Template:2002 ISDA Equity Derivatives Definitions 12.3(d)

12.2(d) "Modified Calculation Agent Adjustment (Tender Offers)" then, on or after the relevant Tender Offer
Date, the Issuer and the Shares will not change, but the Calculation Agent shall either (i)(A) make such
adjustment to the exercise, settlement, payment or any other terms of the Transaction (including, without
limitation, the spread) as the Calculation Agent determines appropriate to account for the economic
effect on the Transaction of such Tender Offer (including adjustments to account for changes in
volatility, expected dividends, stock loan rate or liquidity relevant to the Shares or to the Transaction),
which may, but need not, be determined by reference to the adjustment(s) made in respect of such Tender
Offer by an options exchange to options on the relevant Shares traded on such options exchange and (B)
determine the effective date of that adjustment, or (ii) if the Calculation Agent determines that no
adjustment that it could make under (i) will produce a commercially reasonable result, notify the parties
that the relevant consequence shall be the termination of the Transaction, in which case "Cancellation
and Payment" will be deemed to apply and any payment to be made by one party to the other shall be
calculated in accordance with Section 12.7, and in respect of an Option Transaction, the Calculation
Agent shall determine the amount of such payment as if "Calculation Agent Determination" applied to
the Option Transaction;