Common use of Calculation of Principal Amount of Securities Clause in Contracts

Calculation of Principal Amount of Securities. In determining whether the Holders of the required percentage of the principal amount of Notes have concurred in any direction, waiver, consent or action, such percentage shall be calculated, on the relevant date of determination, by dividing (x) the principal amount, as of such date of determination, of Notes then outstanding, the Holders of which have so concurred by (y) the aggregate principal amount, as of such date of determination, of the Notes then outstanding, in each case, as determined in accordance with this Section, Section 2.10 and Section 2.11 of this Indenture. For the purposes of this section, the aggregate principal amount of the Notes then outstanding, at any date of determination, shall be the sum of (a) the principal amount of the U.S. Dollar Equivalent of euro dollar-denominated Notes then outstanding at such date of determination, plus (b) the principal amount of U.S. dollar-denominated Notes then outstanding at such date of determination. Any such calculation made pursuant to this Section 2.15 shall be made by the Calculation Agent and shall, in the absence of gross negligence, willful misconduct or manifest error, be final and binding on all parties. For the avoidance of doubt, the Calculation Agent shall not be responsible for determining the aggregate principal amount of Notes then outstanding, the Holders of which have concurred in any such determination, waiver, consent or action, but may conclusively rely on an Officers’ Certificate of the Company (or during the continuance of an Event of Default, any such other party conducting such determination, waiver, consent or action) as to such information.