§ 18-400 — Definitions

§ 18-400. Definitions. As used in this article the following terms\nshall have the following meanings:\n 1. "LIBOR" shall mean, for purposes of the application of this article\nto any particular contract, security or instrument, U.S. dollar LIBOR\n(formerly known as the London interbank offered rate) as administered by\nICE Benchmark Administration Limited (or any predecessor or successor\nthereof), or any tenor thereof, as applicable, that is used in making\nany calculation or determination thereunder.\n 2. "LIBOR discontinuance event" shall mean the earliest to occur of\nany of the following:\n a. a public statement or publication of information by or on behalf of\nthe administrator of LIBOR announcing that such administrator has ceased\nor will cease to provide LIBOR, permanently or indefinitely, provided\nthat, at the time of the statement or publication, there is no successor\nadministrator that will continue to provide LIBOR;\n b. a public statement or publication of information by the regulatory\nsupervisor for the administrator of LIBOR, the United States Federal\nReserve System, an insolvency official with jurisdiction over the\nadministrator for LIBOR, a resolution authority with jurisdiction over\nthe administrator for LIBOR or a court or an entity with similar\ninsolvency or resolution authority over the administrator for LIBOR,\nwhich states that the administrator of LIBOR has ceased or will cease to\nprovide LIBOR permanently or indefinitely, provided that, at the time of\nthe statement or publication, there is no successor administrator that\nwill continue to provide LIBOR; or\n c. a public statement or publication of information by the regulatory\nsupervisor for the administrator of LIBOR announcing that LIBOR is no\nlonger representative. For purposes of this subdivision two, a public\nstatement or publication of information that affects one or more tenors\nof LIBOR shall not constitute a LIBOR discontinuance event with respect\nto any contract, security or instrument that (i) provides for only one\ntenor of LIBOR, if such contract, security or instrument requires\ninterpolation and such tenor can be interpolated from LIBOR tenors that\nare not so affected, or (ii) permits a party to choose from more than\none tenor of LIBOR and any of such tenors (A) is not so affected or (B)\nif such contract, security or instrument requires interpolation, can be\ninterpolated from LIBOR tenors that are not so affected.\n 3. "LIBOR replacement date" shall mean:\n a. in the case of a LIBOR discontinuance event described in paragraph\na or b of subdivision two of this section, the later of (i) the date of\nthe public statement or publication of information referenced therein;\nand (ii) the date on which the administrator of LIBOR permanently or\nindefinitely ceases to provide LIBOR; and\n b. in the case of a LIBOR discontinuance event described in paragraph\nc of subdivision two of this section, the date of the public statement\nor publication of information referenced therein. For purposes of this\nsubdivision, a date that affects one or more tenors of LIBOR shall not\nconstitute a LIBOR replacement date with respect to any contract,\nsecurity or instrument that (i) provides for only one tenor of LIBOR, if\nsuch contract, security or instrument requires interpolation and such\ntenor can be interpolated from LIBOR tenors that are not so affected, or\n(ii) permits a party to choose from more than one tenor of LIBOR and any\nof such tenors (A) is not so affected or (B) if such contract, security\nor instrument requires interpolation, can be interpolated from LIBOR\ntenors that are not so affected.\n 4. "Fallback provisions" shall mean terms in a contract, security or\ninstrument that set forth a methodology or procedure for determining a\nbenchmark replacement, including any terms relating to the date on which\nthe benchmark replacement becomes effective, without regard to whether a\nbenchmark replacement can be determined in accordance with such\nmethodology or procedure.\n 5. "Benchmark" shall mean an index of interest rates or dividend rates\nthat is used, in whole or in part, as the basis of or as a reference for\ncalculating or determining any valuation, payment or other measurement\nunder or in respect of a contract, security or instrument.\n 6. "Benchmark replacement" shall mean a benchmark, or an interest rate\nor dividend rate (which may or may not be based in whole or in part on a\nprior setting of LIBOR), to replace LIBOR or any interest rate or\ndividend rate based on LIBOR, whether on a temporary, permanent or\nindefinite basis, under or in respect of a contract, security or\ninstrument.\n 7. "Recommended benchmark replacement" shall mean, with respect to any\nparticular type of contract, security or instrument, a benchmark\nreplacement based on SOFR, which shall include any recommended spread\nadjustment and any benchmark replacement conforming changes, that shall\nhave been selected or recommended by a relevant recommending body with\nrespect to such type of contract, security or instrument.\n 8. "Recommended spread adjustment" shall mean a spread adjustment, or\nmethod for calculating or determining such spread adjustment, (which may\nbe a positive or negative value or zero) that shall have been selected\nor recommended by a relevant recommending body for a recommended\nbenchmark replacement for a particular type of contract, security or\ninstrument and for a particular term to account for the effects of the\ntransition or change from LIBOR to a recommended benchmark replacement.\n 9. "Benchmark replacement conforming changes" shall mean, with respect\nto any type of contract, security or instrument, any technical,\nadministrative or operational changes, alterations or modifications that\nare associated with and reasonably necessary to the use, adoption,\ncalculation or implementation of a recommended benchmark replacement and\nthat:\n a. have been selected or recommended by a relevant recommending body;\nand\n b. if, in the reasonable judgment of the calculating person, the\nbenchmark replacement conforming changes selected or recommended\npursuant to paragraph a of this subdivision do not apply to such\ncontract, security or instrument or are insufficient to permit\nadministration and calculation of the recommended benchmark replacement,\nthen benchmark replacement conforming changes shall include such other\nchanges, alterations or modifications that, in the reasonable judgment\nof the calculating person:\n (i) are necessary to permit administration and calculation of the\nrecommended benchmark replacement under or in respect of such contract,\nsecurity or instrument in a manner consistent with market practice for\nsubstantially similar contracts, securities or instruments and, to the\nextent practicable, the manner in which such contract, security or\ninstrument was administered immediately prior to the LIBOR replacement\ndate; and\n (ii) would not result in a disposition of such contract, security or\ninstrument for U.S. federal income tax purposes.\n 10. "Determining person" shall mean, with respect to any contract,\nsecurity or instrument, in the following order of priority:\n a. any person specified as a "determining person"; or\n b. any person with the authority, right or obligation to:\n (i) determine the benchmark replacement that will take effect on the\nLIBOR replacement date,\n (ii) calculate or determine a valuation, payment or other measurement\nbased on a benchmark, or\n (iii) notify other persons of the occurrence of a LIBOR discontinuance\nevent, a LIBOR replacement date or a benchmark replacement.\n 11. "Relevant recommending body" shall mean the Federal Reserve Board,\nthe Federal Reserve Bank of New York, or the Alternative Reference Rates\nCommittee, or any successor to any of them.\n 12. "SOFR" shall mean, with respect to any day, the secured overnight\nfinancing rate published for such day by the Federal Reserve Bank of New\nYork, as the administrator of the benchmark (or a successor\nadministrator), on the Federal Reserve Bank of New York's website.\n 13. "Calculating person" shall mean, with respect to any contract,\nsecurity or instrument, any person (which may be the determining person)\nresponsible for calculating or determining any valuation, payment or\nother measurement based on a benchmark.\n 14. "Contract, security, or instrument" shall include, without\nlimitation, any contract, agreement, mortgage, deed of trust, lease,\nsecurity (whether representing debt or equity, and including any\ninterest in a corporation, a partnership or a limited liability\ncompany), instrument, or other obligation.\n