Common use of Method of Adjustment Clause in Contracts

Method of Adjustment. Calculation Agent Adjustment; provided that (i) no adjustment shall be made in connection with a Potential Adjustment Event that would require full or partial Cash Settlement of the Transaction and (ii) no adjustment shall be made that would result in Party B being required to purchase additional Shares for delivery hereunder (it being understood that certain adjustments, including without limitation adjustments for stock splits or stock dividends, will increase the Number of Shares). Extraordinary Events: Consequences of Merger Events: Share-for-Share: Alternative Obligation Share-for-Other: Alternative Obligation Share-for-Combined: Alternative Obligation Composition of Combined Consideration: Not Applicable Tender Offer: Not Applicable Nationalization, Insolvency or Delisting: Negotiated Close-Out; provided that the phrase “, provided that any Physically-settled Transaction will, at the election of either party, become a Transaction to which Cash Settlement is applicable” shall be deleted from Section 12.6(c)(i) of the Equity Definitions. Additional Disruption Events: Change in Law: On or prior to October 1, 2005, Not Applicable. On and after October 1, 2005, Applicable; provided that clause (Y) in the definition thereof in Section 12.9(a)(ii) of the Equity Definitions shall be deleted. Failure to Deliver: Not Applicable Insolvency Filing: Not Applicable Hedging Disruption: Not Applicable Increased Cost of Hedging: Not Applicable Loss of Stock Borrow: Not Applicable Non-Reliance: Applicable Agreements and Acknowledgments Regarding Hedging Activities: Applicable Additional Acknowledgments: Applicable Credit Support Documents: Section 4 shall be a Credit Support Document under the Agreement with respect to Party B. The guarantee described below opposite the caption “Guarantee of Parent” shall be a Credit Support Document under the Agreement with respect to Party A, and Parent shall be a Credit Support Provider in relation to Party A. Guarantee of Parent It shall be a condition to the effectiveness of this Confirmation that Parent has executed a guarantee in substantially the form attached hereto as Annex B. Default Under Specified Transaction: Not Applicable Account Details: Payments to Party A: TBD Payments to Party B: TBD Delivery of Shares to Party A: TBD Office: Party A is not a Multibranch Party; Party B is not a Multibranch Party. Calculation Agent: Party A. The Calculation Agent shall have no responsibility for good faith, non-negligent errors or omissions in any determination under the Transaction; provided that any such errors or omissions shall be corrected promptly once discovered. Calculations and determinations by the Calculation Agent shall be made after consultation with Party B if such consultation is, in the Calculation Agent’s judgment, reasonably practicable (it being understood that such consultation will not be reasonably practicable in connection with some adjustments and determinations required to be made by the Calculation Agent).

Method of Adjustment. Calculation Agent Adjustment; provided that (i) no adjustment if the Calculation Period or any Settlement Valuation Period is suspended or extended hereunder, such suspension or extension shall be made in connection with constitute a Potential Adjustment Event that would require full or partial Cash Settlement Event, in which case the Calculation Agent may, in its commercially reasonable discretion, adjust any relevant terms of the Transaction as the Calculation Agent determines appropriate to account for the economic effect on the Transaction of such suspension or extension. In the case of a suspension pursuant to Section 10, the Calculation Agent shall make such adjustments prior to the period of suspension, if it is practical to do so. Otherwise, and (ii) no adjustment in all cases of a suspension as contemplated under “Averaging Date Disruption” above, the Calculation Agent shall be made that would result in Party B being required to purchase additional Shares for delivery hereunder (it being understood that certain adjustments, including without limitation make such adjustments for stock splits or stock dividends, will increase promptly following the Number period of Shares)suspension. Extraordinary EventsEXTRAORDINARY EVENTS: Consequences of Merger Events: Share-for-Share: Alternative Obligation Modified Calculation Agent Adjustment Share-for-Other: Alternative Obligation Cancellation and Payment on that portion of the Other Consideration that consists of cash; Modified Calculation Agent Adjustment on the remainder of the Other Consideration Share-for-Combined: Alternative Obligation Modified Calculation Agent Adjustment Tender Offer: Applicable; provided that Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “25%” in the third line thereof. CONSEQUENCES OF TENDER OFFERS: Share-for-Share: Modified Calculation Agent Adjustment Share-for-Other: Modified Calculation Agent Adjustment Share-for-Combined: Modified Calculation Agent Adjustment For purposes of the Transaction, the definition of Merger Date in Section 12.1(c) of the Equity Definitions shall be amended to read, “Merger Date shall mean the Announcement Date.” For purposes of the Transaction, the definition of Tender Offer Date in Section 12.1(e) of the Equity Definitions shall be amended to read, “Tender Offer Date shall mean the Announcement Date.” Composition of Combined Consideration: Not Applicable Tender Offer: Not Applicable Nationalization, Insolvency or Delisting: Negotiated Close-Out; provided that the phrase “, provided that any Physically-settled Transaction will, at the election of either party, become a Transaction to which Cash Settlement is applicable” shall be deleted from Section 12.6(c)(iCancellation and Payment (Calculation Agent Determination) of the Equity Definitions. Additional Disruption Events: Change in Law: On or prior to October 1, 2005, Not Applicable. On and after October 1, 2005, Applicable; provided that clause (Y) in the definition thereof in Section 12.9(a)(ii) of the Equity Definitions shall be deleted. Failure to Deliver: Not Applicable Insolvency Filing: Not Applicable Hedging Disruption: Not Applicable Increased Cost of Hedging: Not Applicable Loss of Stock Borrow: Not Applicable; provided that Section 12.9(a)(vii) of the Equity Definitions is hereby amended by deleting the words “at a rate equal to or less than the Maximum Stock Loan Rate” at the end thereof. Increased Cost of Stock Borrow: Initial Stock Loan Rate: Applicable 25bps Determining Party: For all Extraordinary Events, MSCO Hedging Party: For all Additional Disruption Events, MSCO Non-Reliance: Applicable Agreements and Acknowledgments AGREEMENTS AND ACKNOWLEDGMENTS: Regarding Hedging Activities: Applicable Additional Acknowledgments: Applicable Credit Support Documents: Section 4 shall be a Credit Support Document under the Agreement with respect to Party B. The guarantee described below opposite the caption “Guarantee of Parent” shall be a Credit Support Document under the Agreement with respect to Party A, and Parent shall be a Credit Support Provider in relation to Party A. Guarantee of Parent It shall be a condition to the effectiveness of this Confirmation that Parent has executed a guarantee in substantially the form attached hereto as Annex B. Default Under Specified Transaction: Not Applicable Account Details: Payments to Party A: TBD Payments to Party B: TBD Delivery of Shares to Party A: TBD Office: Party A is not a Multibranch Party; Party B is not a Multibranch Party. Calculation Agent: Party A. The Calculation Agent shall have no responsibility for good faith, non-negligent errors or omissions in any determination under the Transaction; provided that any such errors or omissions shall be corrected promptly once discovered. Calculations and determinations by the Calculation Agent shall be made after consultation with Party B if such consultation is, in the Calculation Agent’s judgment, reasonably practicable (it being understood that such consultation will not be reasonably practicable in connection with some adjustments and determinations required to be made by the Calculation Agent).Applicable

Method of Adjustment. Calculation Agent Adjustment; provided that (i) no adjustment shall be made in connection with a Potential Adjustment Event that would require full or partial Cash Settlement of the Transaction and (ii) no adjustment shall be made that would result in Party B being required to purchase additional Shares for delivery hereunder (it being understood that certain adjustments, including without limitation adjustments for stock splits or stock dividends, will increase the Number of Shares). Extraordinary Events: Consequences of Merger Events: Share-for-Share for Share: Alternative Obligation Share-for-Calculation Agent Adjustment Share for Other: Alternative Obligation Share-for-Calculation Agent Adjustment External ID: [54151773] – Risk ID: [455053274] Share for Combined: Alternative Obligation Calculation Agent Adjustment Tender Offer: Applicable Consequences of Tender Offers: Share for Share: Calculation Agent Adjustment Share for Other: Calculation Agent Adjustment Share for Combined: Calculation Agent Adjustment Composition of Combined Consideration: Not Applicable Tender Offer: Not Applicable Nationalization, Insolvency or Delisting: Negotiated Close-Out; provided that Cancellation and Payment (Calculation Agent Determination) In addition to the phrase “, provided that any Physically-settled Transaction will, at the election provisions of either party, become a Transaction to which Cash Settlement is applicable” shall be deleted from Section 12.6(c)(i12.6(a)(iii) of the Equity Definitions, a Delisting shall only be deemed to occur if the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors); provided that, if the Shares are immediately re-listed, re-traded or re-quoted on any such exchange or quotation system, such exchange or quotation system shall thereafter be deemed to be the Exchange. Additional Disruption Events: Change in Law: On or prior to October 1, 2005, Not Applicable. On and after October 1, 2005, Applicable; provided that clause (Ya) in the definition thereof in Section 12.9(a)(ii12.9(a)(ii)(X) of the Equity 2002 Definitions shall be deletedis hereby amended by replacing the word ‘Shares’ with the words ‘Hedge Positions’. Failure to Deliver: Not Applicable Insolvency Filing: Not Applicable Hedging Disruption: Not Applicable Increased Cost of HedgingHedging Party: Not Applicable Loss of Stock BorrowParty A Determining Party: Not Applicable Party A External ID: [54151773] – Risk ID: [455053274] Non-Reliance: Applicable Agreements and Acknowledgments Regarding Hedging Activities: Applicable Additional Acknowledgments: Applicable Credit Support Documents: Section 4 shall be a Credit Support Document under the Agreement with respect to Party B. The guarantee described below opposite the caption “Guarantee of Parent” shall be a Credit Support Document under the Agreement with respect to Party A, and Parent shall be a Credit Support Provider in relation to Party A. Guarantee of Parent It shall be a condition to the effectiveness of this Confirmation that Parent has executed a guarantee in substantially the form attached hereto as Annex B. Default Under Specified Transaction: Not Applicable Account Details: Payments to Party A: TBD To be advised under separate cover or telephone confirmed prior to each Payment Date. Payments to Party B: TBD Delivery of Shares To be advised under separate cover or telephone confirmed prior to Party A: TBD Office: Party A is not a Multibranch Party; Party B is not a Multibranch Party. Calculation Agent: Party A. The Calculation Agent shall have no responsibility for good faith, non-negligent errors or omissions in any determination under the Transaction; provided that any such errors or omissions shall be corrected promptly once discovered. Calculations and determinations by the Calculation Agent shall be made after consultation with Party B if such consultation is, in the Calculation Agent’s judgment, reasonably practicable (it being understood that such consultation will not be reasonably practicable in connection with some adjustments and determinations required to be made by the Calculation Agent)each Payment Date.

Method of Adjustment. Calculation Agent Adjustment; provided that (i) no if Seller adjusts the weighting of the 10b-18 VWAP for any Trading Day in the Calculation Period or suspends the Calculation Period, in either case in accordance with Market Disruption Event above or Section 10 below, such adjustment or suspension, as the case may be, shall be made in connection with treated as a Potential Adjustment Event that would require full or partial Cash Settlement subject to Calculation Agent Adjustment. In the case of a suspension pursuant to Section 10, the Transaction Calculation Agent shall make such adjustments prior to the period of suspension, if it is practical to do so. Otherwise, and (ii) no adjustment in all cases of a suspension as contemplated under “Market Disruption Event” above, the Calculation Agent shall be made that would result in Party B being required to purchase additional Shares for delivery hereunder (it being understood that certain adjustments, including without limitation make such adjustments for stock splits or stock dividends, will increase promptly following the Number period of Shares)suspension. Extraordinary EventsEXTRAORDINARY EVENTS: Consequences of Merger Events: Share-for-Share: Alternative Obligation Modified Calculation Agent Adjustment Share-for-Other: Alternative Obligation Cancellation and Payment on that portion of the Other Consideration that consists of cash; Modified Calculation Agent Adjustment on the remainder of the Other Consideration Share-for-Combined: Alternative Obligation Modified Calculation Agent Adjustment Tender Offer: Applicable Consequences of Tender Offers: Share-for-Share: Modified Calculation Agent Adjustment Share-for-Other: Modified Calculation Agent Adjustment Share-for-Combined: Modified Calculation Agent Adjustment For purposes of the Transaction, the definition of Merger Date in Section 12.1(c) of the Equity Definitions shall be amended to read, “Merger Date shall mean the Announcement Date.” For purposes of the Transaction, the definition of Tender Offer Date in Section 12.1(e) of the Equity Definitions shall be amended to read, “Tender Offer Date shall mean the Announcement Date.” For purposes of the Transaction, the definition of Announcement Date in Section 12.1(l) of the Equity Definitions shall be amended by replacing the words “that leads” with the words “that, if consummated, would lead” in both clause (i) and clause (ii) thereof. Composition of Combined Consideration: Not Applicable Tender Offer: Not Applicable Nationalization, Insolvency or Delisting: Negotiated Close-OutCancellation and Payment; provided that in addition to the phrase “, provided that any Physically-settled Transaction will, at the election provisions of either party, become a Transaction to which Cash Settlement is applicable” shall be deleted from Section 12.6(c)(i12.6(a)(iii) of the Equity Definitions. Additional Disruption Events: Change in Law: On or prior to October 1, 2005, Not Applicable. On and after October 1, 2005, Applicable; provided that clause (Y) it shall also constitute a Delisting if the Exchange is located in the definition thereof in Section 12.9(a)(ii) United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the Equity Definitions shall be deleted. Failure to Deliver: Not Applicable Insolvency Filing: Not Applicable Hedging Disruption: Not Applicable Increased Cost of Hedging: Not Applicable Loss of New York Stock Borrow: Not Applicable NonExchange, The NASDAQ Global Market or The NASDAQ Global Select Market (or their respective successors); if the Shares are immediately re-Reliance: Applicable Agreements and Acknowledgments Regarding Hedging Activities: Applicable Additional Acknowledgments: Applicable Credit Support Documents: Section 4 shall be a Credit Support Document under the Agreement with respect to Party B. The guarantee described below opposite the caption “Guarantee of Parent” shall be a Credit Support Document under the Agreement with respect to Party Alisted, and Parent shall be a Credit Support Provider in relation to Party A. Guarantee of Parent It shall be a condition to the effectiveness of this Confirmation that Parent has executed a guarantee in substantially the form attached hereto as Annex B. Default Under Specified Transaction: Not Applicable Account Details: Payments to Party A: TBD Payments to Party B: TBD Delivery of Shares to Party A: TBD Office: Party A is not a Multibranch Party; Party B is not a Multibranch Party. Calculation Agent: Party A. The Calculation Agent shall have no responsibility for good faith, nonre-negligent errors traded or omissions in any determination under the Transaction; provided that re-quoted on any such errors exchange or omissions quotation system, such exchange or quotation system shall thereafter be corrected promptly once discovered. Calculations and determinations by the Calculation Agent shall be made after consultation with Party B if such consultation is, in the Calculation Agent’s judgment, reasonably practicable (it being understood that such consultation will not be reasonably practicable in connection with some adjustments and determinations required deemed to be made by the Calculation Agent)Exchange.

Method of Adjustment. Calculation Agent Adjustment; provided that (i) no adjustment . For the avoidance of doubt, the payment of any cash dividend or distribution on the Shares shall be made in connection with not constitute a Potential Adjustment Event that would require full or partial Cash Settlement of the Transaction and (ii) no adjustment but instead shall be made that would result in Party B being required to purchase additional Shares for delivery hereunder (it being understood that certain adjustments, including without limitation adjustments for stock splits or stock dividends, will increase governed by the Number of Shares)provisions set forth under the heading “Dividends” above. Extraordinary Events: New Shares: In the definition of New Shares in Section 12.1(i) of the Equity Definitions, the text in clause (i) shall be deleted in its entirety and replaced with “publicly quoted, traded or listed on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors)”. Consequences of Merger Events: Share-for-Share: Alternative Obligation Calculation Agent Adjustment Share-for-Other: Alternative Obligation Calculation Agent Adjustment or Cancellation and Payment, at the commercially reasonable election of Dealer Share-for-Combined: Alternative Obligation Calculation Agent Adjustment or Cancellation and Payment, at the commercially reasonable election of Dealer Consequences of Tender Offers: Share-for-Share: Calculation Agent Adjustment Share-for-Other: Calculation Agent Adjustment Share-for-Combined: Calculation Agent Adjustment Calculation Agent Adjustment: If, with respect to a Merger Event or a Tender Offer, the consideration for the Shares includes (or, at the option of a holder of Shares, may include) shares of an entity or person that is not a corporation or is not organized under the laws of the United States, any State thereof or the District of Columbia, then Cancellation and Payment may apply at Dealer’s sole election. Composition of Combined Consideration: Not Applicable Tender Offer: Not Applicable Nationalization, Insolvency or Delisting: Negotiated Close-OutCancellation and Payment; provided that that, in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it will also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors), such exchange or quotation system shall thereafter be deemed to be the Exchange. For purposes of this Confirmation (x) the phrase “, provided that any Physically-settled Transaction will, at will be cancelled” in the election first line of either party, become a Transaction to which Cash Settlement is applicableSection 12.6(c)(ii) of the Equity Definitions shall be replaced with the phrase “may be cancelled by Dealer in its commercially reasonable discretion” and (y) the words “if so cancelled” shall be deleted from inserted immediately following the word “and” in the second line of Section 12.6(c)(i12.6(c)(ii) of the Equity Definitions. Additional Disruption Events: Change in Law: On or prior to October 1, 2005, Not Applicable. On and after October 1, 2005, Applicable; provided that clause (Y) in the definition thereof in Section 12.9(a)(ii) of the Equity Definitions shall be deletedis hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement of, the formal or informal interpretation”, (ii) replacing the word “Shares” where it appears in clause (X) thereof with the words “Hedge Position” and (iii) replacing the parenthetical beginning after the word “regulation” in the second line thereof the words “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption, effectiveness or promulgation of new regulations authorized or mandated by existing statute)”. Failure to Deliver: Not Applicable Insolvency Filing: Not Applicable Hedging Disruption: Not Applicable Applicable; provided that Section 12.9(b)(iii) of the Equity Definitions is hereby amended by inserting in the third line thereof, after the words “to terminate the Transaction”, the words “or a portion of the Transaction affected by such Hedging Disruption”. Increased Cost of Hedging: Not Applicable Loss of Stock Borrow: Not Applicable Non-Reliance: Applicable Agreements and Acknowledgments Regarding Hedging Activities: Applicable Additional Acknowledgments: Applicable Credit Support Documents: Section 4 shall be a Credit Support Document under the Agreement with respect to Party B. The guarantee described below opposite the caption “Guarantee of Parent” shall be a Credit Support Document under the Agreement with respect to Party A, and Parent shall be a Credit Support Provider in relation to Party A. Guarantee of Parent It shall be a condition to the effectiveness Applicable; provided that for purposes of this Confirmation that Parent has executed a guarantee (x) the comma immediately preceding “(B)” in substantially the form attached hereto as Annex B. Default Under Specified Transaction: Not Applicable Account Details: Payments to Party A: TBD Payments to Party B: TBD Delivery seventh line of Shares to Party A: TBD Office: Party A is not a Multibranch Party; Party B is not a Multibranch Party. Calculation Agent: Party A. The Calculation Agent shall have no responsibility for good faith, non-negligent errors or omissions in any determination under Section 12.9(b)(vi) of the Transaction; provided that any such errors or omissions Equity Definitions shall be corrected promptly once discovered. Calculations and determinations by replaced with the Calculation Agent word “or”, (y) clause (C) of Section 12.9(b)(vi) of the Equity Definitions shall be made after consultation with Party B if such consultation is, deleted and (z) the words “either party” in the Calculation Agent’s judgment, reasonably practicable (it being understood that such consultation will not twelfth line of Section 12.9(b)(vi) of the Equity Definitions shall be reasonably practicable in connection replaced with some adjustments and determinations required to be made by the Calculation Agent)words “the Hedging Party”.

Method of Adjustment. Calculation Agent Adjustment; provided that (i) no adjustment . For the avoidance of doubt, the payment of any cash dividend or distribution on the Shares shall be made in connection with not constitute a Potential Adjustment Event that would require full or partial Cash Settlement of the Transaction and (ii) no adjustment but instead shall be made that would result in Party B being required to purchase additional Shares for delivery hereunder (it being understood that certain adjustments, including without limitation adjustments for stock splits or stock dividends, will increase governed by the Number of Shares)provisions set forth under the heading “Dividends” above. Extraordinary Events: New Shares: In the definition of New Shares in Section 12.1(i) of the Equity Definitions, the text in clause (i) shall be deleted in its entirety and replaced with “publicly quoted, traded or listed on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors)”. Consequences of Merger Events: Share-for-Share: Alternative Obligation Calculation Agent Adjustment Share-for-Other: Alternative Obligation Calculation Agent Adjustment or Cancellation and Payment, at the commercially reasonable election of Dealer Share-for-Combined: Alternative Obligation Calculation Agent Adjustment or Cancellation and Payment, at the commercially reasonable election of Dealer Consequences of Tender Offers: Share-for-Share: Calculation Agent Adjustment Share-for-Other: Calculation Agent Adjustment Share-for-Combined: Calculation Agent Adjustment Calculation Agent Adjustment: If, with respect to a Merger Event or a Tender Offer, the consideration for the Shares includes (or, at the option of a holder of Shares, may include) shares of an entity or person that is not a corporation or is not organized under the laws of the United States, any State thereof or the District of Columbia, then Cancellation and Payment may apply at Dealer’s sole election. Composition of Combined Consideration: Not Applicable Tender Offer: Not Applicable Nationalization, Insolvency or Delisting: Negotiated Close-OutCancellation and Payment; provided that that, in addition to the phrase “, provided that any Physically-settled Transaction will, at the election provisions of either party, become a Transaction to which Cash Settlement is applicable” shall be deleted from Section 12.6(c)(i12.6(a)(iii) of the Equity Definitions. Additional Disruption Events: Change in Law: On or prior to October 1, 2005, Not Applicable. On and after October 1, 2005, Applicable; provided that clause (Y) it will also constitute a Delisting if the Exchange is located in the definition thereof United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors), such exchange or quotation system shall thereafter be deemed to be the Exchange. For purposes of this Confirmation (x) the phrase “will be cancelled” in the first line of Section 12.9(a)(ii12.6(c)(ii) of the Equity Definitions shall be deleted. Failure to Deliver: Not Applicable Insolvency Filing: Not Applicable Hedging Disruption: Not Applicable Increased Cost of Hedging: Not Applicable Loss of Stock Borrow: Not Applicable Non-Reliance: Applicable Agreements replaced with the phrase “may be cancelled by Dealer in its commercially reasonable discretion” and Acknowledgments Regarding Hedging Activities: Applicable Additional Acknowledgments: Applicable Credit Support Documents: Section 4 shall be a Credit Support Document under (y) the Agreement with respect to Party B. The guarantee described below opposite the caption words “Guarantee of Parentif so cancelled” shall be a Credit Support Document under inserted immediately following the Agreement with respect to Party A, and Parent shall be a Credit Support Provider in relation to Party A. Guarantee of Parent It shall be a condition to the effectiveness of this Confirmation that Parent has executed a guarantee in substantially the form attached hereto as Annex B. Default Under Specified Transaction: Not Applicable Account Details: Payments to Party A: TBD Payments to Party B: TBD Delivery of Shares to Party A: TBD Office: Party A is not a Multibranch Party; Party B is not a Multibranch Party. Calculation Agent: Party A. The Calculation Agent shall have no responsibility for good faith, non-negligent errors or omissions in any determination under the Transaction; provided that any such errors or omissions shall be corrected promptly once discovered. Calculations and determinations by the Calculation Agent shall be made after consultation with Party B if such consultation is, word “and” in the Calculation Agent’s judgment, reasonably practicable (it being understood that such consultation will not be reasonably practicable in connection with some adjustments and determinations required to be made by second line of Section 12.6(c)(ii) of the Calculation Agent)Equity Definitions.