The Calculation Agent is an affiliate of the Guarantor Sample Clauses

The Calculation Agent is an affiliate of the Guarantor. As the Calculation Agent is an affiliate of the Guarantor, potential conflicts of interest may exist between the Calculation Agent and the purchasers, including with respect to the exercise of the very broad discretionary powers of the Calculation Agent. The Calculation Agent has the authority (i) to determine whether certain specified events and/or matters so specified in the conditions relating to a series of Notes have occurred, and (ii) to determine any resulting adjustments and calculations as described in such conditions. Prospective purchasers should be aware that any determination made by the Calculation Agent may have an impact on the value and financial return of the Notes. Any such discretion exercised by, or any calculation made by, the Calculation Agent (in the absence of manifest or proven error) shall be binding on the relevant Issuer and all purchasers of the Notes. Except to the extent that the Calculation Agent has acted negligently or fraudulently or is in wilful breach of its duties, the Calculation Agent shall not be liable to the Noteholders or any Transaction Counterparty for any expense, loss or damage suffered by or occasioned to them. In any event, the Calculation Agent shall not, under any circumstances, be responsible for indirect or consequential losses, notwithstanding it having been advised of the possibility of such loss.
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