Consent to Commitment Increase dated March 23, 2018, with respect to the Multi-Year Senior Unsecured Credit Agreement dated as of March 10, 2016 (as amended or modified from time to time) among Tyco International Holding S. r.l., the lenders party thereto and Citibank, N.A., as administrative agent for the lenders

    

Citibank, N.A.,

as Administrative Agent

1615 Brett Road, Building #3

New Castle, Delaware 19720

Attention:     Bank Loan Syndications Department

Ladies and Gentlemen:

Reference is made to the Multi-Year Senior Unsecured Credit Agreement dated as of March 10, 2016 (as amended or modified from time to time, the “Credit Agreement”) among Tyco International Holding S.à r.l., a private limited liability company incorporated under the laws of Luxembourg (the “Borrower”), the Lenders (as defined in the Credit Agreement) party thereto and Citibank, N.A., as administrative agent for the Lenders (the “Administrative Agent”). Terms defined in the Credit Agreement are used herein with the same meaning unless otherwise defined herein, and all references to Sections herein are references to Sections of the Credit Agreement.

Pursuant to Section 2.15 of the Credit Agreement, the Borrower delivered to the Administrative Agent a Commitment Increase Notice dated as of March 1, 2018 (the “Commitment Increase Notice”), requesting that the aggregate amount of the Commitments be increased, and, subject to the terms and conditions of this consent (this “Consent”), the Borrower and the Lenders party hereto hereby agree to increase the aggregate amount of the Commitments to $1,250,000,000.

Each Lender executing this Consent agrees to increase its Commitment to the amount so indicated on the attached Schedule I. This agreement to increase the Commitments is subject in all respects to the terms of the Credit Agreement and is irrevocable.

The increase of Commitments shall become effective as of the date first above written when, and only when, the Administrative Agent shall have received counterparts of this Consent executed by the Borrower and each of the Increasing Lenders. The increase of Commitments is further subject to the delivery to the Administrative Agent of (a) a certified copy of resolutions of the board of managers of the Borrower approving the Commitment Increase and (b) a certificate of the Borrower (which may take the form of the certifications set forth in the Commitment Increase Notice) certifying that as of the date of this Consent (i) the representations and warranties of the Borrower set forth in Article III of the Credit Agreement or any other Loan Document, or which are contained in any certificate or notice delivered at any time by the Borrower under or in connection therewith, and the representations and warranties of each Subsidiary Guarantor set forth in Article III of its Subsidiary Guaranty, were true and correct in all material respects on and as of the date of the Commitment Increase Notice and are true and correct in all material respects on the Increase Date, before and after giving effect to the Commitment Increase, or, if any such representation or warranty was made as of a specific date, such representation and warranty was

true and correct in all material respects on and as of such date and (ii) at the time of and immediately after giving effect to the Commitment Increase, no Default shall have occurred and be continuing.

This Consent may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Consent by facsimile or electronic communication (.pdf file) shall be effective as delivery of a manually executed counterpart of this Consent.

This Consent shall be governed by, and construed in accordance with, the laws of the State of New York.

IN WITNESS WHEREOF, the parties hereto have caused this Consent to be executed by their respective officers thereunto duly authorized, as of the date first above written.

TYCO INTERNATIONAL HOLDING S.À R.L.

By /s/ Peter Schieser

Name: Peter Schieser

Title: General Manager

CITIBANK, N.A., as Administrative Agent

By /s/ Susan M. Olsen

Name: Susan M. Olsen

Title: Vice President

CITIBANK, N.A.

Wells Fargo Bank, National Association

Bank of America, N.A.

BARCLAYS BANK PLC

JPMORGAN CHASE BANK, N.A.

BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH

Commerzbank AG, New York Branch, as a Lender

Title: Associate

Lender’s Incremental Commitment Amount: $10,625,000

Consent to the forgoing Consent:

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK

Title: Director

Lender’s Incremental Commitment Amount: $10,625,000

Consent to the forgoing Consent:

Danske Bank A/S

Lender’s Incremental Commitment Amount: $10,625,000

Consent to the forgoing Consent:

GOLDMAN SACHS BANK USA

Lender’s Incremental Commitment Amount: $10,625,000

Consent to the forgoing Consent:

For and on behalf of

Lender’s Incremental Commitment Amount:        $10,625,000 increase

$53,125,000 total commitment amount

Title: Director

The Bank of New York Mellon

Lender’s Incremental Commitment Amount: $10,625,000

Consent to the forgoing Consent:

The Bank of Tokyo-Mitsubishi UFJ, Ltd.

Lender’s Incremental Commitment Amount: $10,625,000

Consent to the forgoing Consent:

TORONTO DOMINION (TEXAS) LLC

Lender’s Incremental Commitment Amount: $10,625,000

Consent to the forgoing Consent:

U.S. Bank National Association

Lender’s Incremental Commitment Amount: $10,625,000

Consent to the forgoing Consent:

Title: Associate Director

Lender’s Incremental Commitment Amount: $10,625,000

Consent to the forgoing Consent:

BNP PARIBAS

Title: Director

Lender’s Incremental Commitment Amount: $7,500,000

Consent to the forgoing Consent:

DEUTSCHE BANK AG NEW YORK BRANCH

Title: Managing Director

Lender’s Incremental Commitment Amount: $5,625,000

Consent to the forgoing Consent:

Standard Chartered Bank

Lender’s Incremental Commitment Amount: $5,625,000

Consent to the forgoing Consent:

Lender’s Incremental Commitment Amount: $5,625,000

Consent to the forgoing Consent:

WESTPAC BANKING CORPORATION

Lender’s Incremental Commitment Amount: $5,625,000

Schedule I

Commitments