Interest Protection. If due to either: (a) the introduction of or any change (other than any change by way of imposition or increase of the reserve requirements included in the Euro-Rate Reserve Percentage) in or in the interpretation of any law or regulation or (b) the compliance by any Bank with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be an increase in the cost to such Bank of making, funding or maintaining any Loans hereunder accruing interest at the Euro-Rate, then the Borrower shall, from time to time, within five (5) Business Days after demand and delivery of a certificate (as described below) to the Borrower by such Bank (with a copy to the Agent), pay to such Bank, that portion of such increased costs incurred which such Bank determines is attributable to making, funding or maintaining such Loans hereunder. In determining such amount, such Bank may use any reasonable averaging and attribution methods. Such Bank shall submit to the Borrower and the Agent a certificate as to such increased costs incurred, amounts not received or receivable or required payment made or to be made, which certificate, setting forth the calculation thereof, shall be conclusive and binding for all purposes absent manifest error.
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