3.3 Increased Costs. In the event that any change in applicable law, treaty, regulation or directive, or in the interpretation or application thereof, or compliance by the Bank with any request (whether or not having the force of law) of any relevant central bank or other comparable agency, shall
(a) subject the Bank to any tax of any kind whatsoever (other than taxes and charges referred to in Section 3.1 hereof for which the Bank was reimbursed by the Applicant pursuant to the terms of that Section) with respect to this Agreement or the Letter of Credit, or
(b) change the basis of taxation of payments to the Bank of any portion of the Letter of Credit Obligations, fees, commissions or any other amount payable under this Agreement or under the Assignment and Pledge of Account in favor of the Bank securing the Letter of Credit Obligations (the Assignment and Pledge of Account; this Agreement and the Assignment and Pledge of Account being sometimes referred to collectively as the Financing Documents), except for changes in the rate of tax on the overall net income of the Bank, or
(c) impose, modify or deem applicable any reserve, special deposit or similar requirement against foreign assets held by, or deposits in or for the account of, or advances or loans by, or acceptances created by, or any other acquisition of funds by, any office of the Bank, or
(d) increase the amount of capital required or expected to be maintained by the Bank, or by any corporation controlling the Bank (a Parent), or reduce the rate of return on capital earned by the Bank or any Parent (as determined by the Bank or any Parent taking into consideration their internal policies with respect to capital adequacy and desired return on capital), which increased capital or reduced rate of return on capital is applied to assets such as the Letter of Credit, or the Letter of Credit Obligations or any portion thereof, or
(e) impose upon the Bank any other condition with respect to this Agreement or the transactions contemplated hereby or by the other Financing Documents, the result of which is to increase the actual cost to the Bank of issuing the Letter of Credit under this Agreement or the other Financing Documents or to reduce any amount receivable by the Bank under this Agreement or under the other Financing Documents or to increase the capital or reduce the rate of return on capital which the Bank, or any Parent is required or expected to maintain as a result of this Agreement, the other Financing Documents, the Letter of Credit, the Letter of Credit Obligations, or any portion thereof,
then the Applicant shall pay to the Bank within thirty (30) days of a written demand by the Bank, additional amounts which will compensate the Bank or any Parent so affected, for such increased cost, reduced amount receivable, increased capital or reduced return on capital, as the case may be. Each such demand by the Bank shall be accompanied by a certificate setting forth in reasonable detail (i) the change that gave rise to such increased cost, reduced amount receivable, increased capital or reduced rate of return on capital, (ii) the additional amounts payable pursuant to the foregoing sentence, and (iii) a calculation of such amount, which certificate shall be conclusive absent manifest error.