Template:2002 ISDA Equity Derivatives Definitions 12.9(a)(ii)

12.9(a)(ii) “Change in Law” means that, on or after the Trade Date of any Transaction (A)
due to the adoption of or any change in any applicable law or regulation (including, without
limitation, any tax law), or (B) due to the promulgation of or any change in the interpretation by
any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or
regulation (including any action taken by a taxing authority), a party to such Transaction
determines in good faith that (X) it has become illegal to hold, acquire or dispose of Shares
relating to such Transaction, or (Y) it will incur a materially increased cost in performing its
obligations under such Transaction (including, without limitation, due to any increase in tax
liability, decrease in tax benefit or other adverse effect on its tax position);