Change in Law - Commodities Provision

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"Change in Law" means that, on or after the Issue Date ... (A) due to the adoption or announcement 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), the Issuer determines in good faith that (X) it has become illegal to hold, acquire or dispose of the underlying(s) relating to the Certificates, or (Y) it or any of its affiliates will incur a materially increased cost in performing its obligations under the Certificates (including, without limitation, due to any increase in tax liability, decrease in tax benefit or other adverse effect on its tax position) or (Z) it or any of its affiliates will be subjected to materially less favourable regulatory capital treatment with respect to the Certificates and any related hedge positions, as compared with the regulatory capital treatment applicable to the Certificates and any related hedge positions as of the Issue Date. For the avoidance of doubt, for purposes of the foregoing, "any applicable law or regulation" shall include the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, any rules and regulations promulgated thereunder and any similar law or regulation (collectively, the "Wall Street Act"), and any consequences of a Change in Law as set out herein shall apply to any Change in Law arising from any such act, rule or regulation. Furthermore, any additional capital charges or other regulatory capital requirements imposed in connection with the Wall Street Act, if material, shall constitute "a materially increased cost in performing its obligations under the Certificates" for purposes of (B)(Y) of this definition;

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