power to tax (a “Taxing Jurisdiction”), or any change in the application or official interpretation of such laws, including any action taken by a taxing authority or a holding by a court of competent jurisdiction (regardless of whether such action or such holding is with respect to the Company [or a Guarantor]), which amendment or change is announced or becomes effective after the date the Offered Securities of such series are issued, the Guarantor Guarantors or the Company has become, or there is a material probability that it will become, obligated to pay Additional Amounts on the next date on which any amount would be payable with respect to the Securities of such series, and such obligation cannot be avoided by the use of commercially reasonable measures available to Guarantor Guarantors or the Company, as the case may be; provided, however, that (a) no such notice of redemption may be given earlier than 90 days prior to the earliest date on which Guarantor Guarantors or the Company, as the case may be, would be obligated to pay such Additional Amounts, and (b) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. Prior to the giving of any notice of redemption described in this paragraph, the Company or the Guarantor, as the case may be, shall deliver to the Trustee (i)(A) a certificate signed by two Officers directors of the Company stating that the obligation to pay Additional Amounts cannot be avoided by the Company taking commercially reasonable measures available to it or (B) a certificate signed by two Officers of the Guarantor Guarantors stating that the obligation to pay Additional Amounts cannot be avoided by Guarantor Guarantors taking commercially reasonable measures available to it, as the case may be, and (ii) a written opinion of independent legal counsel to the Guarantor Guarantors or the Company, as the case may be, of recognized standing to the effect that the Company has or there is a material probability that it will become obligated to pay Additional Amounts as a result of a change, amendment, official interpretation or application described above and that the Guarantor Guarantors or the Company, as the case may be, cannot avoid the payment of such Additional Amounts by taking commercially reasonable measures available to it.

Redemption Upon Changes in Withholding Taxes. The Offered Securities of any series may be redeemed, as a whole but not in part, at the option of the Company, upon not less than 30 nor more than 90 days notice (which notice shall be irrevocable), at a redemption price equal to 100% of the principal amount thereof, together with accrued interest, if any, to the redemption date and Additional Amounts (as defined in Section 3.214.02), if any, if as a result of any amendment to, or change in, the laws or regulations of Switzerland Luxembourg, Bermuda or the United States, as applicable, or any political subdivision thereof or therein having the power to tax (a “Taxing Jurisdiction”), ) or any change in the application or official interpretation of such laws, including any action taken by a taxing authority or a holding by a court of competent jurisdiction (regardless of whether such action or such holding is with respect to the Company or GuarantorParent), which amendment or change is announced or becomes effective after the date the Offered Securities of such series are issued, the Guarantor Parent or the Company has become, or there is a material probability that it will become, obligated to pay Additional Amounts on the next date on which any amount would be payable with respect to the Securities of such series, and such obligation cannot be avoided by the use of commercially reasonable measures available to Guarantor Parent or the Company, as the case may be; provided, however, that (a) no such notice of redemption may be given earlier than 90 days prior to the earliest date on which Guarantor Parent or the Company, as the case may be, would be obligated to pay such Additional Amounts, and (b) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. Prior to the giving of any notice of redemption described in this paragraph, the Company or the Guarantor, as the case may be, shall deliver to the Trustee (i)(A) a certificate signed by two Officers directors of the Company stating that the obligation to pay Additional Amounts cannot be avoided by the Company taking commercially reasonable measures available to it or (B) a certificate signed by two Officers of the Guarantor Parent stating that the obligation to pay Additional Amounts cannot be avoided by Guarantor Parent taking commercially reasonable measures available to it, as the case may be, and (ii) a written opinion of independent legal counsel to the Guarantor Parent or the Company, as the case may be, of recognized standing to the effect that the Company has or there is a material probability that it will become obligated to pay Additional Amounts as a result of a change, amendment, official interpretation or application described above and that the Guarantor Parent or the Company, as the case may be, cannot avoid the payment of such Additional Amounts by taking commercially reasonable measures available to it.

Redemption Upon Changes in Withholding Taxes. The Offered Securities may If as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the United States (or any taxing authority thereof having power to tax) (a “Relevant Taxing Jurisdiction”), or any change in, or amendment to, the official position regarding the application or interpretation of such laws, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published administrative practice), which change or amendment is publicly announced and becomes effective after the Issue Date, the Issuer or an applicable Guarantor becomes or will become obligated to pay Additional Amounts (but in the case of a Guarantor, only if the payments giving rise to such obligations cannot be redeemedmade by the Issuer or another Guarantor without the obligation to pay Additional Amounts) then the Issuer may, at its option, redeem the Securities, as a whole but not in part, at the option of the Company, upon not less than 30 15 days’ nor more than 90 days 60 days’ published notice (which notice shall be irrevocable)as described below, at a redemption price equal to 100% of the their principal amount thereofamount, together with interest accrued interestthereon to the Redemption Date (subject to the right of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date that is prior to the Redemption Date and Additional Amounts, if any, to the redemption date in respect thereof) and all Additional Amounts (as defined in Section 3.2)Amounts, if any, if then due and which will become due on the Redemption Date as a result of any amendment tothe redemption or otherwise; provided that the Issuer determines, or change inin its business judgment, that the laws or regulations of Switzerland or the United States, as applicable, or any political subdivision thereof or therein having the power to tax (a “Taxing Jurisdiction”), or any change in the application or official interpretation of such laws, including any action taken by a taxing authority or a holding by a court of competent jurisdiction (regardless of whether such action or such holding is with respect to the Company or Guarantor), which amendment or change is announced or becomes effective after the date the Offered Securities are issued, the Guarantor or the Company has become, or there is a material probability that it will become, obligated obligation to pay such Additional Amounts on the next date on which any amount would be payable with respect to the Securities of such series, and such obligation cannot be avoided by the use of commercially reasonable measures available to the Issuer or any Guarantor or (which does not include substitution of the Company, as obligor under the case may beSecurities); provided, howeverfurther, that (a) no such the notice of redemption may shall not be given earlier than 90 days prior to before the earliest date on which the Issuer or applicable Guarantor or the Company, as the case may be, would be obligated to pay such Additional Amounts, Amounts if a payment in respect of the Securities were then due and (b) unless at the time such notice of redemption is given, given such obligation to pay such Additional Amounts remains in effect. Prior to the giving of any notice of redemption described in this paragraph, the Company or the Guarantor, as the case may be, shall deliver to the Trustee (i)(A) a certificate signed by two Officers of the Company stating that the obligation to pay Additional Amounts cannot remains in effect (or will be avoided by in effect at the Company taking commercially reasonable measures available to it or (B) a certificate signed by two Officers time of such redemption). No such redemption may be made unless the Guarantor stating that the obligation to pay Additional Amounts cannot be avoided by Guarantor taking commercially reasonable measures available to it, and (ii) a written Issuer shall have received an opinion of an independent legal tax counsel to the Guarantor or the Company, as the case may be, of recognized standing to the effect that the Company has or there is a material probability that it will become obligated to pay Additional Amounts as a result of a change, amendment, official interpretation such change or application described above and that amendment the Issuer or an applicable Guarantor has been or will be required to pay the Company, as the case may be, cannot avoid the payment of such Additional Amounts by taking commercially reasonable measures available and the Issuer shall have delivered to itthe Trustee an Officer’s Certificate, stating that based on such opinion the Issuer is entitled to redeem the Securities pursuant to their terms.

Redemption Upon Changes in Withholding Taxes. The Offered Securities This Note and the other Global Notes may also be redeemedredeemed together, as a in whole but not in part, at the option election of the CompanyIssuers, upon not less than 30 10 nor more than 90 days 60 days’ notice (which notice shall be irrevocable)irrevocable and given in accordance with the procedures described in Section 12.02 of the Indenture, at a redemption price the Redemption Price equal to 100% of the their principal amount thereofamount, together with plus accrued and unpaid interest, if anyany to (but excluding) the Redemption Date if, to the redemption date and Additional Amounts (as defined in Section 3.2), if any, if as a result of (a) any amendment to, or change in, the laws (or regulations or rulings promulgated thereunder) of Switzerland or any Relevant Taxing Jurisdiction which is announced and becomes effective after the United StatesIssue Date (or, as applicablewhere such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction at a later date, or any political subdivision thereof or therein having the power to tax after such later date) or, (a “Taxing Jurisdiction”), or b) any change which is announced and becomes effective after the Issue Date (or, where such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction at a later date, after such later date) in the application official interpretation or official interpretation application of such laws, regulations or rulings (including any action taken by virtue of a taxing authority holding, judgment or a holding order by a court of competent jurisdiction jurisdiction) of any Relevant Taxing Jurisdiction (regardless each of whether such action the foregoing sub-clauses (a) and (b), a “Change in Tax Law”), the Issuers would be obligated to pay, on the next date for any payment and as a result of that amendment or such holding is change, Additional Amounts (as described above in paragraph 2), with respect to the Company or Guarantor)Relevant Taxing Jurisdiction, which amendment or change is announced or becomes effective after the date the Offered Securities are issued, the Guarantor or the Company has become, or there is a material probability that it will become, obligated to pay Additional Amounts on the next date on which any amount would be payable with respect to the Securities of such series, and such obligation Issuers cannot be avoided avoid by the use of commercially reasonable measures available to Guarantor or the Company, as the case may be; provided, however, that (a) no such notice of redemption may be given earlier than 90 days prior to the earliest date on which Guarantor or the Company, as the case may be, would be obligated to pay such Additional Amounts, and (b) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effectIssuers. Prior to the giving of any notice of redemption described in pursuant to this paragraphparagraph 7, the Company or the Guarantor, as the case may be, Issuers shall deliver to the Trustee (i)(Aa) a certificate signed by two Officers of the Company an Officer’s Certificate stating that the obligation to pay Additional Amounts cannot be avoided by the Company Issuers taking commercially reasonable measures available to it or (B) a certificate signed by two Officers of the Guarantor stating that the obligation to pay Additional Amounts cannot be avoided by Guarantor taking commercially reasonable measures available to it, and (iib) a written opinion of independent legal tax counsel to the Guarantor or the Company, as the case may be, Issuers of recognized standing qualified under the laws of the Relevant Taxing Jurisdiction and reasonably satisfactory to the Trustee to the effect that the Company Issuers has or there is a material probability that it will become obligated to pay such Additional Amounts as a result of a changeChange in Tax Law. The Trustee will accept such Officer’s Certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent described above, amendmentwithout further inquiry, official interpretation or application described above in which event it will be conclusive and that binding on Holders of the Guarantor or Notes. Notwithstanding the Companyforegoing, as no such notice of redemption will be given (a) earlier than 90 days prior to the case may be, cannot avoid earliest date on which the Issuers would be obliged to make such payment of such Additional Amounts by taking commercially reasonable measures available if a payment in respect of the Notes were then due and (b) unless at the time such notice is given, the obligation to itpay Additional Amounts remains in effect. Any redemption and notice may, in the Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent.

Redemption Upon Changes in Withholding Taxes. The Offered Securities Issuer may be redeemedredeem the Notes, as a in whole but not in part, at the option of the Company, its discretion at any time upon giving not less than 30 nor more than 90 days 60 days’ prior notice to the Holders of the Notes (which notice shall will be irrevocableirrevocable and given in accordance with the procedures described in Section 3.03 and Section 12.01 of the Indenture), at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date fixed by the Issuer for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due and which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders of the Notes on the relevant record date to receive interest due on an interest payment date that is prior to the Tax Redemption Date and Additional Amounts (as defined if any) in Section 3.2respect thereof), if any, if as a result of any amendment to, or change in, the laws or regulations of Switzerland or the United States, as applicable, or any political subdivision thereof or therein having the power to tax (a “Taxing Jurisdiction”), or any change in the application or official interpretation of such laws, including any action taken by a taxing authority or a holding by a court of competent jurisdiction (regardless of whether such action or such holding is with respect to the Company or Guarantor), which amendment or change is announced or becomes effective after the date the Offered Securities are issued, the Guarantor or the Company has become, or there is a material probability that it will become, obligated to pay Additional Amounts on the next date on which any amount would be payable with in respect of the Notes, the Issuer is or would be required to the Securities of such seriespay Additional Amounts, and such obligation the Issuer cannot be avoided avoid any such payment obligation by the use of commercially taking reasonable measures available to Guarantor it (including, for the avoidance of doubt, the designation of a Paying Agent in another jurisdiction), and the requirement arises as a result of: (i) any change in, or amendment to, the Companylaws (or any regulations or rulings promulgated thereunder) of the relevant Tax Jurisdiction affecting taxation, as which change or amendment has not been formally proposed before and which becomes effective on or after the case may beIssue Date (or, if the relevant Tax Jurisdiction was not a Tax Jurisdiction on the Issue Date, the date on which such Tax Jurisdiction became a Tax Jurisdiction under the Indenture); providedor (ii) any change in, howeveror amendment to, that an official written position regarding the application, administration or interpretation of such laws, regulations or rulings (a) no including a holding, judgment or order by a court of competent jurisdiction or a change in published administrative practice), which change or amendment has not been formally proposed before and becomes effective on or after the Issue Date (or, if the relevant Tax Jurisdiction was not a Tax Jurisdiction on the Issue Date, the date on which such Tax Jurisdiction became a Tax Jurisdiction under the Indenture). The Issuer will not give any such notice of redemption may be given earlier than 90 60 days prior to the earliest date on which Guarantor or the Company, as the case may be, Issuer would be obligated to pay make such Additional Amountspayment or withholding if a payment in respect of the Notes were then due, and (b) at the time such notice of redemption is given, such the obligation to pay such Additional Amounts remains must remain in effect. Prior to the giving publication or, where relevant, mailing of any notice of redemption described in this paragraphof the Notes pursuant to the foregoing, the Company or the Guarantor, as the case may be, shall Issuer will deliver to the Trustee (i)(A) a certificate signed by two Officers written opinion of independent tax counsel of recognized standing qualified under the laws of the Company stating relevant Tax Jurisdiction, such counsel to be subject to the prior written approval of the Trustee, to the effect that there has been such change or amendment which would entitle the Issuer to redeem the Notes hereunder. In addition, before the Issuer publishes or mails notice of redemption of the Notes as described above, it will deliver to the Trustee an Officers’ Certificate to the effect that the obligation to pay Additional Amounts cannot be avoided by the Company Issuer taking commercially reasonable measures available to it or (B) a certificate signed by two Officers of the Guarantor stating that the obligation to pay Additional Amounts cannot be avoided by Guarantor taking commercially reasonable measures available to it. The Trustee will accept such Officers’ Certificate and Opinion of Counsel as sufficient evidence of the existence and satisfaction of the conditions precedent as described above, and (ii) a written opinion of independent legal counsel to the Guarantor or the Company, as the case may be, of recognized standing to the effect that the Company has or there is a material probability that in which event it will become obligated be conclusive and binding on the Holders. For the avoidance of doubt, the implementation of European Council Directive 2003/48/EC or any other directive implementing the conclusions of the ECOFIN Council meetings of November 26, 2000 and November 27, 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to pay Additional Amounts as conform to, such directive will not be a result of a change, amendment, official interpretation change or application described above and that the Guarantor or the Company, as the case may be, cannot avoid the payment of amendment for such Additional Amounts by taking commercially reasonable measures available to itpurposes.

Redemption Upon Changes in Withholding Taxes. (a) The Offered Securities Notes may be redeemed, at the option of the Issuer, as a whole but not in part, at the option of the Company, upon giving not less than 30 10 days’ nor more than 90 days 60 days’ notice to the Holders (which notice shall be irrevocable), at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to (but excluding) the date fixed by the Issuer or the Surviving Person, as the case may be, for redemption date and Additional Amounts (as defined in Section 3.2)if, if any, if as a result of of: (1) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of a Relevant Jurisdiction affecting taxation; or (2) any change in, the laws or regulations of Switzerland amendment to, an existing official position, or the United Statesstating of an official position, as applicableregarding the application, administration or any political subdivision thereof or therein having the power to tax (a “Taxing Jurisdiction”), or any change in the application or official interpretation of such laws, regulations or rulings (including any action taken by a taxing authority holding, judgment or a holding order by a court of competent jurisdiction jurisdiction), which change, amendment, application or interpretation is proposed and becomes effective or, in the case of an official positions, is announced, on or after (regardless of whether such action or such holding is i) with respect to the Company or Guarantor)Issuer, which amendment or change is announced or becomes effective after the date the Offered Securities are issuedof this Indenture or (ii) with respect to any Surviving Person, the Guarantor date such Surviving Person becomes a Surviving Person with respect to any payment due or to become due under the Notes or this Indenture, the Issuer or the Company has becomeSurviving Person, as the case may be, is, or there is a material probability that it will becomeon the next interest payment date would be, obligated required to pay Additional Amounts on the next date on which any amount would be payable with respect to the Securities of such seriesAmounts, and such obligation requirement cannot be avoided by the use of commercially reasonable measures available to Guarantor Issuer or the CompanySurviving Person, as the case may be, taking reasonable measures available to it; provided that changing the jurisdiction of incorporation of the Issuer or any Subsidiary shall not be considered a reasonable measure; and provided, howeverfurther, that (a) no such notice of redemption may shall be given earlier than 90 days prior to the earliest date on which Guarantor the Issuer or the CompanySurviving Person, as the case may be, would be obligated to pay such Additional Amounts, Amounts if a payment in respect of the Notes were then due and (b) unless at the time such notice of redemption is given, such the obligation to pay such Additional Amounts remains in effect. . (b) Prior to the giving mailing of any notice of redemption described in this paragraphof the Notes pursuant to the foregoing, the Company Issuer or the GuarantorSurviving Person, as the case may be, shall deliver to the Trustee Trustee: (i)(A1) a certificate signed by two Officers of the Company an Officer’s Certificate stating that such change or amendment referred to in the obligation to pay Additional Amounts prior paragraph has occurred, describing the facts related thereto and stating that such requirement cannot be avoided by the Company taking commercially reasonable measures available to it or (B) a certificate signed by two Officers of the Guarantor stating that the obligation to pay Additional Amounts cannot be avoided by Guarantor taking commercially reasonable measures available to it, and (ii) a written opinion of independent legal counsel to the Guarantor Issuer or the CompanySurviving Person, as the case may be, taking reasonable measures available to it; and (2) an Opinion of Counsel of recognized international standing to the effect that the Company has or there is a material probability that it will become obligated requirement to pay Additional Amounts as a result of a change, amendment, official interpretation or application described above and that the Guarantor or the Company, as the case may be, cannot avoid the payment of such Additional Amounts by taking commercially reasonable measures available results from the circumstances referred to itin the prior paragraph. (c) The Trustee shall accept such certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent described above, in which event it shall be conclusive and binding on the Holders.

Redemption Upon Changes in Withholding Taxes. The Offered Securities Notes may be redeemed, as a whole but not in part, at the option of the Company, upon not less than 30 nor more than 90 days 60 days' notice (which notice shall be irrevocable), at a redemption price equal to 100% of the principal amount thereof, together with accrued interest, if any, to the redemption date and Additional Amounts (as defined in Section 3.212.2), if any, if as a result of any amendment to, or change in, the laws or regulations of Switzerland Luxembourg or the United States, as applicable, Bermuda or any political subdivision or taxing authority thereof or therein having the power to tax (a “Taxing Jurisdiction”"TAXING AUTHORITY"), or any change in the application or official interpretation of such laws, including any action taken by a taxing authority laws or a holding by a court of competent jurisdiction (regardless of whether such action or such holding is with respect to the Company or Guarantor), regulations which amendment or change is announced or becomes effective after the date the Offered Securities Notes are issued, the Guarantor Company or the Company Tyco has become, become or there is a material probability that it will become, become obligated to pay Additional Amounts Amounts, on the next date on which any amount would be payable with respect to the Securities of such seriesNotes, and such obligation cannot be avoided by the use of commercially reasonable measures available to Guarantor the Company or the CompanyTyco, as the case may be; provided, however, that (a) no such notice of redemption may be given earlier than 90 60 days prior to the earliest date on which Guarantor the Company or the CompanyTyco, as the case may be, would be obligated to pay such Additional Amounts, and (b) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. Prior to the giving of any notice of redemption described in this paragraph, the Company or the Guarantor, as the case may be, shall deliver to the Trustee (i)(Ai)(I) a certificate signed by two Officers directors of the Company stating that the obligation to pay Additional Amounts cannot be avoided by the Company taking commercially reasonable measures available to it or (BII) a certificate signed by two Officers executive officers of the Guarantor Tyco stating that the obligation to pay Additional Amounts cannot be avoided by Guarantor Tyco taking commercially reasonable measures available to it, as the case may be, and (ii) a written opinion of independent legal counsel to the Guarantor Company or the CompanyTyco, as the case may be, of recognized standing to the effect that the Company or Tyco, as the case may be, has or there is a material probability that it will become obligated to pay Additional Amounts as a result of a change, amendment, official interpretation or application described above and that the Guarantor Company or the CompanyTyco, as the case may be, cannot avoid the payment of such Additional Amounts by taking commercially reasonable measures available to it.

Redemption Upon Changes in Withholding Taxes. The Offered Unless otherwise provided pursuant to Section 3.01, the Securities of any series may be redeemed, as a whole but not in part, at the option of the Company, upon not less than 30 nor more than 90 days 60 days’ notice (which notice shall be irrevocable), at a redemption price equal to 100% of the principal amount thereof, together with accrued interest, if any, to the redemption date and Additional Amounts (as defined in Section 3.216.02), if any, if as a result of any amendment to, or change in, the laws laws, regulations, rulings or regulations treaties of Switzerland or Luxembourg, the United StatesStates or other jurisdiction in which the Company or any Guarantor or, in each case, any successor thereof (including a continuing Person formed by a consolidation with the Company or any Guarantor, into which the Company or such Guarantor is merged, or that acquires or leases all or substantially all of the property and assets of the Company or such Guarantor) may be organized, as applicable, or any political subdivision thereof or therein having the power to tax (a “Taxing Jurisdiction”), or any change in the application or official interpretation of such laws, regulations, rulings or treaties, including any action taken by by, or change in the published administrative practice of, a taxing authority or a holding by a court of competent jurisdiction (regardless of whether such action action, change or such holding is with respect to the Company or a Guarantor), which amendment or change is announced or becomes effective on or after the date the Offered Securities of such series are issued, the Company or such Guarantor or the Company has become, or there is a material probability that it will become, obligated to pay Additional Amounts on the next date on which any amount would be payable with respect to the Securities of such series, and such obligation cannot be avoided by the use of commercially reasonable measures available to Guarantor the Company or the Companysuch Guarantor, as the case may be, not including substitution of the obligor on the Securities; provided, however, that (a) no such notice of redemption may be given earlier than 90 60 days prior to the earliest date on which Guarantor the Company or the Companyany Guarantor, as the case may be, would be obligated obligated, or there is a material probability the Company or Guarantor would otherwise be obligated, to pay such Additional Amounts, and (b) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effectAmount. Prior to the giving publication or, where relevant, mailing (and/or to the extent permitted by applicable procedures or regulations, electronic delivery) of any notice of redemption described in this paragraph, the Company or the Guarantor, as the case may be, shall deliver to the Trustee (i)(A) a certificate signed by two Officers an Officer’s Certificate of the Company stating that the obligation to pay Additional Amounts cannot be avoided by the Company taking commercially reasonable measures available to it or (B) a certificate signed by two Officers an Officer’s Certificate of the applicable Guarantor stating that the obligation to pay Additional Amounts cannot be avoided by such Guarantor taking commercially reasonable measures available to it, as the case may be, as described above, and (ii) a written opinion of independent legal tax counsel to the Guarantor Company or the Companyapplicable Guarantor, as the case may be, of recognized standing to the effect that the Company or the applicable Guarantor, as the case may be, has or there is a material probability that it will become obligated to pay Additional Amounts as a result of a change, amendment, official interpretation or application described above and that the Guarantor Company or the Companyapplicable Guarantor, as the case may be, cannot avoid the payment of such Additional Amounts by taking commercially reasonable measures available to itit as described above.

Redemption Upon Changes in Withholding Taxes. The Offered Securities may be redeemedIf, as a whole result of: (a) any amendment after the Issue Date to, or change after the Issue Date in, the laws (or regulations or rulings promulgated thereunder) of any Relevant Taxing Jurisdiction; or (b) any change after the Issue Date in the official application or official interpretation of the laws, treaties, regulations or rulings (including a holding, judgment or order by a court competent jurisdiction), which amendment or change becomes effective after the Issue Date (or, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction after the Issue Date, such later date) of any Relevant Taxing Jurisdiction applicable to the Issuer or any Subsidiary Guarantor, the Issuer or any Subsidiary Guarantor would be obligated to pay, on the next date for any payment and as a result of that amendment or change, Additional Amounts as described above under paragraph 3 of this Note with respect to the Relevant Taxing Jurisdiction, which the Issuer or such Subsidiary Guarantor cannot avoid by the use of reasonable measures available to it (including making payments through a paying agent located in another jurisdiction but not in partincluding the Issuer moving or changing jurisdictions), then the Issuer may redeem all, but not less than all, of the Notes, at the option of the Companyany time thereafter, upon not less than 30 nor more than 90 days notice (which notice shall be irrevocable)60 days’ notice, at a redemption price equal to of 100% of the their principal amount thereofamount, together with plus accrued interestand unpaid interest and Additional Amounts, if any, to the redemption date and Additional Amounts (as defined in Section 3.2), if any, if as a result of any amendment to, or change in, the laws or regulations of Switzerland or the United States, as applicable, or any political subdivision thereof or therein having the power to tax (a “Taxing Jurisdiction”), or any change in the application or official interpretation of such laws, including any action taken by a taxing authority or a holding by a court of competent jurisdiction (regardless of whether such action or such holding is with respect to the Company or Guarantor), which amendment or change is announced or becomes effective after the date the Offered Securities are issued, the Guarantor or the Company has become, or there is a material probability that it will become, obligated to pay Additional Amounts on the next date on which any amount would be payable with respect to the Securities of such series, and such obligation cannot be avoided by the use of commercially reasonable measures available to Guarantor or the Company, as the case may be; provided, however, that (a) no such notice of redemption may be given earlier than 90 days prior to the earliest date on which Guarantor or the Company, as the case may be, would be obligated to pay such Additional Amounts, and (b) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effectdate. Prior to the giving of any notice of redemption described in this paragraph, the Company or the Guarantor, as the case may be, Issuer shall deliver to the Trustee Trustee: (i)(Ai) a certificate signed by two Officers of the Company an Officer’s Certificate stating that the obligation to pay such Additional Amounts cannot be avoided by the Company Issuer’s or the relevant Subsidiary Guarantor’s taking commercially reasonable measures available to it (including making payments through a paying agent located in another jurisdiction but not including the Issuer moving or (B) a certificate signed by two Officers of the Guarantor stating that the obligation to pay Additional Amounts cannot be avoided by Guarantor taking commercially reasonable measures available to it, and changing jurisdictions); and (ii) a written opinion in form and substance reasonably satisfactory to the Trustee of independent legal counsel to the Guarantor or the Company, as the case may be, Issuer of recognized standing acceptable to the Trustee to the effect that the Company Issuer has or there is a material probability that it will shall become obligated to pay such Additional Amounts as a result of a changechange or amendment or the relevant Subsidiary Guarantor described above. Notwithstanding the foregoing, amendmentthe Issuer may not redeem the Notes under this provision if the Relevant Taxing Jurisdiction changes under the Indenture and the Issuer, official interpretation or application described above and that the any Subsidiary Guarantor or any or the CompanyIssuer’s Surviving Entity is obligated to pay any Additional Amounts as a result of a change in, as or an amendment to, the case may belaws or treaties (or any regulations or rulings promulgated thereunder), cannot avoid or any change in or amendment to, any official position regarding the payment application, administration or interpretation of such Additional Amounts by taking commercially reasonable measures available to itlaws, treaties, regulations or rulings, of the then current Relevant Taxing Jurisdiction which, at the time such Relevant Taxing Jurisdiction became the applicable Relevant Taxing Jurisdiction under the Indenture, was publicly announced as being or having been formally proposed.

Redemption Upon Changes in Withholding Taxes. The Offered Securities of any series may be redeemed, as a whole but not in part, at the option of the Company, upon not less than 30 nor more than 90 60 days notice (which notice shall be irrevocable), at a redemption price equal to 100% of the principal amount thereof, together with accrued interest, if any, to the redemption date and Additional Amounts (as defined in Section 3.214.2), if any, if as a result of any amendment to, or change in, the laws or regulations of Switzerland Luxembourg or the United States, as applicable, Bermuda or any political subdivision or taxing authority thereof or therein having the power to tax (a “Taxing JurisdictionAuthority”), or any change in the application or official interpretation of such laws, including any action taken by a taxing authority laws or a holding by a court of competent jurisdiction (regardless of whether such action or such holding is with respect to the Company or Guarantor), regulations which amendment or change is announced or becomes effective after the date the Offered Securities of such series are issued, the Guarantor Tyco or the Company has become, become or there is a material probability that it will become, become obligated to pay Additional Amounts Amounts, on the next date on which any amount would be payable with respect to the Securities of such series, and such obligation cannot be avoided by the use of commercially reasonable measures available to Guarantor Tyco or the Company, as the case may be; provided, however, that (a) no such notice of redemption may be given earlier than 90 days prior to the earliest date on which Guarantor Tyco or the Company, as the case may be, would be obligated to pay such Additional Amounts, and (b) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. Prior to the giving of any notice of redemption described in this paragraph, the Company or the Guarantor, as the case may be, shall deliver to the Trustee (i)(A) a certificate signed by two Officers directors of the Company stating that the obligation to pay Additional Amounts cannot be avoided by the Company taking commercially reasonable measures available to it or (B) a certificate signed by two Officers executive officers of the Guarantor Tyco stating that the obligation to pay Additional Amounts cannot be avoided by Guarantor Tyco taking commercially reasonable measures available to it, as the case may be, and (ii) a written opinion of independent legal counsel to the Guarantor Tyco or the Company, as the case may be, of recognized standing to the effect that the Company has or there is a material probability that it will become obligated to pay Additional Amounts as a result of a change, amendment, official interpretation or application described above and that the Guarantor Tyco or the Company, as the case may be, cannot avoid the payment of such Additional Amounts by taking commercially reasonable measures available to it.

Redemption Upon Changes in Withholding Taxes. The Offered Securities Notes may be redeemed, as a whole but not in part, at the option election of the CompanyCompany and Tyco, upon not less than 30 nor more than 90 60 days notice (which notice shall be irrevocable), at a redemption price equal to 100% of the principal amount thereof, together with accrued interest, if any, to the redemption date and Additional Amounts (as defined in Section 3.212.2), if any, if as a result of any amendment to, or change in, the laws or regulations of Switzerland Luxembourg or the United States, as applicable, Bermuda or any political subdivision or taxing authority thereof or therein having the power to tax (a “Taxing JurisdictionAuthority”), or any change in the application or official interpretation of such laws, including any action taken by a taxing authority laws or a holding by a court of competent jurisdiction (regardless of whether such action or such holding is with respect to the Company or Guarantor), regulations which amendment or change is announced or and becomes effective after the date the Offered Securities are issuedJanuary 12, 1999, the Guarantor Company and Tyco have become or the Company has become, or there is a material probability that it will become, become obligated to pay Additional Amounts Amounts, on the next date on which any amount would be payable with respect to the Securities of such seriesNotes, and such obligation cannot be avoided by the use of commercially reasonable measures available to Guarantor or the Company, as the case may beCompany and Tyco; provided, however, that (a) no such notice of redemption may be given earlier than 90 60 days prior to the earliest date on which Guarantor or the Company, as the case may be, Company and Tyco would be obligated to pay such Additional Amounts, and (b) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. Prior to the giving of any notice of redemption described in this paragraph, the Company or the Guarantor, as the case may be, and Tyco shall deliver to the Trustee (i)(Ai) a certificate signed by two Officers an Officers’ Certificate from each of the Company and Tyco stating that the obligation to pay Additional Amounts cannot be avoided by the Company and Tyco taking commercially reasonable measures available to it or (B) a certificate signed by two Officers of the Guarantor stating that the obligation to pay Additional Amounts cannot be avoided by Guarantor taking commercially reasonable measures available to it, and (ii) a written opinion of independent legal counsel to each of the Guarantor or the Company, as the case may be, Company and Tyco (of recognized standing standing) to the effect that the Company has and Tyco have or there is a material probability that it will become obligated to pay Additional Amounts as a result of a change, amendment, official interpretation or application described above and that the Guarantor or the Company, as the case may be, Company and Tyco cannot avoid the payment of such Additional Amounts by taking commercially reasonable measures available to itthem.

Redemption Upon Changes in Withholding Taxes. The Offered Securities Notes may be redeemed, as a whole but not in part, at the option election of the Company, upon not less than 30 nor more than 90 60 days notice (which notice shall be irrevocable), at a redemption price equal to 100% of the principal amount thereof, together with accrued interest, if any, to the redemption date and Additional Amounts (as defined in Section 3.212.2), if any, if as a result of any amendment to, or change in, the laws or regulations of Switzerland Luxembourg or the United States, as applicable, Bermuda or any political subdivision or taxing authority thereof or therein having the power to tax (a “"Taxing Jurisdiction”Authority"), or any change in the application or official interpretation of such laws, including any action taken by a taxing authority laws or a holding by a court of competent jurisdiction (regardless of whether such action or such holding is with respect to the Company or Guarantor), regulations which amendment or change is announced or and becomes effective after the date the Offered Securities Notes are issued, the Guarantor Company or the Company Tyco has become, become or there is a material probability that it will become, become obligated to pay Additional Amounts Amounts, on the next date on which any amount would be payable with respect to the Securities of such seriesNotes, and such obligation cannot be avoided by the use of commercially reasonable measures available to Guarantor the Company or the CompanyTyco, as the case may be; providedPROVIDED, howeverHOWEVER, that (a) no such notice of redemption may be given earlier than 90 60 days prior to the earliest date on which Guarantor the Company or the CompanyTyco, as the case may be, would be obligated to pay such Additional Amounts, and (b) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. Prior Sinking Fund Provisions: None Other Provisions: None Closing Date and Time of Delivery: August 31, 1999 Closing Location: New York, New York Address for Notices to the giving Initial Purchasers: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 SCHEDULE I-D Representatives: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Purchase Agreement Dated: August 26, 1999 Title of any notice Securities: 0.57% % Yen Notes Due 2000 Aggregate Principal Amount: (Y) 10,000,000,000 Purchase Price: 99.9% Price to Public: 100 % Indenture: Indenture, dated as of redemption described in this paragraphJune 9, the Company or the Guarantor1998, as the case may besupplemented by Supplemental Indenture No. 12 thereto, shall deliver to the Trustee (i)(A) a certificate signed by two Officers dated as of the Company stating that the obligation to pay Additional Amounts cannot be avoided by the Company taking commercially reasonable measures available to it or (B) a certificate signed by two Officers August 31, 1999, among Tyco International Group S.A., Tyco International Ltd. and The Bank of the Guarantor stating that the obligation to pay Additional Amounts cannot be avoided by Guarantor taking commercially reasonable measures available to it, and (ii) a written opinion of independent legal counsel to the Guarantor or the CompanyNew York, as the case may betrustee. Maturity: September 5, of recognized standing to the effect that the Company has or there is a material probability that it will become obligated to pay Additional Amounts as a result of a change2000 First Payment Date: September 5, amendment2000 Interest Rate: 0.57 % Interest Payment Date: September 5, official interpretation or application described above and that the Guarantor or the Company, as the case may be, cannot avoid the payment of such Additional Amounts by taking commercially reasonable measures available to it.2000

Redemption Upon Changes in Withholding Taxes. The Offered Securities This Note and the other Global Notes may also be redeemedredeemed together, as a in whole but not in part, at the option election of the CompanyIssuers, upon not less than 30 10 nor more than 90 days 60 days’ notice (which notice shall be irrevocable)irrevocable and given in accordance with the procedures described in Section 12.02 of the Indenture, at a redemption price the Redemption Price equal to 100% of the their principal amount thereofamount, together with plus accrued and unpaid interest, if any, any to the redemption date and Additional Amounts (as defined in Section 3.2)Redemption Date if, if any, if as a result of (a) any amendment to, or change in, the laws (or regulations or rulings promulgated thereunder) of Switzerland or any Relevant Taxing Jurisdiction which is announced and becomes effective after the United StatesIssue Date (or, as applicablewhere such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction at a later date, or any political subdivision thereof or therein having the power to tax after such later date) or, (a “Taxing Jurisdiction”), or b) any change which is announced and becomes effective after the Issue Date (or, where such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction at a later date, after such later date) in the application official interpretation or official interpretation application of such laws, regulations or rulings (including any action taken by virtue of a taxing authority holding, judgment or a holding order by a court of competent jurisdiction jurisdiction) of any Relevant Taxing Jurisdiction (regardless each of whether such action the foregoing sub-clauses (a) and (b), a “Change in Tax Law”), the Issuers would be obligated to pay, on the next date for any payment and as a result of that amendment or such holding is change, Additional Amounts (as described above in paragraph 2), with respect to the Company or Guarantor)Relevant Taxing Jurisdiction, which amendment or change is announced or becomes effective after the date the Offered Securities are issued, the Guarantor or the Company has become, or there is a material probability that it will become, obligated to pay Additional Amounts on the next date on which any amount would be payable with respect to the Securities of such series, and such obligation Issuers cannot be avoided avoid by the use of commercially reasonable measures available to Guarantor or the Company, as the case may be; provided, however, that (a) no such notice of redemption may be given earlier than 90 days prior to the earliest date on which Guarantor or the Company, as the case may be, would be obligated to pay such Additional Amounts, and (b) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effectIssuers. Prior to the giving of any notice of redemption described in pursuant to this paragraphparagraph 7, the Company or the Guarantor, as the case may be, Issuers shall deliver to the Trustee (i)(Aa) a certificate signed by two Officers of the Company an Officer’s Certificate stating that the obligation to pay Additional Amounts cannot be avoided by the Company Issuers taking commercially reasonable measures available to it or (B) a certificate signed by two Officers of the Guarantor stating that the obligation to pay Additional Amounts cannot be avoided by Guarantor taking commercially reasonable measures available to it, and (iib) a written opinion of independent legal tax counsel to the Guarantor or the Company, as the case may be, Issuers of recognized standing qualified under the laws of the Relevant Taxing Jurisdiction and reasonably satisfactory to the Trustee to the effect that the Company Issuers has or there is a material probability that it will become obligated to pay such Additional Amounts as a result of a changeChange in Tax Law. The Trustee will accept such Officer’s Certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent described above, amendmentwithout further inquiry, official interpretation or application described above in which event it will be conclusive and that binding on Holders of the Guarantor or Notes. Notwithstanding the Companyforegoing, as no such notice of redemption will be given (a) earlier than 90 days prior to the case may be, cannot avoid earliest date on which the Issuers would be obliged to make such payment of such Additional Amounts by taking commercially reasonable measures available if a payment in respect of the Notes were then due and (b) unless at the time such notice is given, the obligation to itpay Additional Amounts remains in effect. Any redemption and notice may, in the Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent.

Redemption Upon Changes in Withholding Taxes. The Offered Securities may be redeemed, as a whole but not in part, at the option Either or both of the CompanyIssuers may redeem all, upon but not less than 30 nor more than 90 days notice (which notice shall be irrevocable)all, at a redemption price equal to 100% of the principal amount thereof, together with accrued interest, Offered Securities under the following conditions: (i) if any, to the redemption date and Additional Amounts (as defined in Section 3.2), if any, if as a result of any there is an amendment to, or change in, the laws or regulations of Switzerland or the United States, a Relevant Taxing Jurisdiction (as applicable, or any political subdivision thereof or therein having the power to tax (a “Taxing Jurisdiction”), defined below) or any change in the written application or official written interpretation of such laws, including any action taken by by, or a change in published administrative practice of, a taxing authority or a holding by a court of competent jurisdiction (jurisdiction, regardless of whether such action action, change or such holding is with respect to either or both of the Company or Guarantor)Issuers, which amendment or change is announced or and becomes effective on or after the date of issuance of the Offered Securities are issued(or, in the Guarantor case of any Relevant Taxing Jurisdiction that becomes a Relevant Taxing Jurisdiction after such date of issuance, after such later date); (ii) as a result of such amendment or change, either or both of the Company Issuers become, or there is a material probability that either or both of the Issuers will become obligated to pay Additional Amounts (as defined below) on the next payment date with respect to the Offered Securities, and such Issuer cannot avoid any such payment obligation by taking reasonable measures available (including having the other Issuer make payments on the Offered Securities if such action would be reasonable); (iii) the relevant Issuer delivers to the Trustee a written opinion of independent tax counsel to such Issuer (or Issuers) of recognized standing to the effect that such Issuer (or Issuers) has become, or there is a material probability that it will become, obligated to pay Additional Amounts on the next date on which any amount would be payable with respect to the Securities of such series, and such obligation cannot be avoided by the use of commercially reasonable measures available to Guarantor or the Company, as the case may be; provided, however, that (a) no such notice of redemption may be given earlier than 90 days prior to the earliest date on which Guarantor or the Company, as the case may be, would be obligated to pay such Additional Amounts, and (b) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. Prior to the giving of any notice of redemption described in this paragraph, the Company or the Guarantor, as the case may be, shall deliver to the Trustee (i)(A) a certificate signed by two Officers of the Company stating that the obligation to pay Additional Amounts cannot be avoided by the Company taking commercially reasonable measures available to it or (B) a certificate signed by two Officers of the Guarantor stating that the obligation to pay Additional Amounts cannot be avoided by Guarantor taking commercially reasonable measures available to it, and (ii) a written opinion of independent legal counsel to the Guarantor or the Company, as the case may be, of recognized standing to the effect that the Company has or there is a material probability that it will become obligated to pay Additional Amounts as a result of a change, amendment, official interpretation or application described above in the foregoing clauses (i) and (ii); in addition, before the Issuer mails notice of redemption of the Offered Securities as described below, it will deliver to the Trustee an Officer’s Certificate to the effect that the Guarantor obligation to pay Additional Amounts cannot be avoided by such Issuer or the Company, as the case may be, cannot avoid the any such payment of such Additional Amounts obligation by taking commercially reasonable measures available (including having the other Issuer make payments on the Offered Securities if such action would be reasonable); and (iv) following the delivery of the opinion described in the foregoing clause (iii), the relevant Issuer (or Issuers) provides notice of redemption for the Offered Securities not less than 10 days, but not more than 90 days, prior to itthe redemption date. The notice of redemption cannot be given more than 90 days before the earliest date on which the Issuer (or Issuers) would be otherwise required to pay Additional Amounts, and the obligation to pay Additional Amounts must still be in effect when the notice is given. Upon the occurrence of each of clauses (i), (ii), (iii) and (iv) above, the relevant Issuer (or Issuers) may redeem the Offered Securities at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, thereon to, but excluding, the redemption date and all Additional Amounts (if any) then due and that will become due on such redemption date as a result of the redemption or otherwise (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is prior to the redemption date and Additional Amounts (if any) in respect thereof). The provisions of this Section 14.01 shall apply mutatis mutandis to any Successor Company to the Company or Successor Co-Issuer to the Co-Issuer, as applicable.

Redemption Upon Changes in Withholding Taxes. The Offered Securities may be redeemed(a) If, as a whole but not in part, at the option of the Company, upon not less than 30 nor more than 90 days notice result of: (which notice shall be irrevocable), at a redemption price equal to 100% of the principal amount thereof, together with accrued interest, if any, to the redemption date and Additional Amounts (as defined in Section 3.2), if any, if as a result of i) any amendment to, or change in, the laws (or regulations or rulings promulgated thereunder) or relevant treaties of Switzerland or the United States, as applicable, or any political subdivision thereof or therein having the power to tax (a “Relevant Taxing Jurisdiction”), or ; or (ii) any change in the official application or official interpretation or administration of such laws, regulations or rulings or relevant treaties (including any action taken by virtue of a taxing authority holding, judgment or a holding order by a court of competent jurisdiction or a change in published practice) of any Relevant Taxing Jurisdiction (regardless each of whether such action the foregoing clauses (i) and (ii), a “Change in Tax Law”), the Issuer or such holding is any Guarantor would be obligated to pay, on the next date for any payment, Additional Amounts with respect to the Company Notes, which obligation the Issuer or such Guarantor cannot avoid by the use of reasonable measures available to it (including, for the avoidance of doubt, the appointment of a new Paying Agent where this would be reasonable and, in the case of a payment by a Guarantor, that the payment giving rise to such requirement to pay Additional Amounts cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), then the Issuer may redeem all, but not less than all, of the Notes, at any time thereafter, upon not less than 30 nor more than 60 days’ notice (which amendment notice shall be irrevocable and given in accordance with the procedures described in Section 3.03, at a redemption price of 100% of their principal amount, plus accrued and unpaid interest, if any, to the redemption date. In the case of redemption due to withholding as a result of a Change in Tax Law in a jurisdiction that is a Relevant Taxing Jurisdiction at the date of this Indenture, such Change in Tax Law must become effective on or change is announced after the date of this Indenture. In the case of redemption due to withholding as a result of a Change in Tax Law in a jurisdiction that becomes a Relevant Taxing Jurisdiction after the date of this Indenture, such Change in Tax Law must become effective on or becomes effective after the date the Offered Securities are issuedjurisdiction becomes a Relevant Taxing Jurisdiction. (b) Prior to the giving of any notice of the redemption described in this Section 3.08, the Guarantor Issuer or the Company has become, Guarantor (as the case may be) will deliver to the Trustee and the Paying Agent: (i) an Officer’s Certificate of the Issuer or there is a material probability Guarantor (as the case may be) stating that it will become, obligated the obligation to pay such Additional Amounts on the next date on which any amount would be payable with respect to the Securities of such series, and such obligation cannot be avoided by the use of commercially Issuer’s or such Guarantor’s taking reasonable measures available to it; and (ii) a written opinion of independent legal counsel of recognized standing addressed to the Issuer or Guarantor or the Company, (as the case may be; provided) qualified under the laws of the Relevant Taxing Jurisdiction and reasonably satisfactory to the Trustee and the Paying Agent to the effect that the Issuer or such Guarantor has or will become obligated to pay such Additional Amounts as a result of a Change in Tax Law. The Trustee and the Paying Agent will accept, howeverand shall be entitled to rely on, that such Officer’s Certificate and opinion of counsel, delivered in compliance with clauses (ab)(i) and (b)(ii) above, as sufficient evidence of the existence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on the holders of the Notes. (c) Notwithstanding the foregoing, no such notice of redemption may will be given (i) earlier than 90 days prior to the earliest date on which the Issuer or Guarantor or the Company, (as the case may be, ) would be obligated obliged to pay make such payment of Additional AmountsAmounts if a payment in respect of the Notes, were then due and (bii) unless at the time such notice of redemption is given, such the obligation to pay such Additional Amounts remains in effect. Prior The foregoing provisions shall apply mutatis mutandis to any Guarantor (and the giving related Guarantee) to any successor person, after such successor person becomes a party to this Indenture, with respect to a Change in Tax Law occurring after the time such successor person becomes a party to this Indenture. (d) The Issuer will publish a notice of any notice of optional redemption described in this paragraph, the Company or the Guarantor, as the case may be, shall deliver to the Trustee (i)(A) a certificate signed by two Officers of the Company stating that the obligation to pay Additional Amounts cannot be avoided by the Company taking commercially reasonable measures available to it or (B) a certificate signed by two Officers of the Guarantor stating that the obligation to pay Additional Amounts cannot be avoided by Guarantor taking commercially reasonable measures available to it, and (ii) a written opinion of independent legal counsel to the Guarantor or the Company, as the case may be, of recognized standing to the effect that the Company has or there is a material probability that it will become obligated to pay Additional Amounts as a result of a change, amendment, official interpretation or application Notes described above and that the Guarantor or the Company, as the case may be, cannot avoid the payment of such Additional Amounts by taking commercially reasonable measures available to itin accordance with Section 3.03.

Redemption Upon Changes in Withholding Taxes. (a) The Offered Securities Notes may be redeemed, at the option of the Issuer, as a whole but not in part, at the option of the Company, upon giving not less than 30 10 days’ nor more than 90 days 60 days’ notice to the Holders (which notice shall be irrevocable), at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to (but excluding) the date fixed by the Issuer or the Surviving Person, as the case may be, for redemption date and Additional Amounts (as defined in Section 3.2)if, if any, if as a result of of: (1) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of a Relevant Jurisdiction affecting taxation; or (2) any change in, the laws or regulations of Switzerland amendment to, an existing official position, or the United Statesstating of an official position, as applicableregarding the application, administration or any political subdivision thereof or therein having the power to tax (a “Taxing Jurisdiction”), or any change in the application or official interpretation of such laws, regulations or rulings (including any action taken by a taxing authority holding, judgment or a holding order by a court of competent jurisdiction jurisdiction), which change, amendment, application or interpretation is proposed and becomes effective or, in the case of an official positions, is announced, on or after (regardless of whether such action or such holding is i) with respect to the Company or Guarantor)Issuer, which amendment or change is announced or becomes effective after the date the Offered Securities are issuedof this Indenture or (ii) with respect to any Surviving Person, the Guarantor date such Surviving Person becomes a Surviving Person with respect to any payment due or to become due under the Notes or this Indenture, the Issuer or the Company has becomeSurviving Person, as the case may be, is, or there is a material probability that it will becomeon the next interest payment date would be, obligated required to pay Additional Amounts on the next date on which any amount would be payable with respect to the Securities of such seriesAmounts, and such obligation requirement cannot be avoided by the use of commercially reasonable measures available to Guarantor Issuer or the CompanySurviving Person, as the case may be, taking reasonable measures available to it; provided that changing the jurisdiction of incorporation of the Issuer or any Subsidiary shall not be considered a reasonable measure; and provided, howeverfurther, that (a) no such notice of redemption may shall be given earlier than 90 days prior to the earliest date on which Guarantor the Issuer or the CompanySurviving Person, as the case may be, would be obligated to pay such Additional Amounts, Amounts if a payment in respect of the Notes were then due and (b) unless at the time such notice of redemption is given, such the obligation to pay such Additional Amounts remains in effect. . (b) Prior to the giving delivery of any notice of redemption described in this paragraphof the Notes pursuant to the foregoing, the Company Issuer or the GuarantorSurviving Person, as the case may be, shall deliver to the Trustee Trustee: (i)(A1) a certificate signed by two Officers of the Company an Officer’s Certificate stating that such change or amendment referred to in the obligation to pay Additional Amounts prior paragraph has occurred, describing the facts related thereto and stating that such requirement cannot be avoided by the Company taking commercially reasonable measures available to it or (B) a certificate signed by two Officers of the Guarantor stating that the obligation to pay Additional Amounts cannot be avoided by Guarantor taking commercially reasonable measures available to it, and (ii) a written opinion of independent legal counsel to the Guarantor Issuer or the CompanySurviving Person, as the case may be, taking reasonable measures available to it; and (2) an Opinion of Counsel of recognized international standing to the effect that the Company has or there is a material probability that it will become obligated requirement to pay Additional Amounts as a result of a change, amendment, official interpretation or application described above and that the Guarantor or the Company, as the case may be, cannot avoid the payment of such Additional Amounts by taking commercially reasonable measures available results from the circumstances referred to itin the prior paragraph. (c) The Trustee shall accept such certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent described above, in which event it shall be conclusive and binding on the Holders.

Redemption Upon Changes in Withholding Taxes. The Offered Securities may be redeemedIssuer may, as a at its option, redeem the Notes, in whole but not in part, at the option of the Company, any time upon not less than 30 15 days’ nor more than 90 days 30 days’ notice to the Holders (which notice shall be irrevocablegiven in accordance with the procedures described in Section 3.03 hereof), at a redemption price equal to 100% of the principal amount thereof, together with plus accrued interestand unpaid interest thereon to the redemption date, and all Additional Amounts, if any, to then due or which will become due on the date of redemption date and Additional Amounts (as defined in Section 3.2), if any, if as a result of any amendment tothe redemption or otherwise, if the Issuer reasonably determines in good faith that the Issuer is, or change in, the laws or regulations of Switzerland or the United States, as applicable, or any political subdivision thereof or therein having the power to tax (a “Taxing Jurisdiction”), or any change in the application or official interpretation of such laws, including any action taken by a taxing authority or a holding by a court of competent jurisdiction (regardless of whether such action or such holding is with respect to the Company or Guarantor), which amendment or change is announced or becomes effective after the date the Offered Securities are issued, the Guarantor or the Company has become, or there is a material probability that it will become, obligated to pay Additional Amounts on the next date on which any amount would be payable with in respect of the Notes, would be, obligated to pay Additional Amounts in respect of the Notes pursuant to the Securities of such seriesterms and conditions thereof, and such obligation which the Issuer cannot be avoided avoid by the use of commercially reasonable measures available to Guarantor or the Companyit (including, without limitation, making payment through a paying agent located in another jurisdiction), as the case may be; provided, however, that a result of: (a) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of any Relevant Taxing Jurisdiction which is publicly announced and becomes effective after the Issue Date or, in the case of a Relevant Taxing Jurisdiction that did not become a Relevant Taxing Jurisdiction until after the Issue Date, after the later date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under this Indenture; or (b) any change in or amendment to the official application, administration, or interpretation of the laws, regulations or rulings of any Relevant Taxing Jurisdiction (including by virtue of a holding, judgment, or order by a court of competent jurisdiction), which is publicly announced and becomes effective after the Issue Date or, in the case of a Relevant Taxing Jurisdiction that did not become a Relevant Taxing Jurisdiction until after the Issue Date, after the later date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under this Indenture (each of the foregoing clauses (a) and (b), a “Change in Tax Law”). Notwithstanding the foregoing, no such notice of redemption may will be given (a) earlier than 90 days prior to the earliest date on which Guarantor or the Company, as the case may be, Issuers would be obligated obliged to pay make such payment of Additional Amounts, Amounts if a payment in respect of the Notes were then due and (b) unless at the time such notice of redemption is given, such the obligation to pay such Additional Amounts remains in effect. Prior to the giving of any notice of redemption described in with respect to Additional Amounts being sent pursuant to this paragraphSection 3.10, the Company or the Guarantor, as the case may be, shall Issuer will deliver to the Trustee Trustee: (i)(Aa) a certificate signed by two Officers of the Company an Officer’s Certificate stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred (including that such obligation to pay such Additional Amounts cannot be avoided by the Company Issuer taking commercially reasonable measures available to it or (B) a certificate signed by two Officers of the Guarantor stating that the obligation to pay Additional Amounts cannot be avoided by Guarantor taking commercially reasonable measures available to it, and ); and (iib) a written opinion of independent legal counsel to the Guarantor or the Company, as the case may be, of recognized standing qualified under the laws of the Relevant Taxing Jurisdiction to the effect that the Company has Issuer is or there is a material probability that it will become would be obligated to pay such Additional Amounts as a result of a changeChange in Tax Law. The Trustee will accept, amendmentand shall be entitled to rely on, official interpretation or application such Officer’s Certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent described above and that above, without further inquiry. The foregoing provisions shall apply mutatis mutandis to any successor Person, after such successor Person becomes a party to this Indenture, with respect to a Change in Tax Law occurring after the Guarantor or the Company, as the case may be, cannot avoid the payment of time such Additional Amounts by taking commercially reasonable measures available successor person becomes a party to itthis Indenture.

Redemption Upon Changes in Withholding Taxes. The Offered Securities may be redeemedIf, as a whole but not in part, at the option of the Company, upon not less than 30 nor more than 90 days notice (which notice shall be irrevocable), at a redemption price equal to 100% of the principal amount thereof, together with accrued interest, if any, to the redemption date and Additional Amounts (as defined in Section 3.2), if any, if as a result of any amendment after to, or change in, the laws (or regulations or rulings promulgated thereunder) of Switzerland any Relevant Taxing Jurisdiction which becomes effective after March 19, 2014, or the United States, as applicable, any jurisdiction in which any Surviving Entity is organized or resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein having the power to tax (a “Taxing Jurisdiction”)therein, or any change in the official application or official interpretation of such the laws, including treaties, regulations or rulings of any action taken by a Relevant Taxing Jurisdiction applicable to the Issuer, which becomes effective after March 19, 2014, or any jurisdiction in which any Surviving Entity is organized or resident for tax purposes or any political subdivision or taxing authority or a holding by a court of competent jurisdiction (regardless of whether such action agency thereof or such holding is with respect to the Company or Guarantor), which amendment or change is announced or becomes effective after the date the Offered Securities are issuedtherein, the Guarantor Issuer or the Company has become, or there is a material probability that it will become, obligated to pay Additional Amounts on the next date on which any amount would be payable with respect to the Securities of such series, and such obligation cannot be avoided by the use of commercially reasonable measures available to Guarantor or the Company, as the case may be; provided, however, that (a) no such notice of redemption may be given earlier than 90 days prior to the earliest date on which Guarantor or the Company, as the case may be, Surviving Entity would be obligated to pay such on the next date for any payment and as a result of that amendment or change, Additional AmountsAmounts or indemnification payments (as described above in Paragraph 2), and (b) with respect to the Relevant Taxing Jurisdiction or any jurisdiction in which any Surviving Entity is organized or resident for tax purposes or any political subdivisions or taxing authority or agency thereof or therein, which the Issuer or Surviving Entity reasonably determines it cannot avoid by reasonable measures available to the Issuer or Surviving Entity, then the Issuer may redeem all, but not less than all, of the Notes, at any time thereafter, upon not less than 15 nor more than 60 days’ notice delivered to each Holder in accordance with the procedures set forth in the Indenture, at the time such notice Redemption Price equal to 100% of redemption is giventheir principal amount, such obligation plus accrued and unpaid interest, if any, to pay such Additional Amounts remains in effectthe Redemption Date. Prior to the giving of any notice of redemption described in pursuant to this paragraph, the Company or the Guarantor, as the case may be, Issuer shall deliver to the Trustee (i)(Aa) a certificate signed by two Officers an officer of the Company Issuer stating that the obligation to pay Additional Amounts or indemnification payments cannot be avoided by the Company Issuer or Surviving Entity taking commercially reasonable measures available to it or (B) a certificate signed by two Officers of the Guarantor stating that the obligation to pay Additional Amounts cannot be avoided by Guarantor taking commercially reasonable measures available to it, and (iib) a written opinion of independent legal counsel to the Guarantor or the Company, as the case may be, Issuer of recognized standing to the effect that the Company Issuer or Surviving Entity has or there is a material probability that it will become obligated to pay such Additional Amounts or indemnification payments as a result of a such amendment, change, amendment, official interpretation or application described above. The Issuer will publish a notice of any optional redemption of the Notes described above and that in accordance with the Guarantor provisions of the Indenture described under Section 13.02. No such notice of redemption may be given more than 60 days before or 365 days after the Company, as the case may be, cannot avoid the payment of such Issuer first becomes liable to pay any Additional Amounts by taking commercially reasonable measures available to itAmount or indemnification payments.

Redemption Upon Changes in Withholding Taxes. The Offered Securities Issuer may be redeemedredeem the Notes, as a in whole but not in part, at the option of the Company, its discretion at any time upon giving not less than 30 ten (10) nor more than 90 days sixty (60) days’ prior notice to the holders of such series of Notes (which notice shall will be irrevocableirrevocable and given in accordance with the procedures described in Sections 3.03 and 12.01), at a redemption price equal to 100% of the aggregate principal amount thereof, together with accrued and unpaid interest, if any, to the date fixed by the Issuer for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due and which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of holders of such Notes on the relevant record date to receive interest due on the relevant interest payment date and Additional Amounts (as defined if any) in Section 3.2respect thereof), if any, if as a result of any amendment to, or change in, the laws or regulations of Switzerland or the United States, as applicable, or any political subdivision thereof or therein having the power to tax (a “Taxing Jurisdiction”), or any change in the application or official interpretation of such laws, including any action taken by a taxing authority or a holding by a court of competent jurisdiction (regardless of whether such action or such holding is with respect to the Company or Guarantor), which amendment or change is announced or becomes effective after the date the Offered Securities are issued, the Guarantor or the Company has become, or there is a material probability that it will become, obligated to pay Additional Amounts on the next date on which any amount would be payable with respect to such Notes, the Securities of such series, Issuer or any Guarantor is or would be required to pay Additional Amounts and such obligation (a) the Issuer or the relevant Guarantor cannot be avoided avoid such requirement by the use of commercially taking reasonable measures available to Guarantor or it (including the Companydesignation of a different paying agent), as (b) in the case may beof a Guarantor, such amounts cannot be paid by the Issuer or any other Guarantor who in turn can pay such amounts without the obligation to pay Additional Amounts and (c) the requirement arises as a result of: (1) any amendment to, or change in, the laws or treaties (or any regulations or rulings promulgated thereunder) of a relevant Tax Jurisdiction which change or amendment becomes effective on or after the Issue Date (or, if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the Issue Date, such later date); providedor (2) any amendment to, howeveror change in, that an official written interpretation or application of such laws, treaties, regulations or rulings (aincluding by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published administrative practice) no which amendment or change becomes effective on or after the Issue Date (or, if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the Issue Date, such later date) (each of the foregoing clauses (1) and (2), a “Change in Tax Law”). The Issuer will not give any such notice of redemption may be given earlier than 90 sixty (60) days prior to the earliest date on which Guarantor the Issuer or the Company, as the case may be, relevant Guarantor would be obligated to pay make such Additional Amounts, payment or withholding if a payment with respect to such Notes was then due and (b) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. Prior to the giving of any notice of redemption described in this paragraph, the Company or the Guarantor, as the case may be, shall deliver to the Trustee (i)(A) a certificate signed by two Officers of the Company stating that the obligation to pay Additional Amounts cannot must be avoided by in effect at the Company taking commercially reasonable measures available time such notice is given. Prior to it or (B) a certificate signed by two Officers the publication or, where relevant, mailing of any notice of redemption of such Notes pursuant to the Guarantor stating that foregoing, the obligation Issuer will deliver to pay Additional Amounts cannot be avoided by Guarantor taking commercially reasonable measures available to it, and (ii) a written the Trustee an opinion of independent legal tax counsel to the Guarantor or the Company, as the case may be, of recognized standing to the effect that the Company has Issuer is or there is a material probability that it will become would be obligated to pay Additional Amounts as a result of a changeChange in Tax Law. In addition, amendmentbefore the Issuer publishes or mails notice of redemption of the Notes as described above, official interpretation or application described above and it will deliver to the Trustee an Officer’s Certificate to the effect that the Guarantor (a) it or the Company, as the case may be, relevant Guarantor cannot avoid the payment of such its obligation to pay Additional Amounts by the Issuer or the relevant Guarantor taking commercially reasonable measures available to itit and (b) in the case of a Guarantor, the amounts giving rise to such obligation cannot be paid by the Issuer or any other Guarantor without the obligation to pay Additional Amounts. The Trustee will accept and shall be entitled to conclusively rely without further inquiry on such Officer’s Certificate and Opinion of Counsel as sufficient evidence of the existence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on the holders of the applicable Notes. The foregoing will apply mutatis mutandis to any jurisdiction under the laws of which any successor Person to the Issuer is incorporated or organized or in which any successor Person to the Issuer is engaged in business or resident for tax purposes or any jurisdiction from or through which payment is made by or on behalf of such Person on the Notes and any political subdivision thereof or therein.

Redemption Upon Changes in Withholding Taxes. The Offered Securities Notes of either series may be redeemed, as a whole but not in part, at the option of the Company, upon not less than 30 10 nor more than 90 days days’ notice (which notice shall be irrevocable), at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to the redemption date and Additional Amounts (as defined in Section 3.2)Amounts, if any, if as a result of any amendment to, or change in, the laws laws, regulations, rulings or regulations treaties of Switzerland or the United StatesStates or other jurisdiction in which the Company or any successor thereof (including a continuing corporation, partnership, limited liability company, joint venture, joint-stock company, association, trust or unincorporated organization formed by a consolidation with the Company, into which the Company is merged, or that acquires or leases all or substantially all of the property and assets of the Company) may be organized, as applicable, or any political subdivision thereof or therein having the power to tax (a “Taxing Jurisdiction”), or any change in the application or official interpretation of such laws, regulations, rulings or treaties, including any action taken by by, or change in the published administrative practice of, a taxing authority or a holding by a court of competent jurisdiction (regardless of whether such action action, change or such holding is with respect to the Company or GuarantorCompany), which as a result of such amendment or change is announced or becomes effective after the date the Offered Securities are issuedchange, the Guarantor or the Company has become, or there is a material probability that it will become, obligated to pay Additional Amounts on the next date on which any amount would be payable with respect to the Securities Notes of such series, and such obligation cannot be avoided by the use of commercially reasonable measures available to Guarantor or the Company, as Company not including substitution of the case may beobligor on the Notes; provided, however, that (a) no such notice of redemption may be given earlier than 90 days prior to the earliest date on which Guarantor or the Company, as the case may be, Company would be obligated obligated, or there is a material probability the Company would otherwise be obligated, to pay such Additional Amounts, and (b) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effectAmount. Prior to the giving publication or, where relevant, mailing (and/or to the extent permitted by applicable procedures or regulations, electronic delivery) of any notice of redemption described in this paragraph, the Company or the Guarantor, as the case may be, shall deliver to the Trustee (i)(Ai) a certificate signed by two Officers an Officer’s Certificate of the Company stating that the obligation to pay Additional Amounts cannot be avoided by the Company taking commercially reasonable measures available to it or (B) a certificate signed by two Officers of the Guarantor stating that the obligation to pay Additional Amounts cannot be avoided by Guarantor taking commercially reasonable measures available to it, as described above, and (ii) a written opinion of independent legal tax counsel to the Guarantor or the Company, as the case may be, Company of recognized standing to the effect that the Company has or there is a material probability that it will become obligated to pay Additional Amounts as a result of a change, amendment, official interpretation or application described above and that the Guarantor or the Company, as the case may be, Company cannot avoid the payment of such Additional Amounts by taking commercially reasonable measures available to itit as described above.

Redemption Upon Changes in Withholding Taxes. The Offered Securities may be redeemedIf, as a whole but not in part, at the option of the Company, upon not less than 30 nor more than 90 days notice result of: (which notice shall be irrevocable), at a redemption price equal to 100% of the principal amount thereof, together with accrued interest, if any, to the redemption date and Additional Amounts (as defined in Section 3.2), if any, if as a result of a) any amendment to, or change in, the laws (or regulations or rulings promulgated thereunder) of Switzerland or any Relevant Taxing Jurisdiction which becomes effective after the United States, as applicable, or any political subdivision thereof or therein having the power to tax Issue Date; or (a “Taxing Jurisdiction”), or b) any change in the official application or official interpretation of such the laws, including treaties, regulations or rulings of any action taken by a taxing authority Relevant Taxing Jurisdiction applicable to an Issuer or a holding by a court any Guarantor which becomes effective after the Issue Date, an Issuer or any Guarantor would be obligated to pay, on the next date for any payment, Additional Amounts or indemnification payments (as described above in Section 2 of competent jurisdiction (regardless of whether such action or such holding is this Note) with respect to the Company or Guarantor)Relevant Taxing Jurisdiction, which amendment such Issuer or change is announced or becomes effective after the date the Offered Securities are issued, the Guarantor or the Company has become, or there is a material probability that reasonably determines it will become, obligated to pay Additional Amounts on the next date on which any amount would be payable with respect to the Securities of such series, and such obligation cannot be avoided avoid by the use of commercially reasonable measures available to Guarantor or it, then the CompanyIssuers may redeem all, as but not less than all, of the case may be; providedNotes, howeverat any time thereafter, that (a) no such notice upon not less than 15 nor more than 60 days’ notice, at a redemption price of redemption may be given earlier than 90 days prior 100% of their principal amount, plus accrued and unpaid interest, if any, to the earliest date on which Guarantor or the Company, as the case may be, would be obligated to pay such Additional Amounts, and (b) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effectdate. Prior to the giving of any notice of redemption described in this paragraph, the Company or the Guarantor, as the case may be, shall Issuers will deliver to the Trustee Trustee: (i)(Aa) a certificate signed by two Officers of the Company an Officer’s Certificate stating that the obligation to pay such Additional Amounts or indemnification payments cannot be avoided by the Company such Issuer’s or Guarantor’s taking commercially reasonable measures available to it or (B) a certificate signed by two Officers of the Guarantor stating that the obligation to pay Additional Amounts cannot be avoided by Guarantor taking commercially reasonable measures available to it, and ; and (iib) a written opinion of independent legal counsel to the Guarantor or the Company, as the case may be, Issuers of recognized standing to the effect that the Company such Issuer or Guarantor has or there is a material probability that it will become obligated to pay such Additional Amounts or indemnification payments as a result of a change, amendment, official interpretation or application described above. The Issuers will publish a notice of any optional redemption of the Notes described above and that in accordance with the Guarantor provisions of the Indenture described under Section 13.02. No such notice of redemption may be given more than 60 days before or 365 days after the Company, as the case may be, cannot avoid the payment of such Issuers first become liable to pay any Additional Amounts by taking commercially reasonable measures available to itAmount or indemnification payments.

Redemption Upon Changes in Withholding Taxes. (a) The Offered Securities Notes may be redeemed, at the option of the Issuer, as a whole but not in part, at the option of the Company, upon giving not less than 30 10 days’ nor more than 90 days 60 days’ notice to the Holders (which notice shall be irrevocable), at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to (but excluding) the date fixed by the Issuer or the Surviving Person, as the case may be, for redemption date and Additional Amounts (as defined in Section 3.2)if, if any, if as a result of of: (1) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of a Relevant Jurisdiction affecting taxation; or (2) any change in, the laws or regulations of Switzerland amendment to, an existing official position, or the United Statesstating of an official position, as applicableregarding the application, administration or any political subdivision thereof or therein having the power to tax (a “Taxing Jurisdiction”), or any change in the application or official interpretation of such laws, regulations or rulings (including any action taken by a taxing authority holding, judgment or a holding order by a court of competent jurisdiction jurisdiction), which change, amendment, application or interpretation is proposed and becomes effective or, in the case of an official positions, is announced, on or after (regardless of whether such action or such holding is i) with respect to the Company or Guarantor)Issuer, which amendment or change is announced or becomes effective after the date the Offered Securities are issuedof this Indenture or (ii) with respect to any Surviving Person, the Guarantor date such Surviving Person becomes a Surviving Person with respect to any payment due or to become due under the Notes or this Indenture, the Issuer or the Company has becomeSurviving Person, as the case may be, is, or there is a material probability that it will becomeon the next interest payment date would be, obligated required to pay Additional Amounts on the next date on which any amount would be payable with respect to the Securities of such seriesAmounts, and such obligation requirement cannot be avoided by the use of commercially reasonable measures available to Guarantor Issuer or the CompanySurviving Person, as the case may be, taking reasonable measures available to it; provided that changing the jurisdiction of incorporation of the Issuer or any Subsidiary shall not be considered a reasonable measure; and provided, howeverfurther, that (a) no such notice of redemption may shall be given earlier than 90 days prior to the earliest date on which Guarantor the Issuer or the CompanySurviving Person, as the case may be, would be obligated to pay such Additional Amounts, Amounts if a payment in respect of the Notes were then due and (b) unless at the time such notice of redemption is given, such the obligation to pay such Additional Amounts remains in effect. ASIA 33616188 40 (b) Prior to the giving delivery of any notice of redemption described in this paragraphof the Notes pursuant to the foregoing, the Company Issuer or the GuarantorSurviving Person, as the case may be, shall deliver to the Trustee Trustee: (i)(A1) a certificate signed by two Officers of the Company an Officer’s Certificate stating that such change or amendment referred to in the obligation to pay Additional Amounts prior paragraph has occurred, describing the facts related thereto and stating that such requirement cannot be avoided by the Company taking commercially reasonable measures available to it or (B) a certificate signed by two Officers of the Guarantor stating that the obligation to pay Additional Amounts cannot be avoided by Guarantor taking commercially reasonable measures available to it, and (ii) a written opinion of independent legal counsel to the Guarantor Issuer or the CompanySurviving Person, as the case may be, taking reasonable measures available to it; and (2) an Opinion of Counsel of recognized international standing to the effect that the Company has or there is a material probability that it will become obligated requirement to pay Additional Amounts as a result of a change, amendment, official interpretation or application described above and that the Guarantor or the Company, as the case may be, cannot avoid the payment of such Additional Amounts by taking commercially reasonable measures available results from the circumstances referred to itin the prior paragraph.

Redemption Upon Changes in Withholding Taxes. The Offered Securities This Note and the other Global Notes may also be redeemedredeemed together, as a in whole but not in part, at the option election of the CompanyIssuers, upon not less than 30 10 nor more than 90 days 60 days’ notice (which notice shall be irrevocable)irrevocable and given in accordance with the procedures described in Section 12.02 of the Indenture, at a redemption price the Redemption Price equal to 100% of the their principal amount thereofamount, together with plus accrued and unpaid interest, if anyany to (but excluding) the Redemption Date if, to the redemption date and Additional Amounts (as defined in Section 3.2), if any, if as a result of (a) any amendment to, or change in, the laws (or regulations or rulings promulgated thereunder) of Switzerland or any Relevant Taxing Jurisdiction which is announced and becomes effective after the United StatesIssue Date (or, as applicablewhere such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction at a later date, or any political subdivision thereof or therein having the power to tax after such later date) or, (a “Taxing Jurisdiction”), or b) any change which is announced and becomes effective after the Issue Date (or, where such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction at a later date, after such later date) in the application official interpretation or official interpretation application of such laws, regulations or rulings (including any action taken by virtue of a taxing authority holding, judgment or a holding order by a court of competent jurisdiction jurisdiction) of any Relevant Taxing Jurisdiction (regardless each of whether such action the foregoing clauses (a) and (b), a “Change in Tax Law”), the Issuers would be obligated to pay, on the next date for any payment and as a result of that amendment or such holding is change, Additional Amounts (as described above in paragraph 2 of this Note), with respect to the Company or Guarantor)Relevant Taxing Jurisdiction, which amendment or change is announced or becomes effective after the date the Offered Securities are issued, the Guarantor or the Company has become, or there is a material probability that it will become, obligated to pay Additional Amounts on the next date on which any amount would be payable with respect to the Securities of such series, and such obligation Issuers cannot be avoided avoid by the use of commercially reasonable measures available to Guarantor or the Company, as the case may be; provided, however, that (a) no such notice of redemption may be given earlier than 90 days prior to the earliest date on which Guarantor or the Company, as the case may be, would be obligated to pay such Additional Amounts, and (b) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effectIssuers. Prior to the giving of any notice of redemption described in pursuant to this paragraphparagraph 7, the Company or the Guarantor, as the case may be, Issuers shall deliver to the Trustee (i)(Aa) a certificate signed by two Officers of the Company an Officer’s Certificate stating that the obligation to pay Additional Amounts cannot be avoided by the Company Issuers taking commercially reasonable measures available to it or (B) a certificate signed by two Officers of the Guarantor stating that the obligation to pay Additional Amounts cannot be avoided by Guarantor taking commercially reasonable measures available to it, and (iib) a written opinion of independent legal tax counsel to the Guarantor or the Company, as the case may be, Issuers of recognized standing qualified under the laws of the Relevant Taxing Jurisdiction and reasonably satisfactory to the Trustee to the effect that the Company Issuers has or there is a material probability that it will become obligated to pay such Additional Amounts as a result of a changeChange in Tax Law. The Trustee will accept such Officer’s Certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent described above, amendmentwithout further inquiry, official interpretation or application described above in which event it will be conclusive and that binding on Holders of the Guarantor or Notes. Notwithstanding the Companyforegoing, as no such notice of redemption will be given (a) earlier than 90 days prior to the case may be, cannot avoid earliest date on which the Issuers would be obliged to make such payment of such Additional Amounts by taking commercially reasonable measures available if a payment in respect of the Notes were then due and (b) unless at the time such notice is given, the obligation to itpay Additional Amounts remains in effect. Any redemption and notice may, in the Issuers’ discretion, be subject to the satisfaction of one or more conditions precedent.

Redemption Upon Changes in Withholding Taxes. The Offered Securities may be redeemedIssuer is entitled to redeem the Notes, at its option, at any time as a whole but not in part, at the option of the Company, upon not less than 30 nor more than 90 days notice (which notice shall be irrevocable)60 days’ notice, at a redemption price equal to 100% of the principal amount thereof, together with plus accrued interest, and unpaid interest (if any, ) to the date of redemption (subject to the right of Holders of record on the relevant record date and Additional Amounts (as defined in Section 3.2to receive interest due on the relevant interest payment date), if any, if as a result of any amendment to, or change in, the laws or regulations of Switzerland or the United States, as applicable, or any political subdivision thereof or therein having the power to tax (a “Taxing Jurisdiction”), or any change in the application event the Issuer has become or official interpretation of such laws, including any action taken by a taxing authority or a holding by a court of competent jurisdiction (regardless of whether such action or such holding is with respect to the Company or Guarantor), which amendment or change is announced or becomes effective after the date the Offered Securities are issued, the Guarantor or the Company has become, or there is a material probability that it will become, would become obligated to pay Additional Amounts pay, on the next date on which any amount would be payable with respect to the Securities Notes, any Additional Amounts as a result of: (a) a change in or an amendment to the laws (including any regulations promulgated thereunder) of any Relevant Taxing Jurisdiction (or any political subdivision or taxing authority thereof or therein) or (b) any change in or amendment to any official position regarding the application or interpretation of such serieslaws or regulations, which change or amendment is announced or becomes effective on or after December 9, 2015 (or, if a jurisdiction becomes a Relevant Taxing Jurisdiction after such date, after the date on which such jurisdiction became a Relevant Taxing Jurisdiction under the Indenture) and such obligation cannot be avoided by the use of commercially taking reasonable measures available to Guarantor the Issuer or the CompanyNote Guarantors, as individually or together (including, for the case may be; providedavoidance of doubt, however, that (a) no such the appointment of a new Paying Agent where this would be reasonable). Before the Issuer publishes or gives notice of redemption may be given earlier than 90 days prior to of the earliest date on which Guarantor or the Company, Notes as the case may be, would be obligated to pay such Additional Amounts, and (b) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. Prior to the giving of any notice of redemption described in this paragraphabove, the Company or the Guarantor, as the case may be, shall Issuer will deliver to the Trustee (i)(A) a certificate signed by two Officers of an Officers’ Certificate to the Company stating effect that the Issuer cannot avoid its obligation to pay Additional Amounts cannot be avoided by the Company taking commercially reasonable measures available to it or (B) a certificate signed by two Officers of the Guarantor stating that the obligation to pay Additional Amounts cannot be avoided by Guarantor taking commercially reasonable measures available to it, and (ii) a written . The Issuer will also deliver an opinion of independent legal counsel to the Guarantor or the Company, as the case may be, of recognized standing to the effect stating that the Company has or there is a material probability that it will become Issuer would be obligated to pay Additional Amounts as a result of a change, amendment, official interpretation change in tax laws or application described above and that the Guarantor regulations or the Company, as the case may be, cannot avoid the payment application or interpretation of such Additional Amounts by taking commercially reasonable measures available laws or regulations. The Trustee will accept such Officers’ Certificate and opinion of counsel as sufficient evidence of the existence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on the Holders. For the avoidance of doubt, the implementation of European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to itconform to, such directive will not be a change or amendment for such purposes.

Redemption Upon Changes in Withholding Taxes. The Offered Securities Notes may be redeemed, as a whole but not in part, at the option of the Company, upon not less than 30 nor more than 90 days 60 days' notice (which notice shall be irrevocable), at a redemption price equal to 100% of the principal amount thereof, together with accrued interest, if any, to the redemption date and Additional Amounts (as defined in Section 3.212.2), if any, if as a result of any amendment to, or change in, the laws or regulations of Switzerland Luxembourg or the United States, as applicable, Bermuda or any political subdivision or taxing authority thereof or therein having the power to tax (a “"Taxing Jurisdiction”Authority"), or any change in the application or official interpretation of such laws, including any action taken by a taxing authority laws or a holding by a court of competent jurisdiction (regardless of whether such action or such holding is with respect to the Company or Guarantor), regulations which amendment or change is announced or and becomes effective after the date the Offered Securities Notes are issued, the Guarantor Company or the Company Tyco has become, become or there is a material probability that it will become, become obligated to pay Additional Amounts Amounts, on the next date on which any amount would be payable with respect to the Securities of such seriesNotes, and such obligation cannot be avoided by the use of commercially reasonable measures available to Guarantor the Company or the CompanyTyco, as the case may be; provided, however, that (a) no such notice of redemption may be given earlier than 90 60 days prior to the earliest date on which Guarantor the Company or the CompanyTyco, as the case may be, would be obligated to pay such Additional Amounts, and (b) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. Prior to the giving of any notice of redemption described in this paragraph, the Company or the Guarantor, as the case may be, shall deliver to the Trustee (i)(Ai)(I) a certificate signed by two Officers directors of the Company stating that the obligation to pay Additional Amounts cannot be avoided by the Company taking commercially reasonable measures available to it or (BII) a certificate signed by two Officers executive officers of the Guarantor Tyco stating that the obligation to pay Additional Amounts cannot be avoided by Guarantor Tyco taking commercially reasonable measures available to it, as the case may be, and (ii) a written opinion of independent legal counsel to the Guarantor Company or the CompanyTyco, as the case may be, of recognized standing to the effect that the Company or Tyco, as the case may be, has or there is a material probability that it will become obligated to pay Additional Amounts as a result of a change, amendment, official interpretation or application described above and that the Guarantor Company or the CompanyTyco, as the case may be, cannot avoid the payment of such Additional Amounts by taking commercially reasonable measures available to it.

Redemption Upon Changes in Withholding Taxes. The Offered Securities may be redeemed, as a whole but not in part, at the option Either or both of the CompanyIssuers may redeem all, upon but not less than 30 nor more than 90 days notice (which notice shall be irrevocable)all, at a redemption price equal to 100% of the principal amount thereof, together with accrued interest, Offered Securities of each series under the following conditions: (i) if any, to the redemption date and Additional Amounts (as defined in Section 3.2), if any, if as a result of any there is an amendment to, or change in, the laws or regulations of Switzerland or the United States, a Relevant Taxing Jurisdiction (as applicable, or any political subdivision thereof or therein having the power to tax (a “Taxing Jurisdiction”), defined below) or any change in the written application or official written interpretation of such laws, including any action taken by by, or a change in published administrative practice of, a taxing authority or a holding by a court of competent jurisdiction (jurisdiction, regardless of whether such action action, change or such holding is with respect to either or both of the Company or Guarantor)Issuers, which amendment or change is announced and effective on or becomes effective after the date the of issuance of such series of Offered Securities are issued(or, in the Guarantor case of any Relevant Taxing Jurisdiction that becomes a Relevant Taxing Jurisdiction after such date of issuance, after such later date); (ii) as a result of such amendment or change, either or both of the Company Issuers become, or there is a material probability that either or both of the Issuers will become obligated to pay Additional Amounts (as defined below) on the next payment date with respect to such series of Offered Securities, and such Issuer cannot avoid any such payment obligation by taking reasonable measures available (including having the other Issuer make payments on such series of Offered Securities if such action would be reasonable); (iii) the relevant Issuer delivers to the Trustee a written opinion of independent tax counsel to such Issuer (or Issuers) of recognized standing to the effect that such Issuer (or Issuers) has become, or there is a material probability that it will become, obligated to pay Additional Amounts on the next date on which any amount would be payable with respect to the Securities of such series, and such obligation cannot be avoided by the use of commercially reasonable measures available to Guarantor or the Company, as the case may be; provided, however, that (a) no such notice of redemption may be given earlier than 90 days prior to the earliest date on which Guarantor or the Company, as the case may be, would be obligated to pay such Additional Amounts, and (b) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. Prior to the giving of any notice of redemption described in this paragraph, the Company or the Guarantor, as the case may be, shall deliver to the Trustee (i)(A) a certificate signed by two Officers of the Company stating that the obligation to pay Additional Amounts cannot be avoided by the Company taking commercially reasonable measures available to it or (B) a certificate signed by two Officers of the Guarantor stating that the obligation to pay Additional Amounts cannot be avoided by Guarantor taking commercially reasonable measures available to it, and (ii) a written opinion of independent legal counsel to the Guarantor or the Company, as the case may be, of recognized standing to the effect that the Company has or there is a material probability that it will become obligated to pay Additional Amounts as a result of a change, amendment, official interpretation or application described above in the foregoing clauses (i) and (ii); in addition, before the Issuer mails notice of redemption of such series of Offered Securities as described below, it will deliver to the Trustee an Officer’s Certificate to the effect that the Guarantor obligation to pay Additional Amounts cannot be avoided by such Issuer or the Company, as the case may be, cannot avoid the any such payment of such Additional Amounts obligation by taking commercially reasonable measures available (including having the other Issuer make payments on such series of Offered Securities if such action would be reasonable); and (iv) following the delivery of the opinion described in the foregoing clause (iii), the relevant Issuer (or Issuers) provides notice of redemption for such series of Offered Securities not less than 10 days, but not more than 90 days, prior to itthe redemption date. The notice of redemption cannot be given more than 90 days before the earliest date on which the Issuer (or Issuers) would be otherwise required to pay Additional Amounts, and the obligation to pay Additional Amounts must still be in effect when the notice is given. Upon the occurrence of each of clauses (i), (ii), (iii) and (iv) above, the relevant Issuer (or Issuers) may redeem such series of Offered Securities at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, thereon to, but excluding, the redemption date and all Additional Amounts (if any) then due and that will become due on such redemption date as a result of the redemption or otherwise (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is prior to the redemption date and Additional Amounts (if any) in respect thereof). The provisions of this Section 14.01 shall apply mutatis mutandis to any Successor Company to the Company or Successor Co-Issuer to the Co-Issuer, as applicable.

Redemption Upon Changes in Withholding Taxes. The Offered Unless otherwise provided pursuant to Section 15.01, the Securities of any series may be redeemed, as a whole but not in part, at the option of the Company, upon not less than 30 10 nor more than 90 days 60 days’ notice (which notice shall be irrevocable), at a redemption price equal to 100% of the principal amount thereof, together with accrued interest, if any, to the redemption date and Additional Amounts (as defined in Section 3.215.02), if any, if as a result of any amendment to, or change in, the laws laws, regulations, rulings or regulations treaties of Switzerland The Netherlands, the United States or other jurisdiction in which the Company or the United StatesGuarantor[s] or, in each case, any successor thereof (including a continuing Person formed by a consolidation with the Company or Guarantor[s], into which the Company or [a][the] Guarantor is merged, or that acquires or leases all or substantially all of the property and assets of the Company or [a][the] Guarantor) may be organized, as applicable, or any political subdivision thereof or therein having the power to tax (a “Taxing Jurisdiction”), or any change in the application or official interpretation of such laws, regulations, rulings or treaties, including any action taken by by, or change in the published administrative practice of, a taxing authority or a holding by a court of competent jurisdiction (regardless of whether such action action, change or such holding is with respect to the Company or Guarantorthe Guarantor[s]), which amendment or change is announced or becomes effective on or after the date the Offered Securities of such series are issued, the Guarantor Company or the Company Guarantor[s] has become, or there is a material probability that it will become, obligated to pay Additional Amounts on the next date on which any amount would be payable with respect to the Securities of such series, and such obligation cannot be avoided by the use of commercially reasonable measures available to Guarantor the Company or the CompanyGuarantor[s], as the case may be, not including substitution of the obligor on the Securities; provided, however, that (a) no such notice of redemption may be given earlier than 90 60 days prior to the earliest date on which Guarantor the Company or the CompanyGuarantor[s], as the case may be, would be obligated obligated, or there is a material probability the Company or Guarantor[s] would otherwise be obligated, to pay such Additional Amounts, and (b) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effectAmount. Prior to the giving publication or, where relevant, mailing (and/or to the extent permitted by applicable procedures or regulations, electronic delivery) of any notice of redemption described in this paragraph, the Company or the Guarantor, as the case may be, shall deliver to the Trustee (i)(A) a certificate signed by two Officers an Officer’s Certificate of the Company stating that the obligation to pay Additional Amounts cannot be avoided by the Company taking commercially reasonable measures available to it or (B) a certificate signed by two Officers an Officer’s Certificate of the Guarantor Guarantor[s] stating that the obligation to pay Additional Amounts cannot be avoided by Guarantor such Guarantor[s] taking commercially reasonable measures available to it, as the case may be, as described above, and (ii) a written opinion of independent legal tax counsel to the Guarantor Company or the CompanyGuarantor[s], as the case may be, of recognized standing to the effect that the Company or the Guarantor[s], as the case may be, has or there is a material probability that it will become obligated to pay Additional Amounts as a result of a change, amendment, official interpretation or application described above and that the Guarantor Company or the CompanyGuarantor[s], as the case may be, cannot avoid the payment of such Additional Amounts by taking commercially reasonable measures available to itit as described above.

Redemption Upon Changes in Withholding Taxes. The Offered Securities Issuer may be redeemedredeem the applicable series of Notes, as a in whole but not in part, at the option of the Company, its discretion at any time upon giving not less than 30 ten (10) nor more than 90 days sixty (60) days’ prior notice to the Holders of such series of Notes (which notice shall will be irrevocableirrevocable and given in accordance with the procedures described in Sections 3.03 and 12.01), at a redemption price equal to 100% of the aggregate principal amount thereof, together with accrued and unpaid interest, if any, to the date fixed by the Issuer for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due and which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders of such Notes on the relevant record date to receive interest due on the relevant interest payment date and Additional Amounts (as defined if any) in Section 3.2respect thereof), if anyon the next date on which any amount would be payable in respect of such Notes, if the Issuer or any Guarantor is or would be required to pay Additional Amounts, and (a) the Issuer or the relevant Guarantor cannot avoid such requirement by taking reasonable measures available to it (including the designation of a different paying agent), (b) in the case of a Guarantor, such amounts cannot be paid by the Issuer or any other Guarantor who in turn can pay such amounts without the obligation to pay Additional Amounts and (c) the requirement arises as a result of of: (1) any amendment to, or change in, the laws or treaties (or any regulations or rulings promulgated thereunder) of Switzerland a relevant Tax Jurisdiction which change or amendment becomes effective on or after the United StatesTemporary Notes Issue Date (or, as applicableif the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the Temporary Notes Issue Date, such later date); or (2) any amendment to, or any political subdivision thereof change in, an official written interpretation or therein having the power to tax (a “Taxing Jurisdiction”), or any change in the application or official interpretation of such laws, treaties, regulations or rulings (including any action taken by virtue of a taxing authority holding, judgment or a holding order by a court of competent jurisdiction (regardless of whether such action or such holding is with respect to the Company or Guarantor), a change in published administrative practice) which amendment or change is announced or becomes effective on or after the Temporary Notes Issue Date (or, if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the Offered Securities are issuedTemporary Notes Issue Date, such later date) (each of the Guarantor or the Company has becomeforegoing clauses (1) and (2), or there is a material probability that it “Change in Tax Law”). The Issuer will become, obligated to pay Additional Amounts on the next date on which not give any amount would be payable with respect to the Securities of such series, and such obligation cannot be avoided by the use of commercially reasonable measures available to Guarantor or the Company, as the case may be; provided, however, that (a) no such notice of redemption may be given earlier than 90 sixty (60) days prior to the earliest date on which Guarantor the Issuer or the Company, as the case may be, relevant Guarantor would be obligated to pay make such Additional Amountspayment or withholding if a payment in respect of such Notes was then due, and (b) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. Prior to the giving of any notice of redemption described in this paragraph, the Company or the Guarantor, as the case may be, shall deliver to the Trustee (i)(A) a certificate signed by two Officers of the Company stating that the obligation to pay Additional Amounts cannot must be avoided by in effect at the Company taking commercially reasonable measures available time such notice is given. Prior to it or (B) a certificate signed by two Officers the publication or, where relevant, mailing of any notice of redemption of such Notes pursuant to the Guarantor stating that foregoing, the obligation Issuer will deliver to pay Additional Amounts cannot be avoided by Guarantor taking commercially reasonable measures available to it, and (ii) a written the Trustee an opinion of independent legal tax counsel to the Guarantor or the Company, as the case may be, of recognized standing to the effect that the Company has Issuer is or there is a material probability that it will become would be obligated to pay Additional Amounts as a result of a changeChange in Tax Law. In addition, amendmentbefore the Issuer publishes or mails notice of redemption of the Notes as described above, official interpretation or application described above and it will deliver to the Trustee an Officer’s Certificate to the effect that the Guarantor (a) it or the Company, as the case may be, relevant Guarantor cannot avoid the payment of such its obligation to pay Additional Amounts by the Issuer or the relevant Guarantor taking commercially reasonable measures available to itit and (b) in the case of a Guarantor, the amounts giving rise to such obligation cannot be paid by the Issuer or any other Guarantor without the obligation to pay Additional Amounts. The Trustee will accept and shall be entitled to conclusively rely without further inquiry on such Officer’s Certificate and Opinion of Counsel as sufficient evidence of the existence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on the Holders of the applicable Notes. For the avoidance of doubt, the implementation of European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of November 26 and 27, 2000 on the taxation of savings income, or any law implementing or complying with, or introduced in order to conform to, such Directive, will not be a change or amendment for such purposes. The foregoing will apply mutatis mutandis to any jurisdiction in which any successor Person to the Issuer is incorporated or organized, engaged in business or resident for tax purposes or any jurisdiction from or through which payment is made by or on behalf of such Person on the Notes and any political subdivision thereof or therein.

Redemption Upon Changes in Withholding Taxes. The Offered Securities may also be redeemed, as a whole but not in part, at the option election of the CompanyIssuer, upon not less than 30 nor more than 90 60 days notice given in the manner provided in this Indenture (which notice shall be irrevocable), at a redemption price equal to 100% of the principal amount thereof, together with accrued interest, if any, and unpaid interest thereon to the redemption date and Additional Amounts (as defined in Section 3.2)Amounts, if any, if as a result of (i) any amendment to, or change in, the laws laws, treaties, rulings or regulations of Switzerland any jurisdiction in which the Issuer is organized, engaged in business, resident for tax purposes or the United States, as applicable, generally subject to tax on a net income basis or any political subdivision or authority thereof or therein having the power to tax (a “Taxing Jurisdiction”), or any change in the official application or official interpretation of such laws, including any action taken by a taxing authority treaties, rulings or a holding by a court of competent jurisdiction (regardless of whether such action or such holding is with respect to the Company or Guarantor), regulations which amendment or change is announced or becomes effective after the date Issue Date, or (ii) with respect to a Guarantor that is organized under the Offered Securities are issuedlaws of the United Kingdom (a "UK Guarantor"), any amendment to, or change in, the Guarantor laws, treaties, rulings or regulations of the Company United Kingdom or any political subdivision or authority thereof or therein having power to tax or any change in the official application or official interpretation of such laws, treaties, rulings or regulations which amendment or change becomes effective after the Issue Date, the Issuer or, only as a result of the occurrence of any event described in clause (ii), a UK Guarantor, has become, become or there is a material probability that it will become, become obligated to pay Additional Amounts (as described in Section 1022 hereof) which are more than a de minimis amount, on the next date on which any amount would be payable with respect to the Securities of such seriesSecurities, and such obligation cannot be avoided by the use of commercially reasonable measures available to Guarantor the Issuer or the Companysuch UK Guarantor, as the case may be; provided, however, that (a1) no such notice of redemption may be given earlier than 90 60 days prior to the earliest date on which Guarantor the Issuer or the Companysuch UK Guarantor, as the case may be, would be obligated to pay such Additional Amounts, and (b2) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. Prior to the giving of any notice of redemption described in this paragraph, the Company Issuer shall deliver to the Trustee (a) a certificate signed by two directors of the Issuer stating that the obligation to pay such Additional Amounts cannot be avoided by the Issuer or the such UK Guarantor, as the case may be, shall deliver to the Trustee (i)(A) a certificate signed by two Officers of the Company stating that the obligation to pay Additional Amounts cannot be avoided by the Company taking commercially reasonable measures available to it or (B) a certificate signed by two Officers of the Guarantor stating that the obligation to pay Additional Amounts cannot be avoided by Guarantor taking commercially reasonable measures available to it, and (iib) a written opinion Opinion of independent legal counsel Independent Counsel to the Guarantor or the Company, as the case may be, Issuer of recognized standing to the effect that the Company Issuer or such UK Guarantor, as the case may be, has or there is a material probability that it will become obligated to pay such Additional Amounts as a result of a change, amendment, official interpretation or application described above and that the Guarantor Issuer or the Companysuch UK Guarantor, as the case may be, cannot avoid the payment of such Additional Amounts by taking commercially reasonable measures available to it. In the event the obligations of the Issuer under the Securities are assumed pursuant to the terms and conditions of this Indenture by a Surviving Entity (as defined in Article Eight), such Surviving Entity shall be entitled to redeem the Securities subject to the terms of the preceding paragraph, substituting the date of such assumption for the Issue Date.

Redemption Upon Changes in Withholding Taxes. The Offered Securities Notes -------------------------------------------- of any series may be redeemed, as a whole but not in part, at the option election of the CompanyIssuer, upon not less than 30 nor more than 90 60 days notice (which notice shall be irrevocable), at a redemption price equal to 100% of the principal amount thereof, together with accrued interest, if any, to the redemption date and Additional Amounts (as defined in Section 3.210.2), if any, if as a result of any amendment to, or change in, the laws or regulations of Switzerland or the United States, as applicable, States or any political subdivision or taxing authority thereof or therein having the power to tax (a “"Taxing Jurisdiction”Authority"), or any change in the application or official interpretation of such laws, including any action taken by a taxing authority laws or a holding by a court of competent jurisdiction (regardless of whether such action or such holding is with respect to the Company or Guarantor), regulations which amendment or change is announced or becomes effective after the date the Offered Securities Notes of such series are issued, or the entry into, amendment or change to an income tax treaty between the United States and the jurisdiction of residence of the Holder which entry, amendment or change has become or will become effective after the date the Notes of such series are issued, the Guarantor Issuer has become or the Company has become, or there is a material probability that it will become, become obligated to pay Additional Amounts Amounts, on the next date on which any amount would be payable with respect to the Securities Notes of such series, and such obligation cannot be avoided by the use of commercially reasonable measures available to Guarantor or the Company, as the case may beIssuer; provided, however, that (a) no such notice of redemption may be given earlier than 90 60 days prior to the earliest date on which Guarantor or the Company, as the case may be, Issuer would be obligated to pay such Additional Amounts, and (b) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. Prior to the giving of any notice of redemption described in this paragraph, the Company or the Guarantor, as the case may be, Issuer shall deliver to the Trustee Holder (i)(Ai) a certificate signed by two Officers an Officers' Certificate of the Company Issuer stating that the obligation to pay Additional Amounts cannot be avoided by the Company Issuer taking commercially reasonable measures available to it or (B) a certificate signed by two Officers of the Guarantor stating that the obligation to pay Additional Amounts cannot be avoided by Guarantor taking commercially reasonable measures available to it, and (ii) a written opinion of independent legal counsel to the Guarantor or the Company, as the case may be, Issuer of recognized standing to the effect that the Company Issuer has or there is a material probability that it will become obligated to pay Additional Amounts as a result of a change, amendment, official interpretation or application described above and that the Guarantor or the Company, as the case may be, Issuer cannot avoid the payment of such Additional Amounts by taking commercially reasonable measures available to it.

Redemption Upon Changes in Withholding Taxes. The Offered Securities may be redeemedIf, as a whole but not in part, at the option of the Company, upon not less than 30 nor more than 90 days notice (which notice shall be irrevocable), at a redemption price equal to 100% of the principal amount thereof, together with accrued interest, if any, to the redemption date and Additional Amounts (as defined in Section 3.2), if any, if as a result of (a) any amendment to, or change in, the laws (or regulations or rulings promulgated thereunder) of Switzerland any Relevant Taxing Jurisdiction which becomes effective after the date of the Offering Memorandum; or the United States, as applicable, or any political subdivision thereof or therein having the power to tax (a “Taxing Jurisdiction”), or b) any change in the official application or official interpretation of such the laws, including treaties, regulations or rulings of any action taken by a taxing authority or a holding by a court of competent jurisdiction (regardless of whether such action or such holding is with respect Relevant Taxing Jurisdiction applicable to the Company or Guarantor), any Guarantor which amendment or change is announced or becomes effective after the date of the Offered Securities are issued, the Guarantor or Offering Memorandum; the Company has become, or there is a material probability that it will become, any Guarantor shall be obligated to pay Additional Amounts pay, on the next date on which for any amount would be payable payment, Additional Amounts or indemnification payments as described in Section 4.22 hereof with respect to the Securities of such seriesRelevant Taxing Jurisdiction, and such obligation which the Company or Guarantor reasonably determines it cannot be avoided avoid by the use of commercially all reasonable measures available to Guarantor or it, then the CompanyCompany may redeem all, as but not less than all, of the case may be; providedNotes, howeverat any time thereafter, that (a) no such upon not less than 30 nor more than 60 days’ notice of redemption may be given earlier than 90 days prior to the earliest date on which Guarantor or Holders (with a copy to the CompanyTrustee), as at a redemption price of 100% of their principal amount, plus accrued and unpaid interest, if any, to the case may be, would be obligated to pay such Additional Amounts, and (b) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effectdate. Prior to the giving of any notice of redemption described in this paragraphSection 3.10, the Company or the Guarantor, as the case may be, shall deliver to the Trustee Trustee: (i)(A1) a certificate signed by two Officers an officer of the Company stating that the obligation to pay such Additional Amounts or indemnification payments cannot be avoided by the Company Company’s or Guarantor’s taking commercially reasonable measures available to it or (B) a certificate signed by two Officers of the Guarantor stating that the obligation to pay Additional Amounts cannot be avoided by Guarantor taking commercially all reasonable measures available to it, and ; and (ii2) a written opinion Opinion of independent legal counsel Counsel to the Guarantor or the Company, as the case may be, Company of recognized standing to the effect that the Company or Guarantor has or there is a material probability that it will become obligated to pay such Additional Amounts or indemnification payments as a result of a change, amendment, official interpretation or application described above and that above. No such notice of redemption may be given more than 90 days before or 365 days after the Guarantor Company first becomes liable to pay any Additional Amount or the Company, as the case may be, cannot avoid the payment of such Additional Amounts by taking commercially reasonable measures available to itindemnification payments.

Redemption Upon Changes in Withholding Taxes. The Offered Securities may be redeemedIf, as a whole but not in part, at the option of the Company, upon not less than 30 nor more than 90 days notice result of: (which notice shall be irrevocable), at a redemption price equal to 100% of the principal amount thereof, together with accrued interest, if any, to the redemption date and Additional Amounts (as defined in Section 3.2), if any, if as a result of a) any amendment to, or change in, the laws (or regulations or rulings promulgated thereunder) of Switzerland or the United States, any Relevant Taxing Jurisdiction (as applicable, or any political subdivision thereof or therein having the power to tax (a “Taxing Jurisdiction”defined in paragraph 7 below), or (b) any change in the official application or the official interpretation or administration of such laws, regulations or rulings (including any action taken by a taxing authority holding, judgment or a holding order by a court of competent jurisdiction or a change in published practice), (regardless each of whether the foregoing in clauses (a) and (b) a “Change in Tax Law”), the Company, any Subsidiary Guarantor or any Successor would be obligated to pay on the next date for any payment, Additional Amounts (as defined in paragraph 7 below) which the company, such action Subsidiary Guarantor or such holding is with respect Successor cannot avoid by the use of reasonable measures available to it (including making payment through a paying agent located in another jurisdiction), then the Company or Guarantor)such Successor, which as the case may be, may redeem all, but not less than all, of the Securities at any time after such amendment or change change, upon not less than 30 nor more than 60 days’ notice, at a redemption price of 100% of their principal amount, plus accrued and unpaid interest, if any, to the redemption date. In the case of the United States or any other jurisdiction that is announced a Relevant Taxing Jurisdiction on the Issue Date, the applicable Change in Tax Law must become effective on or after the date of the Prospectus. In the case of a jurisdiction that becomes a Relevant Taxing Jurisdiction after the Issue Date, the applicable Change in Tax Law must become effective after the date that such jurisdiction becomes a Relevant Taxing Jurisdiction. Prior to the Offered Securities are issuedgiving of any notice of redemption described in this paragraph 6, the Guarantor Company, or the Company has becomeSuccessor, as the case may be, will deliver to the Trustee: (i) an Officers’ Certificate of the Company, or there is a material probability the Successor, as the case may be, stating that it will become, obligated the obligation to pay such Additional Amounts on the next date on which any amount would be payable with respect to the Securities of such series, and such obligation cannot be avoided by the use of commercially Company, such Subsidiary Guarantor or such Successor taking reasonable measures available to Guarantor it; and (ii) a written opinion of independent legal counsel of recognized standing addressed to the Company or the CompanySuccessor, as the case may be; provided, howeverto the effect that the Company, that such Subsidiary Guarantor or such Successor has or will become obligated to pay such Additional Amounts as a result of a Change in Tax Law described above. Absent manifest error, the Trustee will accept such Officers’ Certificate and opinion as sufficient evidence of the satisfaction of the conditions to a redemption upon a Change in Tax Law, including any changes in withholding taxes, in which event it will be conclusive and binding Holders of the Securities. Notwithstanding the foregoing, no such notice will be given (a) no such notice of redemption may be given earlier than 90 days prior to the earliest date on which Guarantor the Company or the Companyrelevant Successor or Subsidiary Guarantor, as the case may be, would be obligated obliged to pay such Additional Amounts, Amounts if a payment were then due and (b) unless at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. Prior to the giving of any notice of redemption described in this paragraph, the Company or the Guarantor, as the case may be, shall deliver to the Trustee (i)(A) a certificate signed by two Officers of the Company stating that the obligation to pay Additional Amounts cannot be avoided by the Company taking commercially reasonable measures available to it or (B) a certificate signed by two Officers of the Guarantor stating that the obligation to pay Additional Amounts cannot be avoided by Guarantor taking commercially reasonable measures available to it, and (ii) a written opinion of independent legal counsel to the Guarantor or the Company, as the case may be, of recognized standing to the effect that the Company has or there is a material probability that it will become obligated to pay Additional Amounts as a result of a change, amendment, official interpretation or application described above and that the Guarantor or the Company, as the case may be, cannot avoid the payment of such Additional Amounts by taking commercially reasonable measures available to it.

Redemption Upon Changes in Withholding Taxes. The Offered Securities This Note and the other Global Notes may also be redeemedredeemed together, as a in whole but not in part, at the option election of the CompanyIssuers, upon not less than 30 10 nor more than 90 days 60 days’ notice (which notice shall be irrevocable)irrevocable and given in accordance with the procedures described in Section 12.02 of the Indenture, at a redemption price the Redemption Price equal to 100% of the their principal amount thereofamount, together with plus accrued and unpaid interest, if any, any to the redemption date and Additional Amounts (as defined in Section 3.2)Redemption Date if, if any, if as a result of (a) any amendment to, or change in, the laws (or regulations or rulings promulgated thereunder) of Switzerland or any Relevant Taxing Jurisdiction which is announced and becomes effective after the United StatesIssue Date (or, as applicablewhere such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction at a later date, or any political subdivision thereof or therein having the power to tax after such later date) or, (a “Taxing Jurisdiction”), or b) any change which is announced and becomes effective after the Issue Date (or, where such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction at a later date, after such later date) in the application official interpretation or official interpretation application of such laws, regulations or rulings (including any action taken by virtue of a taxing authority holding, judgment or a holding order by a court of competent jurisdiction jurisdiction) of any Relevant Taxing Jurisdiction (regardless each of whether such action the foregoing clauses (a) and (b), a “Change in Tax Law”), the Issuers would be obligated to pay, on the next date for any payment and as a result of that amendment or such holding is change, Additional Amounts (as described above in paragraph 2), with respect to the Company or Guarantor)Relevant Taxing Jurisdiction, which amendment or change is announced or becomes effective after the date the Offered Securities are issued, the Guarantor or the Company has become, or there is a material probability that it will become, obligated to pay Additional Amounts on the next date on which any amount would be payable with respect to the Securities of such series, and such obligation Issuers cannot be avoided avoid by the use of commercially reasonable measures available to Guarantor or the Company, as the case may be; provided, however, that (a) no such notice of redemption may be given earlier than 90 days prior to the earliest date on which Guarantor or the Company, as the case may be, would be obligated to pay such Additional Amounts, and (b) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effectIssuers. Prior to the giving of any notice of redemption described in pursuant to this paragraph, the Company or the Guarantor, as the case may be, Issuers shall deliver to the Trustee (i)(Aa) a certificate signed by two Officers of the Company an Officer’s Certificate stating that the obligation to pay Additional Amounts cannot be avoided by the Company Issuers taking commercially reasonable measures available to it or (B) a certificate signed by two Officers of the Guarantor stating that the obligation to pay Additional Amounts cannot be avoided by Guarantor taking commercially reasonable measures available to it, and (iib) a written opinion of independent legal tax counsel to the Guarantor or the Company, as the case may be, Issuers of recognized standing qualified under the laws of the Relevant Taxing Jurisdiction and reasonably satisfactory to the Trustee to the effect that the Company Issuers has or there is a material probability that it will become obligated to pay such Additional Amounts as a result of a changeChange in Tax Law. The Trustee will accept such Officer’s Certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent described above, amendmentwithout further inquiry, official interpretation or application described above in which event it will be conclusive and that binding on Holders of the Guarantor or Notes. Notwithstanding the Companyforegoing, as no such notice of redemption will be given (a) earlier than 90 days prior to the case may be, cannot avoid earliest date on which the Issuers would be obliged to make such payment of such Additional Amounts by taking commercially reasonable measures available if a payment in respect of the Notes were then due and (b) unless at the time such notice is given, the obligation to itpay Additional Amounts remains in effect. Any redemption and notice may, in the Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent.

Redemption Upon Changes in Withholding Taxes. The Offered Securities may be redeemedIf, as a whole but not in part, at the option of the Company, upon not less than 30 nor more than 90 days notice (which notice shall be irrevocable), at a redemption price equal to 100% of the principal amount thereof, together with accrued interest, if any, to the redemption date and Additional Amounts (as defined in Section 3.2), if any, if as a result of (i) any amendment to, or change in, the laws (or regulations or rulings promulgated thereunder) of Switzerland any Relevant Taxing Jurisdiction that becomes effective after February 19, 2013, or the United States, as applicable, any jurisdiction in which any Surviving Entity is organized or resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein having the power to tax therein, (a “Taxing Jurisdiction”), ii) or any change in the official application or official interpretation of such the laws, including treaties, regulations or rulings of any action taken by a Relevant Taxing Jurisdiction applicable to the Issuer or any Guarantor, which becomes effective after February 19, 2013, or any jurisdiction in which any Surviving Entity is organized or resident for tax purposes or any political subdivision or taxing authority or a holding by a court of competent jurisdiction (regardless of whether such action agency thereof or such holding is with respect to the Company or Guarantor), which amendment or change is announced or becomes effective after the date the Offered Securities are issuedtherein, the Issuer or any Guarantor or the Company has become, or there is a material probability that it will become, obligated to pay Additional Amounts on the next date on which any amount would be payable with respect to the Securities of such series, and such obligation cannot be avoided by the use of commercially reasonable measures available to Guarantor or the Company, as the case may be; provided, however, that (a) no such notice of redemption may be given earlier than 90 days prior to the earliest date on which Guarantor or the Company, as the case may be, Surviving Entity would be obligated to pay on the next date for any payment and as a result of that amendment or change, Additional Amounts or indemnification payments (as described above in Section 2 of this Note) with respect to the Relevant Taxing Jurisdiction or any jurisdiction in which any Surviving Entity is organized or resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein, that the Issuer or Guarantor or Surviving Entity reasonably determines it cannot avoid by reasonable measures available to the Issuer or such Additional AmountsGuarantor or Surviving Entity, and (b) then the Issuer may redeem all, but not less than all, of the Notes, at any time thereafter, upon not less than 30 nor more than 60 days’ notice delivered to each Holder in accordance with the procedures set forth in the Indenture, at the time such notice Redemption Price equal to 100% of redemption is giventheir principal amount, such obligation plus accrued and unpaid interest, if any, to pay such Additional Amounts remains in effectthe Redemption Date. Prior to the giving of any notice of redemption described in pursuant to this paragraphSection, the Company or the Guarantor, as the case may be, Issuer shall deliver to the Trustee (i)(Aa) a certificate signed by two Officers an officer of the Company Issuer stating that the obligation to pay Additional Amounts or indemnification payments cannot be avoided by the Company Issuer or a Guarantor or Surviving Entity taking commercially reasonable measures available to it or (B) a certificate signed by two Officers of the Guarantor stating that the obligation to pay Additional Amounts cannot be avoided by Guarantor taking commercially reasonable measures available to it, and (iib) a written opinion of independent legal counsel to the Guarantor or the Company, as the case may be, Issuer of recognized standing to the effect that the Company Issuer or a Guarantor or Surviving Entity has or there is a material probability that it will become obligated to pay such Additional Amounts or indemnification payments as a result of a such amendment, change, amendment, official interpretation or application described above. The Issuer will publish a notice of any optional redemption of the Notes described above and that in accordance with the Guarantor provisions of the Indenture described under Section 13.02. No such notice of redemption may be given more than 60 days before or 365 days after the Company, as the case may be, cannot avoid the payment of such Issuer first becomes liable to pay any Additional Amounts by taking commercially reasonable measures available to itAmount or indemnification payments.

Redemption Upon Changes in Withholding Taxes. The Offered Securities may be redeemedIf, as a whole but not in part, at the option of the Company, upon not less than 30 nor more than 90 days notice (which notice shall be irrevocable), at a redemption price equal to 100% of the principal amount thereof, together with accrued interest, if any, to the redemption date and Additional Amounts (as defined in Section 3.2), if any, if as a result of (i) any amendment to, or change in, the laws (or regulations or rulings promulgated thereunder) of Switzerland any Relevant Taxing Jurisdiction that becomes effective after February 24, 2015, or the United States, as applicable, any jurisdiction in which any Surviving Entity is organized or resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein having the power to tax therein, (a “Taxing Jurisdiction”), ii) or any change in the official application or official interpretation of such the laws, including treaties, regulations or rulings of any action taken by a Relevant Taxing Jurisdiction applicable to the Issuer or any Guarantor, which becomes effective after February 24, 2015, or any jurisdiction in which any Surviving Entity is organized or resident for tax purposes or any political subdivision or taxing authority or a holding by a court of competent jurisdiction (regardless of whether such action agency thereof or such holding is with respect to the Company or Guarantor), which amendment or change is announced or becomes effective after the date the Offered Securities are issuedtherein, the Issuer or any Guarantor or the Company has become, or there is a material probability that it will become, obligated to pay Additional Amounts on the next date on which any amount would be payable with respect to the Securities of such series, and such obligation cannot be avoided by the use of commercially reasonable measures available to Guarantor or the Company, as the case may be; provided, however, that (a) no such notice of redemption may be given earlier than 90 days prior to the earliest date on which Guarantor or the Company, as the case may be, Surviving Entity would be obligated to pay on the next date for any payment and as a result of that amendment or change, Additional Amounts or indemnification payments (as described above in Section 2 of this Note) with respect to the Relevant Taxing Jurisdiction or any jurisdiction in which any Surviving Entity is organized or resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein, that the Issuer or Guarantor or Surviving Entity reasonably determines it cannot avoid by reasonable measures available to the Issuer or such Additional AmountsGuarantor or Surviving Entity, and (b) then the Issuer may redeem all, but not less than all, of the Notes, at any time thereafter, upon not less than 15 nor more than 60 days’ notice delivered to each Holder in accordance with the procedures set forth in the Indenture, at the time such notice Redemption Price equal to 100% of redemption is giventheir principal amount, such obligation plus accrued and unpaid interest, if any, to pay such Additional Amounts remains in effectthe Redemption Date. Prior to the giving of any notice of redemption described in pursuant to this paragraphSection, the Company or the Guarantor, as the case may be, Issuer shall deliver to the Trustee (i)(Aa) a certificate signed by two Officers an officer of the Company Issuer stating that the obligation to pay Additional Amounts or indemnification payments cannot be avoided by the Company Issuer or a Guarantor or Surviving Entity taking commercially reasonable measures available to it or (B) a certificate signed by two Officers of the Guarantor stating that the obligation to pay Additional Amounts cannot be avoided by Guarantor taking commercially reasonable measures available to it, and (iib) a written opinion of independent legal counsel to the Guarantor or the Company, as the case may be, Issuer of recognized standing to the effect that the Company Issuer or a Guarantor or Surviving Entity has or there is a material probability that it will become obligated to pay such Additional Amounts or indemnification payments as a result of a such amendment, change, amendment, official interpretation or application described above. The Issuer will publish a notice of any optional redemption of the Notes described above and that in accordance with the Guarantor provisions of the Indenture described under Section 13.02. No such notice of redemption may be given more than 60 days before or 365 days after the Company, as the case may be, cannot avoid the payment of such Issuer first becomes liable to pay any Additional Amounts by taking commercially reasonable measures available to itAmount or indemnification payments.

Redemption Upon Changes in Withholding Taxes. The Offered Securities may be redeemedIf, as a whole result of: (a) any amendment after the Issue Date to, or change after the Issue Date in, the laws (or regulations or rulings promulgated thereunder) of any Relevant Taxing Jurisdiction; or (b) any change after the Issue Date in the official application or official interpretation of the laws, treaties, regulations or rulings (including a holding, judgment or order by a court competent jurisdiction) of any Relevant Taxing Jurisdiction applicable to the Issuer or any Subsidiary Guarantor, the Issuer or any Subsidiary Guarantor would be obligated to pay, on the next date for any payment and as a result of that amendment or change, Additional Amounts as described above under paragraph 3 of this Note with respect to the Relevant Taxing Jurisdiction, which the Issuer or such Subsidiary Guarantor cannot avoid by the use of reasonable measures available to it (including making payments through a paying agent located in another jurisdiction but not in partincluding the Issuer moving or changing jurisdictions), then the Issuer may redeem all, but not less than all, of the Notes, at the option of the Companyany time thereafter, upon not less than 30 nor more than 90 days notice (which notice shall be irrevocable)60 days’ notice, at a redemption price equal to of 100% of the their principal amount thereofamount, together with plus accrued and unpaid interest, if any, to the redemption date and Additional Amounts (as defined in Section 3.2), if any, if as a result of any amendment to, or change in, the laws or regulations of Switzerland or the United States, as applicable, or any political subdivision thereof or therein having the power to tax (a “Taxing Jurisdiction”), or any change in the application or official interpretation of such laws, including any action taken by a taxing authority or a holding by a court of competent jurisdiction (regardless of whether such action or such holding is with respect to the Company or Guarantor), which amendment or change is announced or becomes effective after the date the Offered Securities are issued, the Guarantor or the Company has become, or there is a material probability that it will become, obligated to pay Additional Amounts on the next date on which any amount would be payable with respect to the Securities of such series, and such obligation cannot be avoided by the use of commercially reasonable measures available to Guarantor or the Company, as the case may be; provided, however, that (a) no such notice of redemption may be given earlier than 90 days prior to the earliest date on which Guarantor or the Company, as the case may be, would be obligated to pay such Additional Amounts, and (b) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effectdate. Prior to the giving of any notice of redemption described in this paragraph, the Company or the Guarantor, as the case may be, shall Issuer will deliver to the Trustee Trustee: (i)(Ai) a certificate signed by two Officers of the Company an Officer’s Certificate stating that the obligation to pay such Additional Amounts cannot be avoided by the Company Issuer’s or the relevant Subsidiary Guarantor’s taking commercially reasonable measures available to it (including making payments through a paying agent located in another jurisdiction but not including the Issuer moving or (B) a certificate signed by two Officers of the Guarantor stating that the obligation to pay Additional Amounts cannot be avoided by Guarantor taking commercially reasonable measures available to it, and changing jurisdictions); and (ii) a written opinion in form and substance reasonably satisfactory to the Trustee of independent legal counsel to the Guarantor or the Company, as the case may be, Issuer of recognized standing acceptable to the Trustee to the effect that the Company Issuer or the relevant Subsidiary Guarantor has or there is a material probability that it will become obligated to pay such Additional Amounts as a result of a change, amendment, official interpretation or application described above above. Notwithstanding the foregoing, the Issuer may not redeem the Notes under this provision if the Relevant Taxing Jurisdiction changes under the Indenture and that the Issuer, any Subsidiary Guarantor or any Surviving Entity is obligated to pay any Additional Amounts as a result of a change in, or an amendment to, the Companylaws or treaties (or any regulations or rulings promulgated thereunder), as or any change in or amendment to, any official position regarding the case may beapplication, cannot avoid the payment administration or interpretation of such Additional Amounts by taking commercially reasonable measures available to itlaws, treaties, regulations or rulings, of the then current Relevant Taxing Jurisdiction which, at the time such Relevant Taxing Jurisdiction became the applicable Relevant Taxing Jurisdiction under the Indenture, was publicly announced as being or having been formally proposed.

Redemption Upon Changes in Withholding Taxes. The Offered Securities may be redeemedIf, as a whole but not in part, at the option of the Company, upon not less than 30 nor more than 90 days notice result of: (which notice shall be irrevocable), at a redemption price equal to 100% of the principal amount thereof, together with accrued interest, if any, to the redemption date and Additional Amounts (as defined in Section 3.2), if any, if as a result of a) any amendment to, or change in, the laws (or regulations or rulings promulgated thereunder) of Switzerland any Relevant Taxing Jurisdiction which amendment or the United Stateschange is not publicly announced prior to April 1, as applicable2020, and becomes effective on or after April 1, 2020 (or, if a Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction on a date after April 1, 2020, on or after such later date); or (b) any change in, or any political subdivision thereof or therein having amendment to, the power to tax (a “Taxing Jurisdiction”), or any change in the official application or official interpretation of such the laws, including treaties, regulations or rulings of any action taken by Relevant Taxing Jurisdiction applicable to the Issuer or the Guarantor which change or amendment is not publicly announced prior to April 1, 2020, and becomes effective on or after April 1, 2020 (or, if a taxing authority Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction on a date after April 1, 2020, on or after such later date) (each of the foregoing in clause (a) and (b), a holding by a court “Change in Tax Law”), the Issuer or the Guarantor would be obligated to pay, on the next date for any payment, Additional Amounts or indemnification payments (as described above in Section 2 of competent jurisdiction (regardless of whether such action or such holding is this Note) with respect to the Company or Guarantor)Relevant Taxing Jurisdiction, which amendment the Issuer or change is announced or becomes effective after the date the Offered Securities are issued, the Guarantor or the Company has become, or there is a material probability that reasonably determines it will become, obligated to pay Additional Amounts on the next date on which any amount would be payable with respect to the Securities of such series, and such obligation cannot be avoided avoid by the use of commercially reasonable measures available to Guarantor or it, then the CompanyIssuer may redeem all, as but not less than all, of the case may be; providedNotes, howeverat any time thereafter, upon not less than 15 nor more than 60 days’ notice, at a redemption price of 100% of their principal amount, plus accrued and unpaid interest, if any, to the redemption date. This redemption is subject to the right of holders of record on the relevant regular record date that (a) no such notice of redemption may be given earlier than 90 days is prior to the earliest redemption date to receive interest due on which Guarantor or the Company, as the case may be, would be obligated to pay such Additional Amounts, and (b) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effectan interest payment date. Prior to the giving of any notice of redemption described in this paragraph, the Company or the Guarantor, as the case may be, shall Issuer will deliver to the Trustee Trustee: (i)(Aa) an Officer’s Certificate stating that it is entitled to effect such redemption and that the obligation to pay such Additional Amounts or indemnification payments cannot be avoided by the Issuer’s or Guarantor’s taking reasonable measures available to it; and (b) a certificate signed by two Officers written opinion of an independent legal counsel to the Issuer of recognized standing and reasonably satisfactory to the Trustee to the effect that the Issuer or the Guarantor has or will become obligated to pay such Additional Amounts or indemnification payments as a result of a Change in Tax Law. The Issuer will publish a notice of any optional redemption of the Company stating that Notes described above in accordance with the provisions of the Indenture described under Section 13.02. No such notice of redemption may be given more than 60 days before or 365 days after the Issuer first becomes liable to pay any Additional Amount or indemnification payments. The foregoing will apply (a) to any Guarantor only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts cannot be avoided by the Company taking commercially reasonable measures available to it or (B) a certificate signed by two Officers of the Guarantor stating that the obligation to pay Additional Amounts cannot be avoided by Guarantor taking commercially reasonable measures available to it, and (iib) mutatis mutandis to any successor Person and to any jurisdiction in which any successor Person is incorporated or organized or otherwise considered to be a written opinion of independent legal counsel to tax resident or maintaining a permanent establishment or doing business for Tax purposes or any jurisdiction from or through which any payment on the Guarantor Notes or the Company, as the case may be, of recognized standing to the effect that the Company has any Notes Guarantee is made by or there is a material probability that it will become obligated to pay Additional Amounts as a result of a change, amendment, official interpretation or application described above and that the Guarantor or the Company, as the case may be, cannot avoid the payment on behalf of such Additional Amounts by taking commercially reasonable measures available to itsuccessor Person and any political subdivision or taxing authority or agency thereof or therein.

Redemption Upon Changes in Withholding Taxes. The Offered Securities may be redeemedIssuer is entitled to redeem the Notes, at its option, at any time as a whole but not in part, at the option of the Company, upon not less than 30 nor more than 90 days notice (which notice shall be irrevocable)60 days’ notice, at a redemption price equal to 100% of the principal amount thereof, together with plus accrued interest, and unpaid interest (if any, ) to the date of redemption (subject to the right of Holders of record on the relevant record date and Additional Amounts (as defined in Section 3.2to receive interest due on the relevant interest payment date), if any, if as a result of any amendment to, or change in, the laws or regulations of Switzerland or the United States, as applicable, or any political subdivision thereof or therein having the power to tax (a “Taxing Jurisdiction”), or any change in the application event the Issuer has become or official interpretation of such laws, including any action taken by a taxing authority or a holding by a court of competent jurisdiction (regardless of whether such action or such holding is with respect to the Company or Guarantor), which amendment or change is announced or becomes effective after the date the Offered Securities are issued, the Guarantor or the Company has become, or there is a material probability that it will become, would become obligated to pay Additional Amounts pay, on the next date on which any amount would be payable with respect to the Securities Notes, any Additional Amounts as a result of: (a) a change in or an amendment to the laws (including any regulations promulgated thereunder) of any Relevant Taxing Jurisdiction (or any political subdivision or taxing authority thereof or therein), or (b) any change in or amendment to any official position regarding the application or interpretation of such serieslaws or regulations, which change or amendment is announced or becomes effective on or after April 15, 2011 and the Issuer cannot avoid such obligation cannot be avoided by the use of commercially taking reasonable measures available to Guarantor it. Before the Issuer publishes or the Company, as the case may be; provided, however, that (a) no such gives notice of redemption may be given earlier than 90 days prior to of the earliest date on which Guarantor or the Company, Notes as the case may be, would be obligated to pay such Additional Amounts, and (b) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. Prior to the giving of any notice of redemption described in this paragraphabove, the Company or the Guarantor, as the case may be, shall Issuer will deliver to the Trustee (i)(A) a certificate signed by two Officers of an Officers’ Certificate to the Company stating effect that the Issuer cannot avoid its obligation to pay Additional Amounts cannot be avoided by the Company taking commercially reasonable measures available to it or (B) a certificate signed by two Officers of the Guarantor stating that the obligation to pay Additional Amounts cannot be avoided by Guarantor taking commercially reasonable measures available to it, and (ii) a written . The Issuer will also deliver an opinion of independent legal counsel to the Guarantor or the Company, as the case may be, of recognized standing to the effect stating that the Company has or there is a material probability that it will become Issuer would be obligated to pay Additional Amounts as a result of a change, amendment, official interpretation change in tax laws or application described above and that the Guarantor regulations or the Company, as the case may be, cannot avoid the payment application or interpretation of such Additional Amounts by taking commercially reasonable measures available laws or regulations. The Trustee will accept such Officers’ Certificate and opinion of counsel as sufficient evidence of the existence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on the Holders. For the avoidance of doubt, the implementation of European Council Directive 2003/48/EC or any other directive implementing the conclusions of the ECOFIN Council meeting of November 26 and 27, 2000 on the taxation of savings income or any law implementing or complying with or introduced in order to itconform to, such directives will not be a change or amendment for such purposes.

Redemption Upon Changes in Withholding Taxes. The Offered Securities may be redeemed, as a whole but not in part, at the option of the Company, upon not less than 30 nor more than 90 days days’ notice (which notice shall be irrevocable), at a redemption price equal to 100% of the principal amount thereof, together with accrued interest, if any, to the redemption date and Additional Amounts (as defined in Section 3.212.02), if any, if as a result of any amendment to, or change in, the laws or regulations of Switzerland or the United States, as applicable, or any political subdivision thereof or therein having the power to tax (a “Taxing Jurisdiction”), or any change in the application or official interpretation of such laws, including any action taken by a taxing authority or a holding by a court of competent jurisdiction (regardless of whether such action or such holding is with respect to the Company or Guarantor), which amendment or change is announced or becomes effective after the date the Offered Securities are issued, the Guarantor or the Company has become, or there is a material probability that it will become, obligated to pay Additional Amounts on the next date on which any amount would be payable with respect to the Securities of such series, and such obligation cannot be avoided by the use of commercially reasonable measures available to Guarantor or the Company, as the case may be; provided, however, that (a) no such notice of redemption may be given earlier than 90 days prior to the earliest date on which Guarantor or the Company, as the case may be, would be obligated to pay such Additional Amounts, and (b) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. Prior to the giving of any notice of redemption described in this paragraph, the Company or the Guarantor, as the case may be, shall deliver to the Trustee (i)(A) a certificate signed by two Officers of the Company stating that the obligation to pay Additional Amounts cannot be avoided by the Company taking commercially reasonable measures available to it or (B) a certificate signed by two Officers of the Guarantor stating that the obligation to pay Additional Amounts cannot be avoided by Guarantor taking commercially reasonable measures available to it, and (ii) a written opinion of independent legal counsel to the Guarantor or the Company, as the case may be, of recognized standing to the effect that the Company has or there is a material probability that it will become obligated to pay Additional Amounts as a result of a change, amendment, official interpretation or application described above and that the Guarantor or the Company, as the case may be, cannot avoid the payment of such Additional Amounts by taking commercially reasonable measures available to it.

Redemption Upon Changes in Withholding Taxes. The Offered Securities Notes -------------------------------------------- of any series may be redeemed, as a whole but not in part, at the option election of the CompanyIssuer, upon not less than 30 nor more than 90 60 days notice (which notice shall be irrevocable), at a redemption price equal to 100% of the principal amount thereof, together with accrued interest, if any, to the redemption date and Additional Amounts (as defined in Section 3.210.2), if any, if as a result of any amendment to, or change in, the laws or regulations of Switzerland or the United States, as applicable, States or any political subdivision or taxing authority thereof or therein having the power to tax (a “"Taxing Jurisdiction”Authority"), or any change in the application or official interpretation of such laws, including any action taken by a taxing authority laws or a holding by a court of competent jurisdiction (regardless of whether such action or such holding is with respect to the Company or Guarantor), regulations which amendment or change is announced or becomes effective after the date the Offered Securities Notes of such series are issued, or the entry into, amendment or change to an income tax treaty between the United States and the jurisdiction of residence of the Holder which entry, amendment or change has become or will be become effective after the date the Notes of such series are issued, the Guarantor Issuer has become or the Company has become, or there is a material probability that it will become, become obligated to pay Additional Amounts Amounts, on the next date on which any amount would be payable with respect to the Securities Notes of such series, and such obligation cannot be avoided by the use of commercially reasonable measures available to Guarantor or the Company, as the case may beIssuer; provided, however, that (a) no such notice of redemption may be given earlier than 90 60 days prior to the earliest date on which Guarantor or the Company, as the case may be, Issuer would be obligated to pay such Additional Amounts, and (b) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. Prior to the giving of any notice of redemption described in this paragraph, the Company or the Guarantor, as the case may be, Issuer shall deliver to the Trustee Holder (i)(Ai) a certificate signed by two Officers an Officers' Certificate of the Company Issuer stating that the obligation to pay Additional Amounts cannot be avoided by the Company Issuer taking commercially reasonable measures available to it or (B) a certificate signed by two Officers of the Guarantor stating that the obligation to pay Additional Amounts cannot be avoided by Guarantor taking commercially reasonable measures available to it, and (ii) a written opinion of independent legal counsel to the Guarantor or the Company, as the case may be, Issuer of recognized standing to the effect that the Company Issuer has or there is a material probability that it will become obligated to pay Additional Amounts as a result of a change, amendment, official interpretation or application described above and that the Guarantor or the Company, as the case may be, Issuer cannot avoid the payment of such Additional Amounts by taking commercially reasonable measures available to it.

Redemption Upon Changes in Withholding Taxes. The Offered Securities may be redeemed, as a whole but not in part, at the option Either or both of the CompanyIssuers may redeem all, upon but not less than 30 nor more than 90 days notice (which notice shall be irrevocable)all, at a redemption price equal to 100% of the principal amount thereof, together with accrued interest, Offered Securities under the following conditions: (i) if any, to the redemption date and Additional Amounts (as defined in Section 3.2), if any, if as a result of any there is an amendment to, or change in, the laws or regulations of Switzerland or the United States, a Relevant Taxing Jurisdiction (as applicable, or any political subdivision thereof or therein having the power to tax (a “Taxing Jurisdiction”), defined below) or any change in the written application or official written interpretation of such laws, including any action taken by by, or a change in published administrative practice of, a taxing authority or a holding by a court of competent jurisdiction (jurisdiction, regardless of whether such action action, change or such holding is with respect to either or both of the Company or Guarantor)Issuers, which amendment or change is announced and effective on or becomes effective after the date of issuance of the Offered Securities are issued(or, in the Guarantor case of any Relevant Taxing Jurisdiction that becomes a Relevant Taxing Jurisdiction after such date of issuance, after such later date); (ii) as a result of such amendment or change, either or both of the Company Issuers become, or there is a material probability that either or both of the Issuers will become obligated to pay Additional Amounts (as defined below) on the next payment date with respect to the Offered Securities, and such Issuer cannot avoid any such payment obligation by taking reasonable measures available (including having the other Issuer make payments on the Offered Securities if such action would be reasonable); (iii) the relevant Issuer delivers to the Trustee a written opinion of independent tax counsel to such Issuer (or Issuers) of recognized standing to the effect that such Issuer (or Issuers) has become, or there is a material probability that it will become, obligated to pay Additional Amounts on the next date on which any amount would be payable with respect to the Securities of such series, and such obligation cannot be avoided by the use of commercially reasonable measures available to Guarantor or the Company, as the case may be; provided, however, that (a) no such notice of redemption may be given earlier than 90 days prior to the earliest date on which Guarantor or the Company, as the case may be, would be obligated to pay such Additional Amounts, and (b) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. Prior to the giving of any notice of redemption described in this paragraph, the Company or the Guarantor, as the case may be, shall deliver to the Trustee (i)(A) a certificate signed by two Officers of the Company stating that the obligation to pay Additional Amounts cannot be avoided by the Company taking commercially reasonable measures available to it or (B) a certificate signed by two Officers of the Guarantor stating that the obligation to pay Additional Amounts cannot be avoided by Guarantor taking commercially reasonable measures available to it, and (ii) a written opinion of independent legal counsel to the Guarantor or the Company, as the case may be, of recognized standing to the effect that the Company has or there is a material probability that it will become obligated to pay Additional Amounts as a result of a change, amendment, official interpretation or application described above in the foregoing clauses (i) and (ii); in addition, before the Issuer mails notice of redemption of the Offered Securities as described below, it will deliver to the Trustee an Officer’s Certificate to the effect that the Guarantor obligation to pay Additional Amounts cannot be avoided by such Issuer or the Company, as the case may be, cannot avoid the any such payment of such Additional Amounts obligation by taking commercially reasonable measures available (including having the other Issuer make payments on the Offered Securities if such action would be reasonable); and (iv) following the delivery of the opinion described in the foregoing clause (iii), the relevant Issuer (or Issuers) provides notice of redemption for the Offered Securities not less than 10 days, but not more than 90 days, prior to itthe redemption date. The notice of redemption cannot be given more than 90 days before the earliest date on which the Issuer (or Issuers) would be otherwise required to pay Additional Amounts, and the obligation to pay Additional Amounts must still be in effect when the notice is given. Upon the occurrence of each of clauses (i), (ii), (iii) and (iv) above, the relevant Issuer (or Issuers) may redeem the Offered Securities at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, thereon to, but excluding, the redemption date and all Additional Amounts (if any) then due and that will become due on such redemption date as a result of the redemption or otherwise (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is prior to the redemption date and Additional Amounts (if any) in respect thereof). The provisions of this Section 14.01 shall apply mutatis mutandis to any Successor Company to the Company or Successor Co-Issuer to the Co-Issuer, as applicable.

Redemption Upon Changes in Withholding Taxes. The Offered Securities of any series may be redeemed, as a whole but not in part, at the option election of the CompanyIssuer, upon not less than 30 nor more than 90 60 days notice (which notice shall be irrevocable), at a redemption price equal to 100% of the principal amount thereof, together with accrued interest, if any, to the redemption date and Additional Amounts (as defined in Section 3.2)Amounts, if any, if as a result of any amendment to, or change in, the laws or regulations of Switzerland or the United States, as applicable, Luxembourg or any political subdivision or taxing authority thereof or therein having the power to tax (a “"Taxing Jurisdiction”Authority"), or any change in the application or official interpretation of such laws, including any action taken by a taxing authority laws or a holding by a court of competent jurisdiction (regardless of whether such action or such holding is with respect to the Company or Guarantor), regulations which amendment or change is announced or becomes effective after the date the Offered Securities of such series are issued, the Guarantor Issuer has become or the Company has become, or there is a material probability that it will become, become obligated to pay Additional Amounts (as described below under "Payment of Additional Amounts"), on the next date on which any amount would be payable with respect to the Securities of such series, and such obligation cannot be avoided by the use of commercially reasonable measures available to Guarantor or the CompanyIssuer; PROVIDED, as the case may be; provided, howeverHOWEVER, that (a) no such notice of redemption may be given earlier than 90 60 days prior to the earliest date on which Guarantor or the Company, as the case may be, Issuer would be obligated to pay such Additional Amounts, and (b) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. Prior to the giving of any notice of redemption described in this paragraph, the Company or the Guarantor, as the case may be, Issuer shall deliver to the Trustee (i)(Ai) a certificate signed by two Officers directors of the Company Issuer stating that the obligation to pay Additional Amounts cannot be avoided by the Company Issuer taking commercially reasonable measures available to it or (B) a certificate signed by two Officers of the Guarantor stating that the obligation to pay Additional Amounts cannot be avoided by Guarantor taking commercially reasonable measures available to it, and (ii) a written opinion of independent legal counsel to the Guarantor or the Company, as the case may be, Issuer of recognized standing to the effect that the Company Issuer has or there is a material probability that it will become obligated to pay Additional Amounts as a result of a change, amendment, official interpretation or application described above and that the Guarantor or the Company, as the case may be, Issuer cannot avoid the payment of such Additional Amounts by taking commercially reasonable measures available to it.

Redemption Upon Changes in Withholding Taxes. The Offered Securities This Note and the other Global Notes may also be redeemedredeemed together, as a in whole but not in part, at the option election of the CompanyIssuer, upon not less than 30 10 nor more than 90 days 60 days’ notice (which notice shall be irrevocable)irrevocable and given in accordance with the procedures described in Section 12.02 of the Indenture, at a redemption price the Redemption Price equal to 100% of the their principal amount thereofamount, together with plus accrued and unpaid interest, if any, any to the redemption date and Additional Amounts (as defined in Section 3.2)Redemption Date if, if any, if as a result of (a) any amendment to, or change in, the laws (or regulations or rulings promulgated thereunder) of Switzerland or any Relevant Taxing Jurisdiction which is announced and becomes effective after the United StatesIssue Date (or, as applicablewhere such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction at a later date, or any political subdivision thereof or therein having the power to tax after such later date) or, (a “Taxing Jurisdiction”), or b) any change which is announced and becomes effective after the Issue Date (or, where such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction at a later date, after such later date) in the application official interpretation or official interpretation application of such laws, regulations or rulings (including any action taken by virtue of a taxing authority holding, judgment or a holding order by a court of competent jurisdiction jurisdiction) of any Relevant Taxing Jurisdiction (regardless each of whether such action the foregoing clauses (a) and (b), a “Change in Tax Law”), the Issuer would be obligated to pay, on the next date for any payment and as a result of that amendment or such holding is change, Additional Amounts (as described above in Paragraph 2), with respect to the Company or Guarantor)Relevant Taxing Jurisdiction, which amendment or change is announced or becomes effective after the date the Offered Securities are issued, the Guarantor or the Company has become, or there is a material probability that it will become, obligated to pay Additional Amounts on the next date on which any amount would be payable with respect to the Securities of such series, and such obligation Issuer cannot be avoided avoid by the use of commercially reasonable measures available to Guarantor or the Company, as the case may be; provided, however, that (a) no such notice of redemption may be given earlier than 90 days prior to the earliest date on which Guarantor or the Company, as the case may be, would be obligated to pay such Additional Amounts, and (b) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effectIssuer. Prior to the giving of any notice of redemption described in pursuant to this paragraph, the Company or the Guarantor, as the case may be, Issuer shall deliver to the Trustee (i)(Aa) a certificate signed by two Officers of the Company an Officer’s Certificate stating that the obligation to pay Additional Amounts cannot be avoided by the Company Issuer taking commercially reasonable measures available to it or (B) a certificate signed by two Officers of the Guarantor stating that the obligation to pay Additional Amounts cannot be avoided by Guarantor taking commercially reasonable measures available to it, and (iib) a written opinion of independent legal tax counsel to the Guarantor or the Company, as the case may be, Issuer of recognized standing qualified under the laws of the Relevant Taxing Jurisdiction and reasonably satisfactory to the Trustee to the effect that the Company Issuer has or there is a material probability that it will become obligated to pay such Additional Amounts as a result of a changeChange in Tax Law. The Trustee will accept such Officer’s Certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent described above, amendmentwithout further inquiry, official interpretation or application described above in which event it will be conclusive and that binding on Holders of the Guarantor or Notes. Notwithstanding the Companyforegoing, as no such notice of redemption will be given (a) earlier than 90 days prior to the case may be, cannot avoid earliest date on which the Issuer would be obliged to make such payment of such Additional Amounts by taking commercially reasonable measures available if a payment in respect of the Notes were then due and (b) unless at the time such notice is given, the obligation to itpay Additional Amounts remains in effect. Any redemption and notice may, in the Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent.

Redemption Upon Changes in Withholding Taxes. The Offered Unless otherwise provided pursuant to Section 2.04, the Securities of any series may be redeemed, as a whole but not in part, at the option of the Company, upon not less than 30 10 nor more than 90 days 60 days’ notice (which notice shall be irrevocable), at a redemption price equal to 100% of the principal amount thereof, together with accrued interest, if any, to the redemption date and Additional Amounts (as defined in Section 3.214.02), if any, if as a result of any amendment to, or change in, the laws laws, regulations, rulings or regulations treaties of Switzerland The Netherlands, the United States or other jurisdiction in which the Company or the United StatesGuarantor[s] or, in each case, any successor thereof (including a continuing Person formed by a consolidation with the Company or Guarantor[s], into which the Company or [a][the] Guarantor is merged, or that acquires or leases all or substantially all of the property and assets of the Company or [a][the] Guarantor) may be organized, as applicable, or any political subdivision thereof or therein having the power to tax (a “Taxing Jurisdiction”), or any change in the application or official interpretation of such laws, regulations, rulings or treaties, including any action taken by by, or change in the published administrative practice of, a taxing authority or a holding by a court of competent jurisdiction (regardless of whether such action action, change or such holding is with respect to the Company or Guarantorthe Guarantor[s]), which amendment or change is announced or becomes effective on or after the date the Offered Securities of such series are issued, the Guarantor Company or the Company Guarantor[s] has become, or there is a material probability that it will become, obligated to pay Additional Amounts on the next date on which any amount would be payable with respect to the Securities of such series, and such obligation cannot be avoided by the use of commercially reasonable measures available to Guarantor the Company or the CompanyGuarantor[s], as the case may be, not including substitution of the obligor on the Securities; provided, however, that (a) no such notice of redemption may be given earlier than 90 60 days prior to the earliest date on which Guarantor the Company or the CompanyGuarantor[s], as the case may be, would be obligated obligated, or there is a material probability the Company or Guarantor[s] would otherwise be obligated, to pay such Additional Amounts, and (b) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effectAmount. Prior to the giving publication or, where relevant, mailing (and/or to the extent permitted by applicable procedures or regulations, electronic delivery) of any notice of redemption described in this paragraph, the Company or the Guarantor, as the case may be, shall deliver to the Trustee (i)(A) a certificate signed by two Officers an Officer’s Certificate of the Company stating that the obligation to pay Additional Amounts cannot be avoided by the Company taking commercially reasonable measures available to it or (B) a certificate signed by two Officers an Officer’s Certificate of the Guarantor Guarantor[s] stating that the obligation to pay Additional Amounts cannot be avoided by Guarantor such Guarantor[s] taking commercially reasonable measures available to it, as the case may be, as described above, and (ii) a written opinion of independent legal tax counsel to the Guarantor Company or the CompanyGuarantor[s], as the case may be, of recognized standing to the effect that the Company or the Guarantor[s], as the case may be, has or there is a material probability that it will become obligated to pay Additional Amounts as a result of a change, amendment, official interpretation or application described above and that the Guarantor Company or the CompanyGuarantor[s], as the case may be, cannot avoid the payment of such Additional Amounts by taking commercially reasonable measures available to itit as described above.

Redemption Upon Changes in Withholding Taxes. The Offered Securities Notes may be redeemed, as a whole but not in part, at the option election of the Company, upon not less than 30 nor more than 90 60 days notice (which notice shall be irrevocable), at a redemption price equal to 100% of the principal amount thereof, together with accrued interest, if any, to the redemption date and Additional Amounts (as defined in Section 3.212.2), if any, if as a result of any amendment to, or change in, the laws or regulations of Switzerland Luxembourg or the United States, as applicable, Bermuda or any political subdivision or taxing authority thereof or therein having the power to tax (a “"Taxing Jurisdiction”Authority"), or any change in the application or official interpretation of such laws, including any action taken by a taxing authority laws or a holding by a court of competent jurisdiction (regardless of whether such action or such holding is with respect to the Company or Guarantor), regulations which amendment or change is announced or and becomes effective after the date the Offered Securities Notes are issued, the Guarantor Company or the Company Tyco has become, become or there is a material probability that it will become, become obligated to pay Additional Amounts Amounts, on the next date on which any amount would be payable with respect to the Securities of such seriesNotes, and such obligation cannot be avoided by the use of commercially reasonable measures available to Guarantor the Company or the CompanyTyco, as the case may be; provided, however, that (a) no such notice of redemption may be given earlier than 90 60 days prior to the earliest date on which Guarantor the Company or the CompanyTyco, as the case may be, would be obligated to pay such Additional Amounts, and (b) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. Prior to the giving of any notice of redemption described in this paragraph, the Company or the Guarantor, as the case may be, shall deliver to the Trustee (i)(Ai)(I) a certificate signed by two Officers directors of the Company stating that the obligation to pay Additional Amounts cannot be avoided by the Company taking commercially reasonable measures available to it or (BII) a certificate signed by two Officers executive officers of the Guarantor Tyco stating that the obligation to pay Additional Amounts cannot be avoided by Guarantor Tyco taking commercially reasonable measures available to it, as the case may be, and (ii) a written opinion of independent legal counsel to the Guarantor Company or the CompanyTyco, as the case may be, of recognized standing to the effect that the Company or Tyco, as the case may be, has or there is a material probability that it will become obligated to pay Additional Amounts as a result of a change, amendment, official interpretation or application described above and that the Guarantor Company or the CompanyTyco, as the case may be, cannot avoid the payment of such Additional Amounts by taking commercially reasonable measures available to it.

Redemption Upon Changes in Withholding Taxes. The Offered Securities This Note and the other Global Notes may also be redeemedredeemed together, as a in whole but not in part, at the option election of the CompanyIssuer, upon not less than 30 10 nor more than 90 days 60 days’ notice (which notice shall be irrevocable)irrevocable and given in accordance with the procedures described in Section 12.02 of the Indenture, at a redemption price the Redemption Price equal to 100% of the their principal amount thereofamount, together with plus accrued and unpaid interest, if any, any to the redemption date and Additional Amounts (as defined in Section 3.2)Redemption Date if, if any, if as a result of (a) any amendment to, or change in, the laws (or regulations or rulings promulgated thereunder) of Switzerland or any Relevant Taxing Jurisdiction which is announced and becomes effective after the United StatesIssue Date (or, as applicablewhere such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction at a later date, or any political subdivision thereof or therein having the power to tax after such later date) or, (a “Taxing Jurisdiction”), or b) any change which is announced and becomes effective after the Issue Date (or, where such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction at a later date, after such later date) in the application official interpretation or official interpretation application of such laws, regulations or rulings (including any action taken by virtue of a taxing authority holding, judgment or a holding order by a court of competent jurisdiction jurisdiction) of any Relevant Taxing Jurisdiction (regardless each of whether such action the foregoing clauses (a) and (b), a “Change in Tax Law”), the Issuer would be obligated to pay, on the next date for any payment and as a result of that amendment or such holding is change, Additional Amounts (as described above in Paragraph 2), with respect to the Company or Guarantor)Relevant Taxing Jurisdiction, which amendment or change is announced or becomes effective after the date the Offered Securities are issued, the Guarantor or the Company has become, or there is a material probability that it will become, obligated to pay Additional Amounts on the next date on which any amount would be payable with respect to the Securities of such series, and such obligation Issuer cannot be avoided avoid by the use of commercially reasonable measures available to Guarantor or the Company, as the case may be; provided, however, that (a) no such notice of redemption may be given earlier than 90 days prior to the earliest date on which Guarantor or the Company, as the case may be, would be obligated to pay such Additional Amounts, and (b) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effectIssuer. Prior to the giving of any notice of redemption described in pursuant to this paragraph, the Company or the Guarantor, as the case may be, Issuer shall deliver to the Trustee (i)(Aa) a certificate signed by two Officers of the Company an Officer’s Certificate stating that the obligation to pay Additional Amounts cannot be avoided by the Company Issuer taking commercially reasonable measures available to it or (B) a certificate signed by two Officers of the Guarantor stating that the obligation to pay Additional Amounts cannot be avoided by Guarantor taking commercially reasonable measures available to it, and (iib) a written opinion of independent legal tax counsel to the Guarantor or the Company, as the case may be, Issuer of recognized standing qualified under the laws of the Relevant Taxing Jurisdiction and reasonably satisfactory to the Trustee to the effect that the Company Issuer has or there is a material probability that it will become obligated to pay such Additional Amounts as a result of a changeChange in Tax Law. The Trustee will accept such Officer’s Certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent described above, amendmentwithout further inquiry, official interpretation or application described above in which event it will be conclusive and that binding on the Guarantor or Holders. Notwithstanding the Companyforegoing, as no such notice of redemption will be given (a) earlier than 90 days prior to the case may be, cannot avoid earliest date on which the Issuer would be obliged to make such payment of such Additional Amounts by taking commercially reasonable measures available if a payment in respect of the Notes were then due and (b) unless at the time such notice is given, the obligation to itpay Additional Amounts remains in effect. Any redemption and notice may, in the Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent.

Redemption Upon Changes in Withholding Taxes. (a) The Offered Securities Notes may be redeemed, at the option of the Issuer or the Surviving Person, as a whole but not in part, at the option of the Company, upon giving not less than 30 10 days’ nor more than 90 days 60 days’ notice to the Holders (which notice shall be irrevocable), at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to the redemption date and Additional Amounts (as defined in Section 3.2)Amounts, if any, if to, but not including, the date fixed by the Issuer or the Surviving Person, as the case may be, for redemption if, as a result of of: (1) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of a Relevant Jurisdiction affecting taxation; or (2) any change in, the laws or regulations of Switzerland amendment to, an existing official position, or the United Statesstating in writing of an official position, as applicableregarding the application, administration or any political subdivision thereof or therein having the power to tax (a “Taxing Jurisdiction”), or any change in the application or official interpretation of such laws, regulations or rulings (including any action taken by a taxing authority holding, judgment or a holding order by a court of competent jurisdiction jurisdiction) (regardless of whether such action or such holding is with respect to the Company or Guarantorcollectively, a “Change in Tax Law”), which amendment change, amendment, application or change interpretation is announced or proposed and becomes effective or, in the case of an official position, is announced, on or after the date of this Indenture (or, if the Offered Securities are issuedRelevant Jurisdiction became a Relevant Jurisdiction on a later date, such later date), the Guarantor Issuer or the Company has becomeSurviving Person, as the case may be, is, or there is a material probability that it will becomeon the next interest payment date would be, obligated required to pay Additional Amounts on the next date on which any amount would be payable with respect to the Securities of such seriesAmounts, and such obligation requirement cannot be avoided by the use of commercially reasonable measures available to Guarantor Issuer or the CompanySurviving Person, as the case may be, taking reasonable measures available to it; provided that changing the jurisdiction of incorporation of the Issuer, the Surviving Person or any Subsidiary shall not be considered a reasonable measure; and provided, howeverfurther, that (a) no such notice of redemption may shall be given earlier than 90 days prior to the earliest date on which Guarantor the Issuer or the CompanySurviving Person, as the case may be, would be obligated to pay such Additional Amounts, Amounts if a payment in respect of the Notes were then due and (b) unless at the time such notice of redemption is given, such the obligation to pay such Additional Amounts remains in effect. . (b) Prior to the giving mailing of any notice of redemption described in this paragraphof the Notes pursuant to the foregoing, the Company Issuer or the GuarantorSurviving Person, as the case may be, shall deliver to the Trustee Trustee: (i)(A1) a certificate signed by two Officers of the Company an Officer’s Certificate stating that such Change in Tax Law has occurred, describing the obligation to pay Additional Amounts facts related thereto and stating that such requirement cannot be avoided by the Company taking commercially reasonable measures available to it or (B) a certificate signed by two Officers of the Guarantor stating that the obligation to pay Additional Amounts cannot be avoided by Guarantor taking commercially reasonable measures available to it, and (ii) a written opinion of independent legal counsel to the Guarantor Issuer or the CompanySurviving Person, as the case may be, taking reasonable measures available to it; and (2) an Opinion of Counsel of recognized international standing to the effect that the Company has or there is a material probability that it will become obligated requirement to pay Additional Amounts as a result of a change, amendment, official interpretation or application described above and that the Guarantor or the Company, as the case may be, cannot avoid the payment of such Additional Amounts by taking commercially reasonable measures available to itresults from a Change in Tax Law. (c) The Trustee shall accept such certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent described above, in which event it shall be conclusive and binding on the Holders.

Redemption Upon Changes in Withholding Taxes. The Offered Securities Notes may -------------------------------------------- be redeemed, as a whole but not in part, at the option of the Company, upon not less than 30 nor more than 90 days 60 days' notice (which notice shall be irrevocable), at a redemption price equal to 100% of the principal amount thereof, together with accrued interest, if any, to the redemption date and Additional Amounts (as defined in Section 3.212.2), if any, if as a result of any amendment to, or change in, the laws or regulations of Switzerland Luxembourg or the United States, as applicable, Bermuda or any political subdivision or taxing authority thereof or therein having the power to tax (a “"Taxing Jurisdiction”Authority"), or any change in the application or official interpretation of such laws, including any action taken by a taxing authority laws or a holding by a court of competent jurisdiction (regardless of whether such action or such holding is with respect to the Company or Guarantor), regulations which amendment or change is announced or becomes effective after the date the Offered Securities Notes are issued, the Guarantor Company or the Company Tyco has become, become or there is a material probability that it will become, become obligated to pay Additional Amounts Amounts, on the next date on which any amount would be payable with respect to the Securities of such seriesNotes, and such obligation cannot be avoided by the use of commercially reasonable measures available to Guarantor the Company or the CompanyTyco, as the case may be; , provided, however, that (a) no such notice of redemption may be given earlier than 90 60 days prior to the earliest date on which Guarantor the Company or the CompanyTyco, as the case may be, would be obligated to pay such Additional Amounts, and (b) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. Prior to the giving of any notice of redemption described in this paragraph, the Company or the Guarantor, as the case may be, shall deliver to the Trustee (i)(Ai)(I) a certificate signed by two Officers directors of the Company stating that the obligation to pay Additional Amounts cannot be avoided by the Company taking commercially reasonable measures available to it or (BII) a certificate signed by two Officers executive officers of the Guarantor Tyco stating that the obligation to pay Additional Amounts cannot be avoided by Guarantor Tyco taking commercially reasonable measures available to it, as the case may be, and (ii) a written opinion of independent legal counsel to the Guarantor Company or the CompanyTyco, as the case may be, of recognized standing to the effect that the Company or Tyco, as the case may be, has or there is a material probability that it will become obligated to pay Additional Amounts as a result of a change, amendment, official interpretation or application described above and that the Guarantor Company or the CompanyTyco, as the case may be, cannot avoid the payment of such Additional Amounts by taking commercially reasonable measures available to it.

Redemption Upon Changes in Withholding Taxes. The Offered Securities This Note, the/any [Unrestricted Global Note] [Regulation S Global Note] [Restricted Global Note] and/or the [Unrestricted Global Note] [Regulation S Global Note] [Restricted Global Note] may also be redeemedredeemed together, as a in whole but not in part, at the option election of the CompanyIssuer, upon not less than 30 nor more than 90 days 60 days’ notice (which notice shall be irrevocable)irrevocable and given in accordance with the procedures described in Section 12.01 of the Indenture, at a redemption price the Redemption Price equal to 100% of the their principal amount thereofamount, together with plus accrued and unpaid interest, if any, any to the redemption date and Additional Amounts (as defined in Section 3.2)Redemption Date if, if any, if as a result of (a) any amendment to, or change in, the laws or regulations of Switzerland or the United States, as applicable, treaties (or any political subdivision thereof regulations or therein having rulings promulgated thereunder) of any Relevant Taxing Jurisdiction which becomes effective on or after the power to tax date of the Indenture or (a “Taxing Jurisdiction”), or b) any change which becomes effective on or after the date of the Indenture in the application official application, official administration, or official interpretation of such laws, treaties, regulations or rulings (including any action taken by virtue of a taxing authority holding, judgment or a holding order by a court of competent jurisdiction jurisdiction) of any Relevant Taxing Jurisdiction (regardless each of whether such action the foregoing clauses (a) and (b), a “Change in Tax Law”), the Issuer would be obligated to pay, on the next date for any payment and as a result of that amendment or such holding is change, Additional Amounts (as described above in paragraph 2) with respect to the Company or Guarantor)Relevant Taxing Jurisdiction, which amendment or change is announced or becomes effective after the date Issuer cannot avoid by the Offered Securities are issueduse of reasonable measures available to the Issuer, then the Issuer may, at its option, redeem all, but not less than all, of the Notes, at any time thereafter, upon not less than 30 nor more than 60 days’ notice, which notice shall be given in accordance with the procedures of Section 12.01 of the Indenture, at a redemption price of 100% of the principal amount, plus accrued and unpaid interest, if any, to the redemption date. Prior to the giving of any notice of the redemption described in this paragraph, the Guarantor or Issuer will deliver to the Company has become, or there is a material probability Trustee and the Paying Agent: (a) an Officer’s Certificate stating that it will become, obligated the obligation to pay such Additional Amounts on the next date on which any amount would be payable with respect to the Securities of such series, and such obligation cannot be avoided by the use of commercially Issuer’s taking reasonable measures available to Guarantor it; and (b) a written opinion of independent tax counsel to the Issuer of recognized standing qualified under the laws of the Relevant Taxing Jurisdiction and reasonably satisfactory to the Trustee to the effect that the Issuer has or the Companywill become obligated to pay such Additional Amounts as a result of a Change in Tax Law. The Trustee will accept such Officer’s Certificate and opinion, as the case may be; provided, however, that delivered in compliance with clauses (a) and (b) above, as sufficient evidence of the satisfaction of the conditions precedent described above, in which event it will be conclusive and binding on the holders. Notwithstanding the foregoing, no such notice of redemption may will be given (a) earlier than 90 days prior to the earliest date on which Guarantor or the Company, as the case may be, Issuer would be obligated obliged to pay make such payment of Additional Amounts, Amounts if a payment in respect of this Note were then due and (b) unless at the time such notice of redemption is given, such the obligation to pay such Additional Amounts remains in effect. Prior The foregoing provisions shall apply mutatis mutandis to any Guarantor (and the related Guarantee) to any successor person, after such successor person becomes a party to the giving of any notice of redemption described Indenture, with respect to a Change in this paragraph, Tax Law occurring after the Company or the Guarantor, as the case may be, shall deliver time such successor person becomes a party to the Trustee (i)(A) a certificate signed by two Officers of the Company stating that the obligation to pay Additional Amounts cannot be avoided by the Company taking commercially reasonable measures available to it or (B) a certificate signed by two Officers of the Guarantor stating that the obligation to pay Additional Amounts cannot be avoided by Guarantor taking commercially reasonable measures available to it, and (ii) a written opinion of independent legal counsel to the Guarantor or the Company, as the case may be, of recognized standing to the effect that the Company has or there is a material probability that it will become obligated to pay Additional Amounts as a result of a change, amendment, official interpretation or application described above and that the Guarantor or the Company, as the case may be, cannot avoid the payment of such Additional Amounts by taking commercially reasonable measures available to itIndenture.

Redemption Upon Changes in Withholding Taxes. The Offered Securities This Note and the other Global Notes may also be redeemedredeemed together, as a in whole but not in part, at the option election of the CompanyIssuers, upon not less than 30 nor more than 90 days 60 days’ notice (which notice shall be irrevocable)irrevocable and given in accordance with the procedures described in Section 13.02 of the Indenture, at a redemption price the Redemption Price equal to 100% of the their principal amount thereofamount, together with plus accrued and unpaid interest, if any, any to the redemption date and Additional Amounts (as defined in Section 3.2)Redemption Date if, if any, if as a result of (a) any amendment to, or change in, the laws (or regulations or rulings promulgated thereunder) of Switzerland or any Relevant Taxing Jurisdiction which is announced and becomes effective after the United StatesIssue Date (or, as applicablewhere such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction at a later date, or any political subdivision thereof or therein having the power to tax after such later date) or, (a “Taxing Jurisdiction”), or b) any change which is announced and becomes effective after the Issue Date (or, where such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction at a later date, after such later date) in the application official interpretation or official interpretation application of such laws, regulations or rulings (including any action taken by virtue of a taxing authority holding, judgment or a holding order by a court of competent jurisdiction jurisdiction) of any Relevant Taxing Jurisdiction (regardless each of whether such action the foregoing clauses (a) and (b), a “Change in Tax Law”), the Issuers would be obligated to pay, on the next date for any payment and as a result of that amendment or such holding is change, Additional Amounts (as described above in Paragraph 2), with respect to the Company or Guarantor)Relevant Taxing Jurisdiction, which amendment or change is announced or becomes effective after the date the Offered Securities are issued, the Guarantor or the Company has become, or there is a material probability that it will become, obligated to pay Additional Amounts on the next date on which any amount would be payable with respect to the Securities of such series, and such obligation Issuers cannot be avoided avoid by the use of commercially reasonable measures available to Guarantor or the Company, as the case may be; provided, however, that (a) no such notice of redemption may be given earlier than 90 days prior to the earliest date on which Guarantor or the Company, as the case may be, would be obligated to pay such Additional Amounts, and (b) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effectIssuers. Prior to the giving of any notice of redemption described in pursuant to this paragraph, the Company or the Guarantor, as the case may be, Issuers shall deliver to the Trustee (i)(Aa) a certificate signed by two Officers of the Company an Officer’s Certificate stating that the obligation to pay Additional Amounts cannot be avoided by the Company Issuers taking commercially reasonable measures available to it or (B) a certificate signed by two Officers of the Guarantor stating that the obligation to pay Additional Amounts cannot be avoided by Guarantor taking commercially reasonable measures available to it, and (iib) a written opinion of independent legal tax counsel to the Guarantor or the Company, as the case may be, Issuers of recognized standing qualified under the laws of the Relevant Taxing Jurisdiction and reasonably satisfactory to the Trustee to the effect that the Company Issuers has or there is a material probability that it will become obligated to pay such Additional Amounts as a result of a changeChange in Tax Law. The Trustee will accept such Officer’s Certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent described above, amendmentwithout further inquiry, official interpretation or application described above in which event it will be conclusive and that binding on Holders of the Guarantor or Notes. Notwithstanding the Companyforegoing, as no such notice of redemption will be given (a) earlier than 90 days prior to the case may be, cannot avoid earliest date on which the Issuers would be obliged to make such payment of such Additional Amounts by taking commercially reasonable measures available if a payment in respect of the Notes were then due and (b) unless at the time such notice is given, the obligation to itpay Additional Amounts remains in effect.

Redemption Upon Changes in Withholding Taxes. The Offered Securities may be redeemedIf, as a whole but not in part, at the option of the Company, upon not less than 30 nor more than 90 days notice (which notice shall be irrevocable), at a redemption price equal to 100% of the principal amount thereof, together with accrued interest, if any, to the redemption date and Additional Amounts (as defined in Section 3.2), if any, if as a result of (i) any amendment to, or change in, the laws (or regulations or rulings promulgated thereunder) of Switzerland any Relevant Taxing Jurisdiction that becomes effective after February 10, 2012, or the United States, as applicable, any jurisdiction in which any Surviving Entity is organized or resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein having the power to tax therein, (a “Taxing Jurisdiction”), ii) or any change in the official application or official interpretation of such the laws, including treaties, regulations or rulings of any action taken by a Relevant Taxing Jurisdiction applicable to the Issuer or any Guarantor, which becomes effective after February 10, 2012, or any jurisdiction in which any Surviving Entity is organized or resident for tax purposes or any political subdivision or taxing authority or a holding by a court of competent jurisdiction (regardless of whether such action agency thereof or such holding is with respect to the Company or Guarantor), which amendment or change is announced or becomes effective after the date the Offered Securities are issuedtherein, the Issuer or any Guarantor or the Company has become, or there is a material probability that it will become, obligated to pay Additional Amounts on the next date on which any amount would be payable with respect to the Securities of such series, and such obligation cannot be avoided by the use of commercially reasonable measures available to Guarantor or the Company, as the case may be; provided, however, that (a) no such notice of redemption may be given earlier than 90 days prior to the earliest date on which Guarantor or the Company, as the case may be, Surviving Entity would be obligated to pay on the next date for any payment and as a result of that amendment or change, Additional Amounts or indemnification payments (as described above in Section 2 of this Note) with respect to the Relevant Taxing Jurisdiction or any jurisdiction in which any Surviving Entity is organized or resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein, that the Issuer or Guarantor or Surviving Entity reasonably determines it cannot avoid by reasonable measures available to the Issuer or such Additional AmountsGuarantor or Surviving Entity, and (b) then the Issuer may redeem all, but not less than all, of the Notes, at any time thereafter, upon not less than 30 nor more than 60 days’ notice delivered to each Holder in accordance with the procedures set forth in the Indenture, at the time such notice Redemption Price equal to 100% of redemption is giventheir principal amount, such obligation plus accrued and unpaid interest, if any, to pay such Additional Amounts remains in effectthe Redemption Date. Prior to the giving of any notice of redemption described in pursuant to this paragraphSection, the Company or the Guarantor, as the case may be, Issuer shall deliver to the Trustee (i)(Aa) a certificate signed by two Officers an officer of the Company Issuer stating that the obligation to pay Additional Amounts or indemnification payments cannot be avoided by the Company Issuer or a Guarantor or Surviving Entity taking commercially reasonable measures available to it or (B) a certificate signed by two Officers of the Guarantor stating that the obligation to pay Additional Amounts cannot be avoided by Guarantor taking commercially reasonable measures available to it, and (iib) a written opinion of independent legal counsel to the Guarantor or the Company, as the case may be, Issuer of recognized standing to the effect that the Company Issuer or a Guarantor or Surviving Entity has or there is a material probability that it will become obligated to pay such Additional Amounts or indemnification payments as a result of a such amendment, change, amendment, official interpretation or application described above. The Issuer will publish a notice of any optional redemption of the Notes described above and that in accordance with the Guarantor provisions of the Indenture described under Section 13.02. No such notice of redemption may be given more than 60 days before or 365 days after the Company, as the case may be, cannot avoid the payment of such Issuer first becomes liable to pay any Additional Amounts by taking commercially reasonable measures available to itAmount or indemnification payments.

Redemption Upon Changes in Withholding Taxes. The Offered Securities This Note and the other Global Notes may also be redeemedredeemed together, as a in whole but not in part, at the option election of the CompanyIssuers, upon not less than 30 10 nor more than 90 days 60 days’ notice (which notice shall be irrevocable)irrevocable and given in accordance with the procedures described in Section 12.02 of the Indenture, at a redemption price the Redemption Price equal to 100% of the their principal amount thereofamount, together with plus accrued and unpaid interest, if anyany to (but excluding) the Redemption Date if, to the redemption date and Additional Amounts (as defined in Section 3.2), if any, if as a result of (a) any amendment to, or change in, the laws (or regulations or rulings promulgated thereunder) of Switzerland or any Relevant Taxing Jurisdiction which is announced and becomes effective after the United StatesAugust 2019 Issue Date (or, as applicablewhere such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction at a later date, or any political subdivision thereof or therein having the power to tax after such later date) or, (a “Taxing Jurisdiction”), or b) any change which is announced and becomes effective after the August 2019 Issue Date (or, where such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction at a later date, after such later date) in the application official interpretation or official interpretation application of such laws, regulations or rulings (including any action taken by virtue of a taxing authority holding, ​ judgment or a holding order by a court of competent jurisdiction jurisdiction) of any Relevant Taxing Jurisdiction (regardless each of whether such action the foregoing sub-clauses (a) and (b), a “Change in Tax Law”), the Issuers would be obligated to pay, on the next date for any payment and as a result of that amendment or such holding is change, Additional Amounts (as described above in paragraph 2), with respect to the Company or Guarantor)Relevant Taxing Jurisdiction, which amendment or change is announced or becomes effective after the date the Offered Securities are issued, the Guarantor or the Company has become, or there is a material probability that it will become, obligated to pay Additional Amounts on the next date on which any amount would be payable with respect to the Securities of such series, and such obligation Issuers cannot be avoided avoid by the use of commercially reasonable measures available to Guarantor or the Company, as the case may be; provided, however, that (a) no such notice of redemption may be given earlier than 90 days prior to the earliest date on which Guarantor or the Company, as the case may be, would be obligated to pay such Additional Amounts, and (b) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effectIssuers. Prior to the giving of any notice of redemption described in pursuant to this paragraphparagraph 7, the Company or the Guarantor, as the case may be, Issuers shall deliver to the Trustee (i)(Aa) a certificate signed by two Officers of the Company an Officer’s Certificate stating that the obligation to pay Additional Amounts cannot be avoided by the Company Issuers taking commercially reasonable measures available to it or (B) a certificate signed by two Officers of the Guarantor stating that the obligation to pay Additional Amounts cannot be avoided by Guarantor taking commercially reasonable measures available to it, and (iib) a written opinion of independent legal tax counsel to the Guarantor or the Company, as the case may be, Issuers of recognized standing qualified under the laws of the Relevant Taxing Jurisdiction and reasonably satisfactory to the Trustee to the effect that the Company Issuers has or there is a material probability that it will become obligated to pay such Additional Amounts as a result of a changeChange in Tax Law. The Trustee will accept such Officer’s Certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent described above, amendmentwithout further inquiry, official interpretation or application described above in which event it will be conclusive and that binding on Holders of the Guarantor or Notes. Notwithstanding the Companyforegoing, as no such notice of redemption will be given (a) earlier than 90 days prior to the case may be, cannot avoid earliest date on which the Issuers would be obliged to make such payment of such Additional Amounts by taking commercially reasonable measures available if a payment in respect of the Notes were then due and (b) unless at the time such notice is given, the obligation to itpay Additional Amounts remains in effect. Any redemption and notice may, in the Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent.

Redemption Upon Changes in Withholding Taxes. The Offered Securities Notes of any series may be redeemed, as a whole but not in part, at the option of the Company, upon not less than 30 10 nor more than 90 days days’ notice (which notice shall be irrevocable), at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to the redemption date and Additional Amounts (as defined in Section 3.21.4(2)), if any, if as a result of any amendment to, or change in, the laws laws, regulations, rulings or regulations treaties of Switzerland or the United StatesStates or other jurisdiction in which the Company or any successor thereof (including a continuing corporation, partnership, limited liability company, joint venture, joint-stock company, association, trust or unincorporated organization formed by a consolidation with the Company, into which the Company is merged, or that acquires or leases all or substantially all of the property and assets of the Company) may be organized, as applicable, or any political subdivision thereof or therein having the power to tax (a “Taxing Jurisdiction”), or any change in the application or official interpretation of such laws, regulations, rulings or treaties, including any action taken by by, or change in the published administrative practice of, a taxing authority or a holding by a court of competent jurisdiction (regardless of whether such action action, change or such holding is with respect to the Company or GuarantorCompany), which amendment or change is announced or becomes effective on or after the date the Offered Securities Notes of such series are issued, the Guarantor or the Company has become, or there is a material probability that it will become, obligated to pay Additional Amounts on the next date on which any amount would be payable with respect to the Securities Notes of such series, and such obligation cannot be avoided by the use of commercially reasonable measures available to Guarantor or the Company, as Company not including substitution of the case may beobligor on the Notes; provided, however, that (a) no such notice of redemption may be given earlier than 90 days prior to the earliest date on which Guarantor or the Company, as the case may be, Company would be obligated obligated, or there is a material probability the Company would otherwise be obligated, to pay such Additional Amounts, and (b) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effectAmount. Prior to the giving publication or, where relevant, mailing (and/or to the extent permitted by applicable procedures or regulations, electronic delivery) of any notice of redemption described in this paragraph, the Company or the Guarantor, as the case may be, shall deliver to the Trustee (i)(Ai) a certificate signed by two Officers an Officer’s Certificate of the Company stating that the obligation to pay Additional Amounts cannot be avoided by the Company taking commercially reasonable measures available to it or (B) a certificate signed by two Officers of the Guarantor stating that the obligation to pay Additional Amounts cannot be avoided by Guarantor taking commercially reasonable measures available to it, as described above, and (ii) a written opinion of independent legal tax counsel to the Guarantor or the Company, as the case may be, Company of recognized standing to the effect that the Company has or there is a material probability that it will become obligated to pay Additional Amounts as a result of a change, amendment, official interpretation or application described above and that the Guarantor or the Company, as the case may be, Company cannot avoid the payment of such Additional Amounts by taking commercially reasonable measures available to itit as described above.

Redemption Upon Changes in Withholding Taxes. (a) The Offered Securities Notes may be redeemed, at the option of the Issuer, as a whole but not in part, at the option of the Company, upon giving not less than 30 10 days’ nor more than 90 days 60 days’ notice to the Holders (which notice shall be irrevocable), at a redemption price equal to 100% of the principal amount thereof, together with ASIA 33951818 35 accrued and unpaid interest, if any, to (but excluding) the date fixed by the Issuer or the Surviving Person, as the case may be, for redemption date and Additional Amounts (as defined in Section 3.2)if, if any, if as a result of of: (1) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of a Relevant Jurisdiction affecting taxation; or (2) any change in, the laws or regulations of Switzerland amendment to, an existing official position, or the United Statesstating of an official position, as applicableregarding the application, administration or any political subdivision thereof or therein having the power to tax (a “Taxing Jurisdiction”), or any change in the application or official interpretation of such laws, regulations or rulings (including any action taken by a taxing authority holding, judgment or a holding order by a court of competent jurisdiction jurisdiction), which change, amendment, application or interpretation is proposed and becomes effective or, in the case of an official positions, is announced, on or after (regardless of whether such action or such holding is i) with respect to the Company or Guarantor)Issuer, which amendment or change is announced or becomes effective after the date the Offered Securities are issuedof this Indenture or (ii) with respect to any Surviving Person, the Guarantor date such Surviving Person becomes a Surviving Person with respect to any payment due or to become due under the Notes or this Indenture, the Issuer or the Company has becomeSurviving Person, as the case may be, is, or there is a material probability that it will becomeon the next interest payment date would be, obligated required to pay Additional Amounts on the next date on which any amount would be payable with respect to the Securities of such seriesAmounts, and such obligation requirement cannot be avoided by the use of commercially reasonable measures available to Guarantor Issuer or the CompanySurviving Person, as the case may be, taking reasonable measures available to it; provided that changing the jurisdiction of incorporation of the Issuer or any Subsidiary shall not be considered a reasonable measure; and provided, howeverfurther, that (a) no such notice of redemption may shall be given earlier than 90 days prior to the earliest date on which Guarantor the Issuer or the CompanySurviving Person, as the case may be, would be obligated to pay such Additional Amounts, Amounts if a payment in respect of the Notes were then due and (b) unless at the time such notice of redemption is given, such the obligation to pay such Additional Amounts remains in effect. . (b) Prior to the giving delivery of any notice of redemption described in this paragraphof the Notes pursuant to the foregoing, the Company Issuer or the GuarantorSurviving Person, as the case may be, shall deliver to the Trustee Trustee: (i)(A1) a certificate signed by two Officers of the Company an Officer’s Certificate stating that such change or amendment referred to in the obligation to pay Additional Amounts prior paragraph has occurred, describing the facts related thereto and stating that such requirement cannot be avoided by the Company taking commercially reasonable measures available to it or (B) a certificate signed by two Officers of the Guarantor stating that the obligation to pay Additional Amounts cannot be avoided by Guarantor taking commercially reasonable measures available to it, and (ii) a written opinion of independent legal counsel to the Guarantor Issuer or the CompanySurviving Person, as the case may be, taking reasonable measures available to it; and (2) an Opinion of Counsel of recognized international standing to the effect that the Company has or there is a material probability that it will become obligated requirement to pay Additional Amounts as a result of a change, amendment, official interpretation or application described above and that the Guarantor or the Company, as the case may be, cannot avoid the payment of such Additional Amounts by taking commercially reasonable measures available results from the circumstances referred to itin the prior paragraph. (c) The Trustee shall accept such certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent described above, in which event it shall be conclusive and binding on the Holders.

Redemption Upon Changes in Withholding Taxes. The Offered Securities may be redeemedIssuer is entitled to redeem the Notes, at its option, at any time as a whole but not in part, at the option of the Company, upon not less than 30 15 nor more than 90 days notice (which notice shall be irrevocable)60 days’ notice, at a redemption price equal to 100% of the principal amount thereof, together with plus accrued interest, and unpaid interest (if any, ) to the date of redemption (subject to the right of Holders of record on the relevant record date and Additional Amounts (as defined in Section 3.2to receive interest due on the relevant interest payment date), if any, if as a result of any amendment to, or change in, the laws or regulations of Switzerland or the United States, as applicable, or any political subdivision thereof or therein having the power to tax (a “Taxing Jurisdiction”), or any change in the application event the Issuer has become or official interpretation of such laws, including any action taken by a taxing authority or a holding by a court of competent jurisdiction (regardless of whether such action or such holding is with respect to the Company or Guarantor), which amendment or change is announced or becomes effective after the date the Offered Securities are issued, the Guarantor or the Company has become, or there is a material probability that it will become, would become obligated to pay Additional Amounts pay, on the next date on which any amount would be payable with respect to the Securities Notes, any Additional Amounts as a result of: (a) a change in or an amendment to the laws (including any regulations promulgated thereunder) of any Relevant Taxing Jurisdiction (or any political subdivision or taxing authority thereof or therein) or (b) any change in or amendment to any official position regarding the application or interpretation of such serieslaws or regulations, which change or amendment is announced or becomes effective on or after September 21, 2021 (or, if a jurisdiction becomes a Relevant Taxing Jurisdiction after such date, after the date on which such jurisdiction became a Relevant Taxing Jurisdiction under the Indenture) and such obligation cannot be avoided by the use of commercially taking reasonable measures available to Guarantor the Issuer or the CompanyNote Guarantors, as individually or together (including, for the case may be; providedavoidance of doubt, however, that (a) no such the appointment of a new Paying Agent where this would be reasonable). Before the Issuer publishes or gives notice of redemption may be given earlier than 90 days prior to of the earliest date on which Guarantor or the Company, Notes as the case may be, would be obligated to pay such Additional Amounts, and (b) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. Prior to the giving of any notice of redemption described in this paragraphabove, the Company or the Guarantor, as the case may be, shall Issuer will deliver to the Trustee (i)(A) a certificate signed by two Officers of an Officers’ Certificate to the Company stating effect that the Issuer cannot avoid its obligation to pay Additional Amounts cannot be avoided by the Company taking commercially reasonable measures available to it or (B) a certificate signed by two Officers of the Guarantor stating that the obligation to pay Additional Amounts cannot be avoided by Guarantor taking commercially reasonable measures available to it, and (ii) a written . The Issuer will also deliver an opinion of independent legal counsel to the Guarantor or the Company, as the case may be, of recognized standing to the effect stating that the Company has or there is a material probability that it will become Issuer would be obligated to pay Additional Amounts as a result of a change, amendment, official interpretation change in tax laws or application described above and that the Guarantor regulations or the Company, as the case may be, cannot avoid the payment application or interpretation of such Additional Amounts by taking commercially reasonable measures available to itlaws or regulations. The Trustee will accept such Officers’ Certificate and opinion of counsel as sufficient evidence of the existence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on the Holders.