and the Interest Payment Amount for the Series 2019-VF1 Notes, in the absence of manifest error, will be final and binding.
If on any Business Day the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (a) adequate and reasonable means do not exist for ascertaining LIBOR; (b) LIBOR will not adequately and fairly reflect the cost to the Initial VFN Noteholder of funding the Series 2019-VF1 Notes; or (c) it has become unlawful for the Administrative Agent to honor its obligation to use LIBOR to calculate the Cost of Funds Rate with respect to Note Balances held by the Initial VFN Noteholder, then the Administrative Agent shall give notice thereof to the Issuer by telephone, facsimile, or other electronic means as promptly as practicable thereafter and, until the Administrative Agent notifies the Issuer that the circumstances giving rise to such notice no longer exist, the Cost of Funds Rate with respect to Note Balances held by the Initial VFN Noteholder will be determined, subject to the timely approval of the Issuer after receipt of notice of such revised rate, at a rate per annum that the Administrative Agent determines in its reasonable discretion, adequately reflects the cost to the Initial VFN Noteholder of funding the Series 2019-VF1 Notes.
Section 9. Increased Costs.
If any Regulatory Change or other requirement of any law, rule, regulation or order applicable to a Noteholder of a Series 2019-VF1 Variable Funding Note (a “Requirement of Law”) or any change in the interpretation or application thereof or compliance by such Noteholder with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made or that becomes effective subsequent to the date hereof:
shall subject such Noteholder to any tax of any kind whatsoever with respect to its Series 2019-VF1 Variable Funding Note (excluding income taxes, branch profits taxes, franchise taxes or similar taxes imposed on such Noteholder as a result of any present or former connection between such Noteholder and the United States, other than any such connection arising solely from such Noteholder having executed, delivered or performed its obligations or received a payment under, or enforced, this Indenture Supplement or any U.S. federal withholding taxes imposed under Code sections 1471 through 1474 as of the date of this Indenture Supplement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any regulations or official