CALCULATION OF ANY ADDITIONAL
AMOUNT OR AMOUNTS TO BE PAID TO IT HEREUNDER AND THE BASIS USED TO DETERMINE
SUCH AMOUNTS AND SUCH CERTIFICATE SHALL BE CONCLUSIVE IN THE ABSENCE OF MANIFEST
ERROR.
IN DETERMINING SUCH AMOUNT, SUCH LENDER OR THE ADMINISTRATIVE AGENT MAY
USE ANY REASONABLE AVERAGING AND ATTRIBUTION METHODS.
IN ANY SUCH CERTIFICATE
CLAIMING COMPENSATION UNDER SECTION 9.03(B), SUCH LENDER SHALL CERTIFY THAT THE
CLAIM FOR ADDITIONAL AMOUNTS REFERRED TO THEREIN IS GENERALLY CONSISTENT WITH
SUCH LENDER'S TREATMENT OF SIMILARLY SITUATED CUSTOMERS OF SUCH LENDER WHOSE
TRANSACTIONS WITH SUCH LENDER ARE SIMILARLY AFFECTED BY THE CHANGE IN
CIRCUMSTANCES GIVING RISE TO SUCH PAYMENT, BUT SUCH LENDER SHALL NOT BE REQUIRED
TO DISCLOSE ANY CONFIDENTIAL OR PROPRIETARY INFORMATION THEREIN.
THIS
SECTION SHALL NOT BE CONSTRUED TO REQUIRE THE ADMINISTRATIVE AGENT OR ANY LENDER
TO MAKE AVAILABLE ITS TAX RETURNS (OR ANY OTHER INFORMATION RELATING TO ITS
TAXES WHICH IT DEEMS CONFIDENTIAL) TO THE BORROWER OR ANY OTHER PERSON.
SECTION 9.07
MITIGATION OBLIGATIONS.
IF ANY LENDER REQUESTS
COMPENSATION UNDER SECTION 9.03, OR IF THE BORROWER IS REQUIRED TO PAY ANY
ADDITIONAL AMOUNT TO ANY LENDER OR ANY GOVERNMENTAL AUTHORITY FOR THE ACCOUNT OF
ANY LENDER PURSUANT TO SECTION 9.05, THEN SUCH LENDER SHALL USE REASONABLE
EFFORTS TO DESIGNATE A DIFFERENT LENDING OFFICE FOR FUNDING OR BOOKING ITS LOANS
HEREUNDER OR TO ASSIGN ITS RIGHTS AND OBLIGATIONS HEREUNDER TO ANOTHER OF ITS
OFFICES, BRANCHES OR AFFILIATES, IF, IN THE JUDGMENT OF SUCH LENDER, SUCH
DESIGNATION OR ASSIGNMENT (I) WOULD ELIMINATE OR REDUCE AMOUNTS PAYABLE PURSUANT
TO SECTION 9.03 OR 9.05, AS THE CASE MAY BE, IN THE FUTURE AND (II) WOULD NOT
SUBJECT SUCH LENDER TO ANY UNREIMBURSED COST OR EXPENSE AND WOULD NOT OTHERWISE
BE DISADVANTAGEOUS TO SUCH LENDER.
THE BORROWER HEREBY AGREES TO PAY ALL
REASONABLE COSTS AND EXPENSES INCURRED BY ANY LENDER IN CONNECTION WITH ANY SUCH
DESIGNATION OR ASSIGNMENT.
ARTICLE X
MISCELLANEOUS
SECTION 10.01
NOTICES.
(A)
EXCEPT IN THE CASE OF NOTICES AND OTHER COMMUNICATIONS EXPRESSLY
PERMITTED TO BE GIVEN BY TELEPHONE OR BY OTHER MEANS OF COMMUNICATION (AND
SUBJECT TO PARAGRAPH (B) BELOW), ALL NOTICES AND OTHER COMMUNICATIONS PROVIDED
FOR HEREIN SHALL BE IN WRITING AND SHALL BE DELIVERED BY HAND OR OVERNIGHT
COURIER SERVICE, MAILED BY CERTIFIED OR REGISTERED MAIL OR SENT BY FACSIMILE OR
ELECTRONIC MAIL, AS FOLLOWS:
(I)
IF TO THE BORROWER
56
Tyco International Group S.A.
17, bd Grande-Duchesse Charlotte
L-1331 Luxembourg
Attn:
Kevin O'Kelly-Lynch
Tel: +352 46-43-40-351
Fax: +352 46-43-51
email: 
with a copy to:
Tyco International Management Company
9 Roszel Rd.
Princeton, NJ
08540
Attention:
General Counsel
Tel:
609-720-4200
Fax:
609-720-4326
(II)
IF TO THE GUARANTOR
Tyco International Ltd.
90 Pitts Bay Road, Second Floor
Pembroke HM 08, Bermuda
Attention: Executive Vice President and General Counsel
Tel:
441-292-8674
FAX: 441-295-9647
(III)
IF TO THE ADMINISTRATIVE AGENT, TO ITS APPLICABLE ADDRESS SET FORTH
ON SCHEDULE 10.01;
and
(IV)
IF TO ANY OTHER LENDER, TO IT AT ITS ADDRESS (OR FACSIMILE NUMBER OR
ELECTRONIC MAIL ADDRESS TELEPHONE NUMBER) SET FORTH