Common use of Calculations and Adjustments Clause in Contracts

Calculations and Adjustments. Following any calculation, adjustment or other determination made by Seller, the Calculation Agent, the Hedging Party or a Determining Party hereunder, within five Local Business Days of receipt of Counterparty’s written request (which may be by electronic mail), Seller, the Calculation Agent, the Hedging Party or the Determining Party, as the case may be, will provide by electronic mail to Counterparty a written statement showing, in reasonable detail (and, if practicable, in a commonly used file format for the storage and manipulation of financial data), such calculation, adjustment or other determination and the basis therefor (including any quotations, market data and information from internal or external sources used in making such calculation, adjustment or other determination), it being understood that Dealer (in any capacity) shall have no obligation to disclose proprietary or confidential information or models; provided that in the case of determinations that are not calculations or adjustments, such a statement shall be required only to the extent that such a statement is reasonably necessary to show such determination or the basis therefor because such determination or basis is not apparent, and such a statement shall not be required where such determination is at Seller’s (in any capacity) sole election or discretion. All calculations, adjustments and determinations made by Seller hereunder, whether as Calculation Agent, as Determining Party, as Hedging Party or following the occurrence of an Early Termination Date, shall be made in good faith, and all such calculations and adjustments shall be made in a commercially reasonable manner taking into account and reflecting the effect of any commercially reasonable Hedge Positions acquired, established, re-established, substituted, maintained, unwound, adjusted or disposed of by Seller in connection with the relevant event. Following the occurrence of an Event of Default or Potential Event of Default with respect to Seller, and while such event is continuing, Counterparty shall have the right to designate a nationally recognized third-party dealer in over-the-counter corporate equity derivatives to act as the Calculation Agent.

Calculations and Adjustments. Following The performance of any calculationcalculations to be made hereunder shall be the sole obligation of the Company, adjustment or other and the Purchase Contract Agent shall have no obligation to make such calculations. These calculations include, but are not limited to, determination made by Sellerof the applicable Settlement Rate, the Calculation AgentFixed Settlement Rates, the Hedging Party or a Determining Party hereunder, within five Local Business Days of receipt of Counterparty’s written request (which may be by electronic mail), SellerEarly Settlement Rate, the Calculation AgentEarly Mandatory Settlement Rate, the Hedging Party or Merger Redemption Rate, the Determining PartyFundamental Change Early Settlement Rate, the Applicable Market Value, the Redemption Market Value, the Market Value and the Daily VWAP, as the case may be, will provide by electronic mail to Counterparty a written statement showing, in reasonable detail (and, if practicable, in a commonly used file format for the storage and manipulation of financial data), such calculation, adjustment or other determination and the basis therefor (including any quotations, market data and information from internal or external sources used in making such calculation, adjustment or other determination), it being understood that Dealer (in any capacity) shall have no obligation to disclose proprietary or confidential information or models; provided that in the case of determinations that are not calculations or adjustments, such a statement shall be required only to the extent that such a statement is reasonably necessary to show such determination or the basis therefor because such determination or basis is not apparent, and such a statement shall not be required where such determination is at Seller’s (in any capacity) sole election or discretion. All calculations, adjustments and determinations such calculations made by Seller hereunder, whether as Calculation Agent, as Determining Party, as Hedging Party the Company or following the occurrence of an Early Termination Date, its agent hereunder shall be made in good faithfaith and, absent manifest error, shall be final and binding on the Purchase Contract Agent, the Trustee, each Paying Agent and the Holders. For any calculations to be made by the Company or its agent hereunder, the Company shall provide a schedule of such calculations to the Purchase Contract Agent and the Trustee, and all such calculations each of the Purchase Contract Agent and adjustments the Trustee shall be made in a commercially reasonable manner taking into account entitled to conclusively rely upon the accuracy of the calculations by the Company or its agent without independent verification, shall have no liability with respect thereto and reflecting shall have no liability to the effect Holders for any loss any of any commercially reasonable Hedge Positions acquired, established, re-established, substituted, maintained, unwound, adjusted or disposed of by Seller them may incur in connection with no independent verification having been done. Furthermore, the relevant event. Following the occurrence of an Event of Default Purchase Contract Agent shall not be under any duty or Potential Event of Default responsibility to determine whether any facts exist which may require any adjustment hereunder, or with respect to Sellerthe nature or extent of any such adjustment when made, and while such event is continuing, Counterparty shall have or with respect to the right to designate a nationally recognized third-party dealer in over-the-counter corporate equity derivatives to act as the Calculation Agentmethod employed.

Calculations and Adjustments. Following any calculation, adjustment or other determination made by Seller, the Calculation Agent, the Hedging Party or a the Determining Party hereunder, within five Local Business Days of receipt of CounterpartyIssuer’s written request (which may be by electronic mail), Seller, the Calculation Agent, the Hedging Party or the Determining Party, as the case may be, will provide by electronic mail to Counterparty Issuer a written statement showing, in reasonable detail (and, if practicable, in a commonly used file format for the storage and manipulation of financial data), such calculation, adjustment or other determination and the basis therefor (including any quotations, market data and information from internal or external sources used in making such calculation, adjustment or other determination), it being understood that Dealer (in any capacity) shall have no obligation to disclose proprietary or confidential information or models; provided that in the case of determinations that are not calculations or adjustments, such a statement shall be required only to the extent that such a statement is reasonably necessary to show such determination or the basis therefor because such determination or basis is not apparent, and such a statement shall not be required where such determination is at Seller’s (in any capacity) sole election or discretion. All calculations, adjustments and determinations made by Seller hereunder, whether as the Calculation Agent, as Determining Party, as or Hedging Party or following the occurrence of an Early Termination Date, shall be made in good faith, and all such calculations and adjustments shall be made in a commercially reasonable manner taking into account and reflecting the effect of any commercially reasonable Hedge Positions acquired, established, re-established, substituted, maintained, unwound, adjusted or disposed of by Seller Dealer in connection with the relevant event. Following the occurrence of an Event of Default or Potential Event pursuant to Section 5(a)(vii) of Default the Agreement with respect to Sellerwhich Dealer is the sole Defaulting Party, and while such event is continuing, Counterparty Issuer shall have the right to designate a nationally recognized third-party dealer in over-the-counter corporate equity derivatives to act act, during the period commencing on the date such Event of Default occurred and ending on the Early Termination Date with respect to such Event of Default, as the Calculation Agent.

Calculations and Adjustments. Following any calculation, adjustment or other determination made by Seller, the Calculation Agent, the Hedging Party or a Determining Party hereunder, within five Local Business Days of receipt of Counterparty’s written request (which may be by electronic mail), Seller, the Calculation Agent, the Hedging Party or the Determining Party, as the case may be, will provide by electronic mail to Counterparty a written statement showing, in reasonable detail (and, if practicable, in a commonly used file format for the storage and manipulation of financial data), such calculation, adjustment or other determination and the basis therefor (including any quotations, market data and information from internal or external sources used in making such calculation, adjustment or other determination), it being understood that Dealer (in any capacity) shall have no obligation to disclose proprietary or confidential information or models; provided that in the case of determinations that are not calculations or adjustments, such a statement shall be required only to the extent that such a statement is reasonably necessary to show such determination or the basis therefor because such determination or basis is not apparent, and such a statement shall not be required where such determination is at Seller’s (in any capacity) sole election or discretion. All calculations, adjustments and determinations made by Seller hereunder, whether as Calculation Agent, as Determining Party, as Hedging Party or following the occurrence of an Early Termination Date, shall be made in good faith, and all such calculations and adjustments shall be made in a commercially reasonable manner taking into account and reflecting the effect of any commercially reasonable Hedge Positions acquired, established, re-established, substituted, maintained, unwound, adjusted or disposed of by Seller in connection with the relevant event. Following the occurrence of an Event of Default or Potential Event pursuant to Section 5(a)(vii) of Default the Agreement with respect to Seller, and while such event which Seller is continuingthe Defaulting Party, Counterparty shall have the right to designate a nationally recognized third-party dealer in over-the-counter corporate equity derivatives to act act, during the period commencing on the date such Event of Default occurred and ending on the Early Termination Date with respect to such Event of Default, as the Calculation Agent.

Calculations and Adjustments. Following any calculation, adjustment or other determination made by Seller, the Calculation Agent, the Hedging Party Agent or a Determining Party hereunder, within five Local Business Days of receipt of Counterparty’s promptly upon a written request (which may be by electronic mail)from Issuer, Seller, the Calculation Agent, the Hedging Party Agent or the Determining Party, as the case may be, will provide by electronic mail to Counterparty Issuer a written statement showing, in reasonable detail (and, if practicable, in a commonly used file format for the storage and manipulation of financial data)detail, such calculation, adjustment or other determination and the basis therefor (including any quotations, market data and information from internal or external sources used in making such calculation, adjustment or other determination), it being understood that Dealer MSCO (in any capacity) shall have no obligation to disclose proprietary or confidential information or models; provided that in the case of determinations that are not calculations or adjustments, such a statement shall be required only to the extent that such a statement is reasonably necessary to show such determination or the basis therefor because such determination or basis is not apparent, and such a statement shall not be required where such determination is at Seller’s (in any capacity) sole election or discretion. All calculations, adjustments and determinations made by Seller hereunder, whether as Calculation Agent, as Determining Party, as Hedging Party or following the occurrence of an Early Termination Date, shall be made in good faith, and all such calculations and adjustments shall be made in a commercially reasonable manner taking into account and reflecting the effect of any commercially reasonable Hedge Positions acquired, established, re-established, substituted, maintained, unwound, adjusted or disposed of by Seller in connection with the relevant eventmanner. Following the occurrence of an Event of Default or Potential Event pursuant to Section 5(a)(vii) of Default the Agreement with respect to Sellerwhich Seller is the Defaulting Party, and while such event is continuing, Counterparty Issuer shall have the right to designate a nationally recognized third-party dealer in over-the-counter corporate equity derivatives to act act, during the period commencing on the date such Event of Default occurred and ending on the Early Termination Date with respect to such Event of Default, as the Calculation Agent.