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 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 If a Foreign Successor is, or there is a material probability that it will become, obligated to pay Additional Amounts pursuant to Section 11.02 on the next date on which any amount would be payable with respect to the Securities of any series, and such obligation cannot be avoided by the use of commercially reasonable measures available to the Foreign Successor, then the Securities may be redeemed, as a whole but not in part, at the option of the Company, upon not less than 30 nor and not 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)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, 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, Foreign Successor 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, Foreign Successor shall deliver to the Trustee (i)(Ai) a certificate signed by two Officers of the Company Foreign Successor 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 Foreign Successor 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, Foreign Successor of recognized standing to the effect that the Company has Foreign Successor is, or there is a material probability that it will become become, obligated to pay Additional Amounts as a result of a change, amendment, official interpretation or application described above pursuant to Section 11.02 and that the Guarantor or the Company, as the case may be, Foreign Successor 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 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 If the Company merges or consolidates with, or sells or conveys substantially all of its assets to, a Foreign Successor (as permitted by Section 1.6 above with respect to the Offered Securities), then the Offered Securities may be redeemed, as a whole but not in part, at the option of the CompanyForeign Successor, 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, under the laws or regulations of Switzerland or the United States, as applicable, or jurisdiction of organization of any political subdivision thereof or therein having the power to tax Foreign Successor (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 GuarantorForeign Successor), which amendment or change is announced or becomes effective after the date the Offered Securities are issued, the Guarantor or the Company Foreign Successor 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 beForeign Successor; 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, Foreign Successor 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, Foreign Successor shall deliver to the Trustee (i)(Ai) a certificate signed by two Officers of the Company Foreign Successor 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 Foreign Successor 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, Foreign Successor of recognized standing to the effect that the Company Foreign Successor 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, Foreign Successor cannot avoid the payment of such Additional Amounts by taking commercially reasonable measures available to it.. Fifth Supplemental Indenture

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 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 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 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 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 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 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 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 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 Subject to the further provisions of this Section 3.09, the Issuer at its option may be redeemedat any time redeem all, as a whole but not in partless than all, at the option of the CompanySenior Notes (or in the event that the Senior Notes are in the form of Definitive Registered Senior Notes, all, but not less than all, of the affected Definitive Registered Senior Notes) in cash at 100% of the principal amount of such Senior Notes, plus accrued and unpaid interest thereon and Additional Amounts, if any, to the Repayment Date, upon not less than 30 nor more than 90 days notice (which notice shall be irrevocable)60 days' notice. This right of redemption applies only if, 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 (including any regulations or regulations rulings thereunder) of Switzerland England and Wales (including any European Union law or directive that has the United Stateseffect of law in England and Wales) or any other jurisdiction in which the Issuer is organized, as applicableengaged in business, resident for Tax purposes or generally subject to Tax, or of any political subdivision thereof or therein having Taxing Authority of or in any of the power to tax foregoing (any of the aforementioned being a “Taxing Jurisdiction”"TAXING JURISDICTION"), or any amendment to or change in any official position concerning the administration, application or official interpretation interpretations of such laws, laws or regulations (including any action taken by a taxing authority or a holding judgment by a court of competent jurisdiction (regardless of whether such action or such holding is with respect to the Company or Guarantorjurisdiction), which amendment or change is announced and effective on or becomes effective after the date the Offered Securities are issuedIssue Date, the Guarantor or Issuer satisfies the Company has become, or there is a material probability Trustee immediately before giving any notice referred to above that it has become or will become, become obligated to pay Additional Amounts pursuant to Section 4.37 (Additional Amounts) which are more than a de minimis amount (as determined by the Issuer in its reasonable judgment) on the next date on which any amount would be payable with respect to such Senior Notes and the Securities of such series, and Issuer determines in good faith that such obligation cannot be avoided by the use of commercially reasonable measures available to Guarantor the Issuer (including, without limitation, by changing the jurisdiction from which or the Company, as the case may be; provided, however, that (a) no through which payments on such Senior Notes are made). No such notice of redemption may be given earlier than 90 45 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 AmountsAmounts were a payment in respect of the Senior Notes then due. The Issuer may give such notice only if, and (b) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. Prior Immediately prior to the giving of any notice of redemption described in this paragraphabove, the Company or the Guarantor, as the case may be, Issuer shall deliver to the Trustee (i)(A1) a certificate signed by two Officers of the Company an Officers' Certificate stating that the obligation Issuer is entitled to pay Additional Amounts cannot be avoided by elect to effect such redemption and setting forth a statement of facts showing that the Company taking commercially reasonable measures available conditions precedent to it or (B) a certificate signed by two Officers the right of the Guarantor stating that the obligation Issuer so to pay Additional Amounts cannot be avoided by Guarantor taking commercially reasonable measures available elect to it, redeem have occurred and (ii2) a written opinion an Opinion of independent legal counsel Outside Counsel qualified under the laws of the relevant Taxing Jurisdiction in form and substance reasonably satisfactory to the Guarantor or the Company, as the case may be, of recognized standing 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 change, amendment, official interpretation such amendment or application described above change 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. The Trustee shall be entitled to accept such certificate and opinion as sufficient evidence of the satisfaction of the circumstances referred to above, in which event they shall be conclusive and binding on the holders of the Senior Notes.

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 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 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 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. 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 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 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 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 or regulations rulings of Switzerland Luxembourg, Ireland 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 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 a 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 CompanyGuarantor, 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 the Company or the CompanyGuarantor, 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 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 or 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 or directors 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 Companysuch Guarantor, as the case may be, 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 Additional Amounts as a result of a change, amendment, official interpretation or application described above and that the Guarantor Company or the Companysuch Guarantor, 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 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 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 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 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. 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 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 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 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 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 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 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 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 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 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 may be redeemedIf, as a whole result of any amendment after to, or change in, the laws (or regulations or rulings promulgated thereunder) of any Relevant Taxing Jurisdiction which becomes effective after September 5, 2012, 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, or any change in the official application or official interpretation of the laws, treaties, regulations or rulings of any Relevant Taxing Jurisdiction applicable to the Issuer, which becomes effective after September 5, 2012, 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, the Issuer or any 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 Paragraph 2), 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 in partless than all, of the Notes, at the option of the Companyany time thereafter, upon not less than 30 nor more than 90 days 60 days’ notice (which notice shall be irrevocable)delivered to each Holder in accordance with the procedures set forth in 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, 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 effectRedemption 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 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 Issue Price plus accrued interest, if any, Original Issue Discount 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 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 are issued, the Guarantor Company or the Company Guarantor 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 seriesSecurities, 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 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 shall deliver to the Trustee (i) an Officer's Certificate of 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 or the Guarantor 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 an Opinion of independent legal counsel to the Guarantor or the Company, as the case may be, Counsel 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 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 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 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 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 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), 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 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 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 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 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 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 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 may be redeemed, as a whole but not in part, at the option of the CompanyIssuer, 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 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 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 CompanyIssuer, 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 CompanyIssuer, 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 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 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 CompanyIssuer, as the case may be, 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 CompanyIssuer, 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 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 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 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. 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 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 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 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.