Tyco International (TYC)

Section 2.07         Fees.

(a)           Facility Fee.  The Borrower shall pay to the Administrative Agent, for the account of each Lender in accordance with its Applicable Percentage, a facility fee at a rate per annum equal to the applicable rate per annum set forth on the Pricing Grid times the aggregate

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stated amount of the Letters of Credit at any time prior to the Maturity Date computed in accordance with Section 2.08.  The Facility Fee shall be payable in arrears on June 30, 2007, September 30, 2007 and the Maturity Date (and if applicable, thereafter, on demand).

(b)           Agent’s Fees.  The Borrower shall pay to the Administrative Agent for its own account such fees as may from time to time be separately agreed between the Borrower and the Administrative Agent.

(c)           Additional Fees.  The Borrower shall pay to the L/C Issuer for its own account such fees as may from time to time be separately agreed between the Borrower and the L/C Issuer.

Section 2.10         Fees.

(a)           The Borrower agrees to pay to the Administrative Agent for the account of each Lender a facility fee, which shall accrue on the daily amount of the then applicable Commitment of such Lender (whether used or unused) during the period from and including the date that is 90 days following the Closing Date to but excluding the Maturity Date, at the rate per annum set forth on the Pricing Grid opposite the reference to the applicable Index Debt Rating under the heading “Applicable Facility Fee Rate” (the “Facility Fee”); provided that, if such Lender continues to have any Credit Exposure after the Maturity Date, then such Facility Fee shall continue to accrue on the daily amount of such Lender’s Credit Exposure from and including the Maturity Date to but excluding the date on which such Lender ceases to have any Credit Exposure.  Facility Fees accrued through and including the last Business Day of March, June, September and December of each year shall be payable on each such last day, commencing on the first such date to occur after the date that is 90 days following the Closing Date; provided that all such fees shall be payable on the Maturity Date and any such fees accruing after the Maturity Date shall be payable on demand.

(b)           The Borrower agrees to pay to the Administrative Agent and the Global Coordinators, for their own accounts, the fees payable in the amounts and at the times agreed in the Fee Letters.  Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

(c)           All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, in the case of Facility Fees, to the Lenders.  Fees paid shall not be refundable under any circumstances.

Section 2.10         Fees.

(a)           The Borrower agrees to pay to the Administrative Agent for the account of each Lender a facility fee, which shall accrue on the daily amount of the then applicable Commitment of such Lender (whether used or unused) during the period from and including the date that is 90 days following the Closing Date to but excluding the Maturity Date, at the rate per annum set forth on the Pricing Grid opposite the reference to the applicable Index Debt Rating under the heading “Applicable Facility Fee Rate” (the “Facility Fee”); provided that, if such Lender continues to have any Credit Exposure after the Maturity Date, then such Facility Fee shall continue to accrue on the daily amount of such Lender’s Credit Exposure from and including the Maturity Date to but excluding the date on which such Lender ceases to have any Credit Exposure.  Facility Fees accrued through and including the last Business Day of March, June, September and December of each year shall be payable on each such last day, commencing on the first such date to occur after the date that is 90 days following the Closing Date; provided that all such fees shall be payable on the Maturity Date and any such fees accruing after the Maturity Date shall be payable on demand.

(b)           The Borrower agrees to pay to the Administrative Agent and the Global Coordinators, for their own accounts, the fees payable in the amounts and at the times agreed in the Fee Letters.  Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

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(c)           All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, in the case of Facility Fees, to the Lenders.  Fees paid shall not be refundable under any circumstances.

Section 2.10         Fees.

(a)           The Borrower agrees to pay to the Administrative Agent for the account of each Lender a facility fee, which shall accrue on the daily amount of the then applicable Commitment of such Lender (whether used or unused) during the period from and including the date that is 90 days following the Closing Date to but excluding the Maturity Date, at the rate per annum set forth on the Pricing Grid opposite the reference to the applicable Index Debt Rating under the heading “Applicable Facility Fee Rate” (the “Facility Fee”); provided that, if such Lender continues to have any Credit Exposure after the Maturity Date, then such Facility Fee shall continue to accrue on the daily amount of such Lender’s Credit Exposure from and including the Maturity Date to but excluding the date on which such Lender ceases to have any Credit Exposure.  Facility Fees accrued through and including the last Business Day of March, June, September and December of each year shall be payable on each such last day, commencing on the first such date to occur after the date that is 90 days following the Closing Date; provided that all such fees shall be payable on the Maturity Date and any such fees accruing after the Maturity Date shall be payable on demand.

(b)           The Borrower agrees to pay to the Administrative Agent and the Global Coordinators, for their own accounts, the fees payable in the amounts and at the times agreed in the Fee Letters.  Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

(c)           All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, in the case of Facility Fees, to the Lenders.  Fees paid shall not be refundable under any circumstances.