NY State Senate Bill S297B

Archive: Last Bill Status Via A164 - Signed by Governor

Introduced
In Committee
On Floor Calendar
- Passed Senate
- Passed Assembly
Delivered to Governor
Signed by Governor

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Actions

view actions (14)

	Assembly Actions - Lowercase Senate Actions - UPPERCASE
Apr 06, 2021	signed chap.94
Apr 01, 2021	delivered to governor
Mar 24, 2021	returned to assembly passed senate 3rd reading cal.523 substituted for s297b
Mar 24, 2021	substituted by a164b
Mar 11, 2021	advanced to third reading
Mar 10, 2021	2nd report cal.
Mar 09, 2021	amended (t) 297b
Mar 09, 2021	1st report cal.523
Mar 01, 2021	print number 297a
Mar 01, 2021	amend (t) and recommit to judiciary
Jan 06, 2021	referred to judiciary

Votes

Bill Amendments

Original

B (Active)

Original

B (Active)

S297 - Details

See Assembly Version of this Bill:: A164
Law Section:: Uniform Commercial Code
Laws Affected:: Add Art 18-C §§18-400 - 18-403, Gen Ob L
Versions Introduced in 2019-2020 Legislative Session:: S9070, A11098

S297 - Summary

Enacts provisions relating to the discontinuance of LIBOR (the London interbank offered rate); prohibits parties from refusing to perform contractual obligations or declaring a breach of contract as a result of the discontinuance of LIBOR or the use of a replacement; establishes that the replacement is a commercially reasonable substitute for and a commercially substantial equivalent to LIBOR; provides a safe harbor from litigation for the use of the recommended benchmark replacement.

S297 - Sponsor Memo

 
BILL NUMBER: S297

SPONSOR: THOMAS
 
TITLE OF BILL:

An act to amend the uniform commercial code, in relation to the effect
of a LIBOR discontinuance event on contracts, securities and other
agreements

 
PURPOSE OR GENERAL IDEA OF BILL:

The purpose of this bill is to minimize costly and disruptive litigation
by providing legal certainty for the issues arising under New York
resulting from the permanent discontinuance of LIBOR.

 
SUMMARY OF PROVISIONS:

Section 1 amends the Uniform Commercial Code to add a new article 12
relating to London Interbank Offered Rate ("LIBOR") discontinuance.

Section 12-101 contains definitions.

Section 12-102 provides that the recommended benchmark replacement is
mandatory, upon LIBOR's discontinuance, for any contract, security or
instrument that uses LIBOR and is silent as to fallback language or
falls back to a LIBOR based rate.

After LIBOR discontinuance, any contract, security or instrument with
language that falls back to a LIBOR based rate or includes a fallback to
polling for LIBOR or other interbank funding rate is void.

The recommended benchmark replacement is optional, upon LIBOR's discon-
tinuance, for any contract, security or instrument that gives a deter-
mining person the right to exercise discretion or judgment regarding
fallback language.

Nothing in this section overrides language in a contract, security or
instrument that falls back to an express non-LIBOR based rate.

Section 12-103 establishes that the recommended benchmark replacement is
a commercially reasonable substitute for and a commercially substantial
equivalent to LIBOR. Using the recommended benchmark replacement does
not discharge or excuse performance. Using the recommended benchmark
replacement provides a safe harbor from litigation. Using the recom-
mended benchmark replacement does not amend or modify the contract,
security or instrument or impair or have a material or adverse effect on
any person's rights or obligations.

Section 12-104 contains a severability clause. Section 2 is the effec-
tive date.

 
JUSTIFICATION:

The London Interbank Offered Rate ("LIBOR") is the most referenced short
term interest rate in the world. It's estimated $200 trillion of finan-
cial contracts and securities are tied to U.S,D LIBOR.  LIBOR is based
on relatively few transactions and relies heavily on expert judgement in
determining the rate. The scarcity of underlying transactions makes
LIBOR potentially unsustainable. As a result, the regulator that over-
sees LIBOR, the U.K.'s Financial Conduct Authority, has announced that
it will not compel the panel banks to continue to contribute to publica-
tion of LIBOR after 2021. This leaves financial markets in a situation
where numerous products reference LIBOR but LIBOR is likely to cease,
requiring alternative solutions.

In the United States, the Federal Reserve convened the Alternative
Reference Rates Committee ("ARRC") to develop recommendations to facili-
tate the transition away from U.S. dollar LIBOR. The ARRC is comprised
of a diverse set of private sector entities and official-sector ex-offi-
cio members including the Federal Reserve, the Treasury Department, the
Consumer Finance Protection Bureau, the Commodity Futures Trading
Commission and the Securities and Exchange Commission.

The ARRC recommended a rate to replace LIBOR called the Secured Over-
night Financing Rate (SOFR) which the Federal Reserve Bank of New York
began publishing in 2018. SOFR is a broad measure of the cost of borrow-
ing cash overnight collateralized by U.S. Treasury securities in repur-
chase agreement (repo) markets. The overnight repo mark consists of
approximately $1 trillion of transactions per day.  Through the ARRC's
promotion of SOFR over 25 institutions began voluntarily transitioning
to SOFR. However, existing contracts that reference LIBOR pose a unique
problem when they do not include adequate "fallback language"
provisions. Fallback language refers to legal provisions in a contract
that apply if the underlying reference rate in the product (i.e. LIBOR)
is discontinued or unavailable.  When LIBOR is discontinued, consumers,
businesses, lenders, and investors in New York will be faced with legal
uncertainty and adverse economic impacts on hundreds of thousands of
affected financial contracts, including mortgages, student loans, credit
cards, business loans, business contracts, and securities. To mitigate
the risk of economic disruption, this bill would mandate the use of the
recommended benchmark replacement for contracts that are silent on fall
back language or fall back to a LIBOR based rate.

 
PRIOR LEGISLATIVE HISTORY:

2020: S.9070 (Thomas) - Referred to Rules Committee/A.11098 Rules
(Zebrowski) - Referred to Judiciary Committee.

 
FISCAL IMPLICATIONS:

None noted to the State.

 
EFFECTIVE DATE:
This act shall take effect immediately.

S297 - Bill Text download pdf

 
                     S T A T E   O F   N E W   Y O R K
 ________________________________________________________________________
 
                                    297
 
                        2021-2022 Regular Sessions
 
                             I N  S E N A T E
 
                                (PREFILED)
 
                              January 6, 2021
                                ___________
 
 Introduced  by  Sen.  THOMAS -- read twice and ordered printed, and when
   printed to be committed to the Committee on Judiciary
 
 AN ACT to amend the uniform commercial code, in relation to  the  effect
   of  a  LIBOR  discontinuance  event on contracts, securities and other
   agreements

   THE PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND  ASSEM-
 BLY, DO ENACT AS FOLLOWS:
 
   Section  1.  The  uniform  commercial  code is amended by adding a new
 article 12 to read as follows:
                                ARTICLE 12
                           LIBOR DISCONTINUANCE
 SECTION 12-101. DEFINITIONS.
         12-102. EFFECT OF LIBOR DISCONTINUANCE.
         12-103. CONTINUITY OF CONTRACT AND SAFE HARBOR.
         12-104. SEVERABILITY.
 SECTION 12-101. DEFINITIONS.
   AS USED IN THIS ARTICLE THE FOLLOWING TERMS SHALL HAVE  THE  FOLLOWING
 MEANINGS:
   (A)  "LIBOR" SHALL MEAN, FOR PURPOSES OF THE APPLICATION OF THIS ARTI-
 CLE TO ANY PARTICULAR CONTRACT,  SECURITY  OR  INSTRUMENT,  U.S.  DOLLAR
 LIBOR  (FORMERLY KNOWN AS THE LONDON INTERBANK OFFERED RATE) AS ADMINIS-
 TERED BY ICE BENCHMARK ADMINISTRATION LIMITED (OR ANY  SUCCESSOR  THERE-
 OF).
   (B)  "LIBOR  DISCONTINUANCE EVENT" SHALL MEAN THE EARLIEST TO OCCUR OF
 ANY OF THE FOLLOWING:
   (1) A PUBLIC STATEMENT OR PUBLICATION OF INFORMATION BY OR  ON  BEHALF
 OF  THE  ADMINISTRATOR  OF  LIBOR ANNOUNCING THAT SUCH ADMINISTRATOR HAS
 CEASED OR WILL CEASE TO  PROVIDE  LIBOR,  PERMANENTLY  OR  INDEFINITELY,
 PROVIDED  THAT, AT THE TIME OF THE STATEMENT OR PUBLICATION, THERE IS NO
 SUCCESSOR ADMINISTRATOR THAT WILL CONTINUE TO PROVIDE LIBOR;

  EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets

                       [ ] is old law to be omitted.
                                                            LBD03775-01-1

 S. 297                              2
 
   (2) A PUBLIC STATEMENT OR PUBLICATION OF INFORMATION BY THE REGULATORY
 SUPERVISOR FOR THE ADMINISTRATOR OF LIBOR,  THE  UNITED  STATES  FEDERAL
 RESERVE SYSTEM, AN INSOLVENCY OFFICIAL WITH JURISDICTION OVER THE ADMIN-
 ISTRATOR  FOR  LIBOR,  A RESOLUTION AUTHORITY WITH JURISDICTION OVER THE
 ADMINISTRATOR  FOR LIBOR OR A COURT OR AN ENTITY WITH SIMILAR INSOLVENCY
 OR RESOLUTION AUTHORITY OVER THE ADMINISTRATOR FOR LIBOR,  WHICH  STATES
 THAT  THE  ADMINISTRATOR  OF  LIBOR  HAS CEASED OR WILL CEASE TO PROVIDE
 LIBOR PERMANENTLY OR INDEFINITELY, PROVIDED THAT, AT  THE  TIME  OF  THE
 STATEMENT  OR PUBLICATION, THERE IS NO SUCCESSOR ADMINISTRATOR THAT WILL
 CONTINUE TO PROVIDE LIBOR; OR 
   (3) WITH RESPECT TO ANY  PARTICULAR  TYPE  OF  CONTRACT,  SECURITY  OR
 INSTRUMENT DESIGNATED BY THE RELEVANT RECOMMENDING BODY, A PUBLIC STATE-
 MENT  OR PUBLICATION OF INFORMATION BY THE REGULATORY SUPERVISOR FOR THE
 ADMINISTRATOR OF LIBOR ANNOUNCING THAT  LIBOR  IS  NO  LONGER  REPRESEN-
 TATIVE.
   (C) "LIBOR REPLACEMENT DATE" SHALL MEAN:
   (1) IN THE CASE OF A LIBOR DISCONTINUANCE EVENT DESCRIBED IN PARAGRAPH
 (1)  OR (2) OF SUBSECTION (B) OF THIS SECTION, THE LATER OF (I) THE DATE
 OF THE PUBLIC STATEMENT OR PUBLICATION OF INFORMATION REFERENCED THEREIN
 AND (II) THE DATE ON WHICH THE ADMINISTRATOR  OF  LIBOR  PERMANENTLY  OR
 INDEFINITELY CEASES TO PROVIDE LIBOR; AND
   (2) IN THE CASE OF A LIBOR DISCONTINUANCE EVENT DESCRIBED IN PARAGRAPH
 (3)  OF SUBSECTION (B) OF THIS SECTION, THE DATE OF THE PUBLIC STATEMENT
 OR PUBLICATION OF INFORMATION REFERENCED THEREIN; PROVIDED THAT, IF  THE
 DATE ON WHICH THE BENCHMARK REPLACEMENT WOULD BECOME EFFECTIVE UNDER THE
 FALLBACK  PROVISIONS OF A CONTRACT, SECURITY OR INSTRUMENT IS LATER THAN
 THE DATE DETERMINED ACCORDING TO THE FOREGOING  PROVISIONS,  SUCH  LATER
 DATE  SHALL BE THE LIBOR REPLACEMENT DATE FOR SUCH CONTRACT, SECURITY OR
 INSTRUMENT.
   (D) "FALLBACK PROVISIONS" SHALL MEAN TERMS IN A CONTRACT, SECURITY  OR
 INSTRUMENT  THAT  SET FORTH A METHODOLOGY OR PROCEDURE FOR DETERMINING A
 BENCHMARK REPLACEMENT, INCLUDING ANY TERMS RELATING TO THE DATE ON WHICH
 THE BENCHMARK REPLACEMENT BECOMES EFFECTIVE, WITHOUT REGARD TO WHETHER A
 BENCHMARK REPLACEMENT CAN BE DETERMINED IN ACCORDANCE WITH SUCH  METHOD-
 OLOGY OR PROCEDURE.
   (E) "BENCHMARK" SHALL MEAN AN INDEX OF INTEREST RATES THAT IS USED, IN
 WHOLE  OR  IN PART, AS THE BASIS OF OR AS A REFERENCE FOR CALCULATING OR
 DETERMINING ANY VALUATION, PAYMENT OR  OTHER  MEASUREMENT  UNDER  OR  IN
 RESPECT OF A CONTRACT, SECURITY OR INSTRUMENT.
   (F)  "BENCHMARK  REPLACEMENT"  SHALL  MEAN A BENCHMARK, OR AN INTEREST
 RATE OR RATES (WHICH MAY OR MAY NOT BE BASED IN WHOLE OR IN  PART  ON  A
 PRIOR  SETTING  OF  LIBOR),  TO  REPLACE  OR SUBSTITUTE FOR LIBOR OR ANY
 INTEREST RATE BASED ON LIBOR FOLLOWING THE OCCURRENCE OF A LIBOR DISCON-
 TINUANCE EVENT UNDER OR IN RESPECT OF A CONTRACT,  SECURITY  OR  INSTRU-
 MENT.
   (G)   "RECOMMENDED  BENCHMARK  REPLACEMENT"  SHALL  MEAN  A  BENCHMARK
 REPLACEMENT, WHICH SHALL INCLUDE ANY RECOMMENDED SPREAD  ADJUSTMENT  AND
 ANY  BENCHMARK  REPLACEMENT  CONFORMING  CHANGES,  THAT  SHALL HAVE BEEN
 SELECTED OR RECOMMENDED BY A RELEVANT RECOMMENDING BODY.
   (H) "RECOMMENDED SPREAD ADJUSTMENT" SHALL MEAN A SPREAD ADJUSTMENT, OR
 METHOD FOR CALCULATING OR DETERMINING SUCH SPREAD ADJUSTMENT, (WHICH MAY
 BE A POSITIVE OR NEGATIVE VALUE OR ZERO) THAT SHALL HAVE  BEEN  SELECTED
 OR RECOMMENDED BY A RELEVANT RECOMMENDING BODY TO BE APPLIED TO A RECOM-
 MENDED BENCHMARK REPLACEMENT FOR A PARTICULAR TYPE OF CONTRACT, SECURITY
 OR  INSTRUMENT  AND  FOR A PARTICULAR TERM TO ACCOUNT FOR THE EFFECTS OF

 S. 297                              3
 
 THE TRANSITION OR CHANGE FROM LIBOR TO A RECOMMENDED BENCHMARK  REPLACE-
 MENT.
   (I)  "BENCHMARK  REPLACEMENT  CONFORMING  CHANGES"  SHALL  MEAN,  WITH
 RESPECT TO ANY CONTRACT, SECURITY OR  INSTRUMENT,  ANY  CHANGES,  ALTER-
 ATIONS  OR  MODIFICATIONS THAT ARE ASSOCIATED WITH AND REASONABLY NECES-
 SARY TO THE USE, ADOPTION OR IMPLEMENTATION OF A  RECOMMENDED  BENCHMARK
 REPLACEMENT AND THAT (1) HAVE BEEN SELECTED OR RECOMMENDED BY A RELEVANT
 RECOMMENDING  BODY  TO  REFLECT THE USE, ADOPTION OR IMPLEMENTATION OF A
 RECOMMENDED BENCHMARK REPLACEMENT UNDER OR IN RESPECT OF SUCH  CONTRACT,
 SECURITY  OR  INSTRUMENT OR (2) WOULD NOT, IN THE REASONABLE JUDGMENT OF
 THE DETERMINING PERSON, RESULT IN A DISPOSITION OF SUCH CONTRACT,  SECU-
 RITY OR INSTRUMENT FOR U.S. FEDERAL INCOME TAX PURPOSES.
   (J)  "DETERMINING  PERSON"  SHALL  MEAN, WITH RESPECT TO ANY CONTRACT,
 SECURITY OR INSTRUMENT, ANY PERSON SPECIFIED AS A  "DETERMINING  PERSON"
 OR,  IF NONE IS SPECIFIED, ANY PERSON WITH THE AUTHORITY, RIGHT OR OBLI-
 GATION TO (1) DETERMINE THE  BENCHMARK  REPLACEMENT,  (2)  NOTIFY  OTHER
 PERSONS  OF  THE  OCCURRENCE  OF  A  LIBOR DISCONTINUANCE EVENT, A LIBOR
 REPLACEMENT DATE OR A BENCHMARK REPLACEMENT OR (3) CALCULATE  A  PAYMENT
 BASED ON A BENCHMARK.
   (K) "RELEVANT RECOMMENDING BODY" SHALL MEAN THE FEDERAL RESERVE BOARD,
 THE FEDERAL RESERVE BANK OF NEW YORK, OR THE ALTERNATIVE REFERENCE RATES
 COMMITTEE, OR ANY SUCCESSOR TO ANY OF THEM.
 SECTION 12-102. EFFECT OF LIBOR DISCONTINUANCE.
   (A)  ON THE LIBOR REPLACEMENT DATE, THE RECOMMENDED BENCHMARK REPLACE-
 MENT SHALL, BY OPERATION OF LAW, BE THE BENCHMARK  REPLACEMENT  FOR  ANY
 CONTRACT,  SECURITY  OR INSTRUMENT THAT:   (1) USES LIBOR AS A BENCHMARK
 AND CONTAINS NO FALLBACK PROVISIONS OR;
   (2) CONTAINS FALLBACK PROVISIONS THAT PROVIDE FOR A BENCHMARK REPLACE-
 MENT THAT IS BASED IN ANY WAY ON ANY LIBOR VALUE.
   (B) FOLLOWING THE OCCURRENCE OF  A  LIBOR  DISCONTINUANCE  EVENT,  ANY
 FALLBACK PROVISIONS THAT PROVIDE FOR A BENCHMARK REPLACEMENT BASED ON OR
 OTHERWISE  INVOLVING  A POLL, SURVEY OR INQUIRIES FOR QUOTES OR INFORMA-
 TION CONCERNING INTERBANK LENDING RATES OR ANY INTEREST  RATE  BASED  ON
 LIBOR SHALL BE DISREGARDED AS IF NOT INCLUDED IN SUCH CONTRACT, SECURITY
 OR INSTRUMENT AND SHALL BE DEEMED NULL AND VOID AND WITHOUT ANY FORCE OR
 EFFECT.
   (C)  FOLLOWING  THE  OCCURRENCE  OF  A LIBOR DISCONTINUANCE EVENT, ANY
 DETERMINING PERSON SHALL BE PERMITTED, BUT SHALL  NOT  BE  REQUIRED,  TO
 SELECT  A RECOMMENDED BENCHMARK REPLACEMENT AS THE BENCHMARK REPLACEMENT
 UNDER OR IN RESPECT OF ANY CONTRACT, SECURITY  OR  INSTRUMENT,  PROVIDED
 THAT  SUCH  CONTRACT,  SECURITY  OR  INSTRUMENT  IS  NOT SUBJECT TO THIS
 SECTION AND PROVIDED  FURTHER  THAT  THE  SELECTION  OF  SUCH  BENCHMARK
 REPLACEMENT SHALL BE IRREVOCABLE AND SHALL BE MADE NO LATER THAN:
   (1)  THE TIME, IF ANY, SPECIFIED IN SUCH CONTRACT, SECURITY OR INSTRU-
 MENT FOR MAKING SUCH SELECTION; OR
   (2) IF NO SUCH TIME IS SPECIFIED IN THE CONTRACT, SECURITY OR  INSTRU-
 MENT,  THE  FIRST  DATE  THAT  IS  AT  LEAST 60 DAYS FOLLOWING THE LIBOR
 REPLACEMENT DATE ON WHICH ANY VALUATION, PAYMENT  OR  OTHER  MEASUREMENT
 UNDER OR IN RESPECT OF SUCH CONTRACT, SECURITY OR INSTRUMENT IS REQUIRED
 TO BE CALCULATED OR DETERMINED BY REFERENCE TO A BENCHMARK REPLACEMENT.
   (D)  THE  PROVISIONS OF THIS ARTICLE SHALL NOT ALTER OR IMPAIR (1) ANY
 WRITTEN AGREEMENT BY ALL REQUISITE PARTIES THAT PROVIDES, RETROSPECTIVE-
 LY OR PROSPECTIVELY, THAT A CONTRACT, SECURITY OR INSTRUMENT  SHALL  NOT
 BE  SUBJECT  TO THIS ARTICLE (WITHOUT NECESSARILY REFERRING SPECIFICALLY
 TO THIS ARTICLE); (2) ANY CONTRACT, SECURITY OR INSTRUMENT THAT CONTAINS
 FALLBACK PROVISIONS THAT, AFTER THE APPLICATION  OF  SUBSECTION  (A)  OF

 S. 297                              4
 
 THIS  SECTION, WOULD RESULT IN A BENCHMARK REPLACEMENT THAT IS NOT BASED
 ON LIBOR (INCLUDING, BUT NOT LIMITED TO, THE PRIME RATE OR  THE  FEDERAL
 FUNDS  RATE);  (3)  ANY  CONTRACT,  SECURITY  OR  INSTRUMENT  SUBJECT TO
 SUBSECTION (C) OF THIS SECTION AS TO WHICH A DETERMINING PERSON DOES NOT
 ELECT  TO  USE  A  RECOMMENDED  BENCHMARK  REPLACEMENT OR THAT PERMITS A
 DETERMINING PERSON TO USE A RECOMMENDED BENCHMARK REPLACEMENT  PRIOR  TO
 THE  OCCURRENCE  OF A LIBOR DISCONTINUANCE EVENT; OR (4) THE APPLICATION
 TO A RECOMMENDED BENCHMARK REPLACEMENT OF ANY CAP,  FLOOR,  MODIFIER  OR
 SPREAD  ADJUSTMENT TO WHICH LIBOR HAD BEEN SUBJECT PURSUANT TO THE TERMS
 OF A CONTRACT, SECURITY OR INSTRUMENT. FOR PURPOSES  OF  THE  FOREGOING,
 "REQUISITE  PARTIES"  MEANS  ALL PARTIES REQUIRED TO AMEND THE TERMS AND
 PROVISIONS OF A CONTRACT, SECURITY OR INSTRUMENT THAT WOULD OTHERWISE BE
 ALTERED OR IMPAIRED BY THIS ARTICLE.
   (E) NOTWITHSTANDING THIS CHAPTER OR ANY OTHER LAW OF THIS STATE,  THIS
 ARTICLE  SHALL  APPLY  TO  ALL  CONTRACTS,  SECURITIES  AND  INSTRUMENTS
 (INCLUDING CONTRACTS, WITH RESPECT TO COMMERCIAL TRANSACTIONS) AND SHALL
 NOT BE DEEMED TO BE DISPLACED BY ANY OTHER LAW OF THIS STATE.
 SECTION 12-103. CONTINUITY OF CONTRACT AND SAFE HARBOR.
   (A) THE USE OF A RECOMMENDED  BENCHMARK  REPLACEMENT  AS  A  BENCHMARK
 REPLACEMENT  UNDER  OR  IN RESPECT OF A CONTRACT, SECURITY OR INSTRUMENT
 SHALL CONSTITUTE:
   (1) A  COMMERCIALLY  REASONABLE  SUBSTITUTE  FOR  AND  A  COMMERCIALLY
 SUBSTANTIAL EQUIVALENT TO LIBOR;
   (2)  A  REASONABLE, COMPARABLE OR ANALOGOUS TERM FOR LIBOR UNDER OR IN
 RESPECT OF SUCH CONTRACT, SECURITY OR INSTRUMENT; AND
   (3) SUBSTANTIAL PERFORMANCE BY ANY PERSON OF ANY RIGHT  OR  OBLIGATION
 UNDER OR IN RESPECT OF A CONTRACT, SECURITY OR INSTRUMENT RELATING TO OR
 BASED ON LIBOR.
   (B)  NONE  OF  (1) A LIBOR DISCONTINUANCE EVENT OR A LIBOR REPLACEMENT
 DATE, (2) THE USE OF A RECOMMENDED BENCHMARK REPLACEMENT AS A  BENCHMARK
 REPLACEMENT  OR  (3)  THE  IMPLEMENTATION  OR  PERFORMANCE  OF BENCHMARK
 REPLACEMENT CONFORMING CHANGES SHALL HAVE THE EFFECT OF (I)  DISCHARGING
 OR  EXCUSING  PERFORMANCE UNDER ANY CONTRACT, SECURITY OR INSTRUMENT FOR
 ANY REASON, CLAIM OR DEFENSE (INCLUDING, BUT NOT LIMITED TO,  ANY  FORCE
 MAJEURE  OR  OTHER  PROVISION  IN ANY CONTRACT, SECURITY OR INSTRUMENT);
 (II) GIVING ANY PERSON THE RIGHT TO UNILATERALLY  TERMINATE  OR  SUSPEND
 PERFORMANCE UNDER ANY CONTRACT, SECURITY OR INSTRUMENT; (III) CONSTITUT-
 ING  A  BREACH OF A CONTRACT, SECURITY OR INSTRUMENT; OR (IV) VOIDING OR
 NULLIFYING ANY CONTRACT, SECURITY OR INSTRUMENT.
   (C) IF A RECOMMENDED BENCHMARK REPLACEMENT  IS  USED  AS  A  BENCHMARK
 REPLACEMENT  OR  A  DETERMINING  PERSON IMPLEMENTS BENCHMARK REPLACEMENT
 CONFORMING CHANGES UNDER OR  IN  RESPECT  OF  A  CONTRACT,  SECURITY  OR
 INSTRUMENT  IN  ACCORDANCE  WITH  THIS  TITLE,  NO PERSON SHALL HAVE ANY
 LIABILITY FOR DAMAGES TO ANY PERSON  OR  BE  SUBJECT  TO  ANY  CLAIM  OR
 REQUEST  FOR  EQUITABLE RELIEF ARISING OUT OF OR RELATED TO THE USE OF A
 RECOMMENDED BENCHMARK REPLACEMENT OR THE IMPLEMENTATION  OR  PERFORMANCE
 OF  BENCHMARK REPLACEMENT CONFORMING CHANGES, AND THE USE OF SUCH RECOM-
 MENDED BENCHMARK REPLACEMENT OR THE  IMPLEMENTATION  OR  PERFORMANCE  OF
 BENCHMARK  REPLACEMENT  CONFORMING  CHANGES  SHALL  NOT GIVE RISE TO ANY
 CLAIM OR CAUSE OF ACTION BY ANY PERSON IN LAW OR IN EQUITY.
   (D) THE USE OF A RECOMMENDED BENCHMARK REPLACEMENT OR THE  IMPLEMENTA-
 TION  OR  PERFORMANCE  OF  BENCHMARK  REPLACEMENT  CONFORMING CHANGES AS
 PROVIDED IN THIS ARTICLE SHALL BE DEEMED TO (1) NOT BE AN  AMENDMENT  OR
 MODIFICATION  OF ANY CONTRACT, SECURITY OR INSTRUMENT AND (2) NOT IMPAIR
 OR HAVE A MATERIAL OR ADVERSE EFFECT ON ANY  PERSON'S  RIGHTS  OR  OBLI-
 GATIONS UNDER OR IN RESPECT OF ANY CONTRACT, SECURITY OR INSTRUMENT.

 S. 297                              5
 
   (E)  EXCEPT  IN THE CASE OF A CONTRACT, SECURITY OR INSTRUMENT COVERED
 BY SUBSECTIONS (A) OR  (B)  OF  SECTION  12-102  OF  THIS  ARTICLE,  THE
 PROVISIONS  OF  THIS  ARTICLE  SHALL  NOT BE INTERPRETED AS CREATING ANY
 NEGATIVE INFERENCE OR NEGATIVE PRESUMPTION  REGARDING  THE  VALIDITY  OR
 ENFORCEABILITY  OF  (1)  ANY  BENCHMARK REPLACEMENT THAT IS NOT A RECOM-
 MENDED REPLACEMENT BENCHMARK, (2) ANY SPREAD ADJUSTMENT, OR  METHOD  FOR
 CALCULATING  OR  DETERMINING  A  SPREAD ADJUSTMENT, THAT IS NOT A RECOM-
 MENDED SPREAD ADJUSTMENT OR (3) ANY CHANGES,  ALTERATIONS  OR  MODIFICA-
 TIONS  TO  OR  IN RESPECT OF A CONTRACT, SECURITY OR INSTRUMENT THAT ARE
 NOT BENCHMARK REPLACEMENT CONFORMING CHANGES.
 § 12-104. SEVERABILITY.
   IF ANY CLAUSE, SENTENCE, PARAGRAPH, SECTION OR PART  OF  THIS  ARTICLE
 SHALL  BE  ADJUDGED BY ANY COURT OF COMPETENT JURISDICTION TO BE INVALID
 AND AFTER EXHAUSTION OF ALL FURTHER JUDICIAL REVIEW, THE JUDGMENT  SHALL
 NOT  AFFECT,  IMPAIR  OR  INVALIDATE THE REMAINDER THEREOF, BUT SHALL BE
 CONFINED IN ITS OPERATION TO THE CLAUSE, SENTENCE, PARAGRAPH, SECTION OR
 PART OF THIS ARTICLE DIRECTLY INVOLVED IN THE CONTROVERSY IN  WHICH  THE
 JUDGMENT SHALL HAVE BEEN RENDERED.
   § 2. This act shall take effect immediately.

S297A - Details

See Assembly Version of this Bill:: A164
Law Section:: Uniform Commercial Code
Laws Affected:: Add Art 18-C §§18-400 - 18-403, Gen Ob L
Versions Introduced in 2019-2020 Legislative Session:: S9070, A11098

S297A - Summary

S297A - Sponsor Memo

 
BILL NUMBER: S297A

SPONSOR: THOMAS
 
TITLE OF BILL:

An act to amend the general obligations law, in relation to the discon-
tinuance of the London interbank offered rate (Part PP)

 
PURPOSE OR GENERAL IDEA OF BILL:

The purpose of this bill is to minimize costly and disruptive litigation
by providing legal certainty for the issues arising under New York
resulting from the permanent discontinuance of LIBOR.

 
SUMMARY OF PROVISIONS:

Section 1 amends the general obligations law to add a new article 18-C
relating to London Interbank Offered Rate ("LIBOR") discontinuance.

Section 18-400 contains definitions.

Section 18-401 provides that the recommended benchmark replacement is
mandatory, upon LIBOR's discontinuance, for any contract, security or
instrument that uses LIBOR and is silent as to fallback language or
falls back to a LIBOR based rate.

After LIBOR discontinuance, any contract, security or instrument with
language that falls back to a LIBOR based rate or includes a fallback to
polling for LIBOR or other interbank funding rate is void.  The recom-
mended benchmark replacement is optional, upon LIBOR's discontinuance,
for any contract, security or instrument that gives a determining person
the right to exercise discretion or judgment regarding fallback
language.  Nothing in this section overrides language in a contract,
security or instrument that falls back to an express non-LIBOR based
rate.

Section 18-402 establishes that the recommended benchmark replacement is
a commercially reasonable substitute for and a commercially substantial
equivalent to LIBOR. Using the recommended benchmark replacement does
not discharge or excuse performance. Using the recommended benchmark
replacement provides a safe harbor from litigation. Using the recom-
mended benchmark replacement does not amend or modify the contract,
security or instrument or impair or have a material or adverse effect on
any person's rights or obligations.

Section 18-403 contains a severability clause. Section 2 is the effec-
tive date.

 
JUSTIFICATION:

The London Interbank Offered Rate ("LIBOR") is the most referenced short
term interest rate in the world. It's estimated $200 trillion of finan-
cial contracts and securities are tied to U.S.D LIBOR.  LIBOR is based
on relatively few transactions and relies heavily on expert judgement in
determining the rate. The scarcity of underlying transactions makes
LIBOR potentially unsustainable. As a result, the regulator that over-
sees LIBOR, the U.K.'s Financial Conduct Authority, has announced that
it will not compel the panel banks to continue to contribute to publica-
tion of LIBOR after 2021. This leaves financial markets in a situation
where numerous products reference LIBOR but LIBOR is likely to cease,
requiring alternative solutions.

In the United States, the Federal Reserve convened the Alternative
Reference Rates Committee ("ARRC") to develop recommendations to facili-
tate the transition away from U.S. dollar LIBOR. The ARRC is comprised
of a diverse set of private sector entities and official-sector ex-offi-
cio members including the Federal Reserve, the Treasury Department, the
Consumer Finance Protection Bureau, the Commodity Futures Trading
Commission and the Securities and Exchange Commission.

The ARRC recommended a rate to replace LIBOR called the Secured Over-
night Financing Rate (SOFR) which the Federal Reserve Bank of New York
began publishing in 2018. SOFR is a broad measure of the cost of borrow-
ing cash overnight collateralized by U.S. Treasury securities in repur-
chase agreement (repo) markets. The overnight repo mark consists of
approximately $1 trillion of transactions per day.  Through the ARRC's
promotion of SOFR over 25 institutions began voluntarily transitioning
to SOFR. However, existing contracts that reference LIBOR pose a unique
problem when they do not include adequate "fallback language"
provisions. Fallback language refers to legal provisions in a contract
that apply if the underlying reference rate in the product (i.e. LIBOR)
is discontinued or unavailable.  When LIBOR is discontinued, consumers,
businesses, lenders, and investors in New York will be faced with legal
uncertainty and adverse economic impacts on hundreds of thousands of
affected financial contracts, including mortgages, student loans, credit
cards, business loans, business contracts, and securities. To mitigate
the risk of economic disruption, this bill would mandate the use of the
recommended benchmark replacement for contracts that are silent on fall
back language or fall back to a LIBOR based rate.

 
PRIOR LEGISLATIVE HISTORY:

2020: S.9070 (Thomas) - Referred to Rules Committee/A.11098 Rules
(Zebrowski) - Referred to Judiciary Committee.

 
FISCAL IMPLICATIONS:

None noted to the State.

 
EFFECTIVE DATE:
This act shall take effect immediately.

S297A - Bill Text download pdf

 
                     S T A T E   O F   N E W   Y O R K
 ________________________________________________________________________
 
                                  297--A
 
                        2021-2022 Regular Sessions
 
                             I N  S E N A T E
 
                                (PREFILED)
 
                              January 6, 2021
                                ___________
 
 Introduced  by  Sen.  THOMAS -- read twice and ordered printed, and when
   printed to be committed to the Committee  on  Judiciary  --  committee
   discharged, bill amended, ordered reprinted as amended and recommitted
   to said committee

 AN  ACT to amend the general obligations law, in relation to the discon-
   tinuance of the London interbank offered rate (Part PP)
 
   THE PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND  ASSEM-
 BLY, DO ENACT AS FOLLOWS:
 
                                  PART PP
 
   Section  1.  The  general  obligations  law is amended by adding a new
 article 18-C to read as follows:
                               ARTICLE 18-C
                           LIBOR DISCONTINUANCE
 SECTION 18-400. DEFINITIONS.
         18-401. EFFECT OF LIBOR DISCONTINUANCE ON AGREEMENTS.
         18-402. CONTINUITY OF CONTRACT AND SAFE HARBOR.
         18-403. SEVERABILITY.
   § 18-400. DEFINITIONS. AS USED IN THIS  ARTICLE  THE  FOLLOWING  TERMS
 SHALL HAVE THE FOLLOWING MEANINGS:
   1. "LIBOR" SHALL MEAN, FOR PURPOSES OF THE APPLICATION OF THIS ARTICLE
 TO  ANY  PARTICULAR  CONTRACT, SECURITY OR INSTRUMENT, U.S. DOLLAR LIBOR
 (FORMERLY KNOWN AS THE LONDON INTERBANK OFFERED RATE) AS ADMINISTERED BY
 ICE BENCHMARK ADMINISTRATION LIMITED (OR ANY  PREDECESSOR  OR  SUCCESSOR
 THEREOF),  OR  ANY  TENOR THEREOF, AS APPLICABLE, THAT IS USED IN MAKING
 ANY CALCULATION OR DETERMINATION THEREUNDER.
   2. "LIBOR DISCONTINUANCE EVENT" SHALL MEAN THE EARLIEST  TO  OCCUR  OF
 ANY OF THE FOLLOWING:
 
  EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                       [ ] is old law to be omitted.
                                                            LBD03775-02-1

 S. 297--A                           2
 
   A. A PUBLIC STATEMENT OR PUBLICATION OF INFORMATION BY OR ON BEHALF OF
 THE ADMINISTRATOR OF LIBOR ANNOUNCING THAT SUCH ADMINISTRATOR HAS CEASED
 OR  WILL  CEASE  TO PROVIDE LIBOR, PERMANENTLY OR INDEFINITELY, PROVIDED
 THAT, AT THE TIME OF THE STATEMENT OR PUBLICATION, THERE IS NO SUCCESSOR
 ADMINISTRATOR THAT WILL CONTINUE TO PROVIDE LIBOR;
   B.  A PUBLIC STATEMENT OR PUBLICATION OF INFORMATION BY THE REGULATORY
 SUPERVISOR FOR THE ADMINISTRATOR OF LIBOR,  THE  UNITED  STATES  FEDERAL
 RESERVE SYSTEM, AN INSOLVENCY OFFICIAL WITH JURISDICTION OVER THE ADMIN-
 ISTRATOR  FOR  LIBOR,  A RESOLUTION AUTHORITY WITH JURISDICTION OVER THE
 ADMINISTRATOR FOR LIBOR OR A COURT OR AN ENTITY WITH SIMILAR  INSOLVENCY
 OR  RESOLUTION  AUTHORITY OVER THE ADMINISTRATOR FOR LIBOR, WHICH STATES
 THAT THE ADMINISTRATOR OF LIBOR HAS CEASED  OR  WILL  CEASE  TO  PROVIDE
 LIBOR  PERMANENTLY  OR  INDEFINITELY,  PROVIDED THAT, AT THE TIME OF THE
 STATEMENT OR PUBLICATION, THERE IS NO SUCCESSOR ADMINISTRATOR THAT  WILL
 CONTINUE TO PROVIDE LIBOR; OR 
   C.  A PUBLIC STATEMENT OR PUBLICATION OF INFORMATION BY THE REGULATORY
 SUPERVISOR FOR THE ADMINISTRATOR OF LIBOR ANNOUNCING THAT  LIBOR  IS  NO
 LONGER  REPRESENTATIVE.   FOR PURPOSES OF THIS SUBDIVISION TWO, A PUBLIC
 STATEMENT OR PUBLICATION OF INFORMATION THAT AFFECTS  ONE OR MORE TENORS
 OF LIBOR SHALL NOT CONSTITUTE A LIBOR DISCONTINUANCE EVENT WITH  RESPECT
 TO   ANY CONTRACT, SECURITY OR INSTRUMENT THAT (I) PROVIDES FOR ONLY ONE
 TENOR OF LIBOR,  IF  SUCH  CONTRACT,  SECURITY  OR  INSTRUMENT  REQUIRES
 INTERPOLATION  AND SUCH TENOR CAN BE INTERPOLATED FROM LIBOR TENORS THAT
 ARE NOT SO AFFECTED, OR (II) PERMITS A PARTY TO CHOOSE  FROM  MORE  THAN
 ONE  TENOR OF LIBOR AND ANY OF SUCH TENORS (A) IS NOT SO AFFECTED OR (B)
 IF SUCH CONTRACT, SECURITY OR INSTRUMENT REQUIRES INTERPOLATION, CAN  BE
 INTERPOLATED FROM LIBOR TENORS THAT ARE NOT SO AFFECTED.
   3. "LIBOR REPLACEMENT DATE" SHALL MEAN:
   A.  IN THE CASE OF A LIBOR DISCONTINUANCE EVENT DESCRIBED IN PARAGRAPH
 A OR B OF SUBDIVISION TWO OF THIS SECTION, THE LATER OF (I) THE DATE  OF
 THE  PUBLIC  STATEMENT OR PUBLICATION OF INFORMATION REFERENCED THEREIN;
 AND (II) THE DATE ON WHICH THE ADMINISTRATOR  OF  LIBOR  PERMANENTLY  OR
 INDEFINITELY CEASES TO PROVIDE LIBOR; AND
   B.  IN THE CASE OF A LIBOR DISCONTINUANCE EVENT DESCRIBED IN PARAGRAPH
 C OF SUBDIVISION TWO OF THIS SECTION, THE DATE OF THE  PUBLIC  STATEMENT
 OR  PUBLICATION OF INFORMATION REFERENCED THEREIN.  FOR PURPOSES OF THIS
 SUBDIVISION THREE, A DATE THAT AFFECTS ONE OR MORE TENORS OF LIBOR SHALL
 NOT CONSTITUTE A LIBOR REPLACEMENT DATE WITH RESPECT  TO  ANY  CONTRACT,
 SECURITY OR INSTRUMENT THAT (I) PROVIDES FOR ONLY ONE TENOR OF LIBOR, IF
 SUCH  CONTRACT,  SECURITY  OR INSTRUMENT REQUIRES INTERPOLATION AND SUCH
 TENOR CAN BE INTERPOLATED FROM LIBOR TENORS THAT ARE NOT SO AFFECTED, OR
 (II) PERMITS A PARTY TO CHOOSE FROM MORE THAN ONE TENOR OF LIBOR AND ANY
 OF SUCH TENORS (A) IS NOT SO AFFECTED OR (B) IF SUCH CONTRACT,  SECURITY
 OR  INSTRUMENT  REQUIRES  INTERPOLATION,  CAN BE INTERPOLATED FROM LIBOR
 TENORS THAT ARE NOT SO AFFECTED.
   4. "FALLBACK PROVISIONS" SHALL MEAN TERMS IN A CONTRACT,  SECURITY  OR
 INSTRUMENT  THAT  SET FORTH A METHODOLOGY OR PROCEDURE FOR DETERMINING A
 BENCHMARK REPLACEMENT, INCLUDING ANY TERMS RELATING TO THE DATE ON WHICH
 THE BENCHMARK REPLACEMENT BECOMES EFFECTIVE, WITHOUT REGARD TO WHETHER A
 BENCHMARK REPLACEMENT CAN BE DETERMINED IN ACCORDANCE WITH SUCH  METHOD-
 OLOGY OR PROCEDURE.
   5. "BENCHMARK" SHALL MEAN AN INDEX OF INTEREST RATES OR DIVIDEND RATES
 THAT IS USED, IN WHOLE OR IN PART, AS THE BASIS OF OR AS A REFERENCE FOR
 CALCULATING  OR  DETERMINING ANY VALUATION, PAYMENT OR OTHER MEASUREMENT
 UNDER OR IN RESPECT OF A CONTRACT, SECURITY OR INSTRUMENT.

 S. 297--A                           3
 
   6. "BENCHMARK REPLACEMENT" SHALL MEAN A BENCHMARK, OR AN INTEREST RATE
 OR DIVIDEND RATE (WHICH MAY OR MAY NOT BE BASED IN WHOLE OR IN PART ON A
 PRIOR SETTING OF LIBOR), TO REPLACE LIBOR OR ANY INTEREST RATE OR  DIVI-
 DEND  RATE  BASED ON LIBOR, WHETHER ON A TEMPORARY, PERMANENT OR INDEFI-
 NITE BASIS, UNDER OR IN RESPECT OF A CONTRACT, SECURITY OR INSTRUMENT.
   7. "RECOMMENDED BENCHMARK REPLACEMENT" SHALL MEAN, WITH RESPECT TO ANY
 PARTICULAR  TYPE  OF  CONTRACT,  SECURITY  OR  INSTRUMENT,  A  BENCHMARK
 REPLACEMENT BASED ON SOFR, WHICH SHALL INCLUDE  ANY  RECOMMENDED  SPREAD
 ADJUSTMENT  AND ANY BENCHMARK REPLACEMENT CONFORMING CHANGES, THAT SHALL
 HAVE BEEN SELECTED OR RECOMMENDED BY A RELEVANT RECOMMENDING  BODY  WITH
 RESPECT TO SUCH TYPE OF CONTRACT, SECURITY OR INSTRUMENT.
   8.  "RECOMMENDED SPREAD ADJUSTMENT" SHALL MEAN A SPREAD ADJUSTMENT, OR
 METHOD FOR CALCULATING OR DETERMINING SUCH SPREAD ADJUSTMENT, (WHICH MAY
 BE A POSITIVE OR NEGATIVE VALUE OR ZERO) THAT SHALL HAVE  BEEN  SELECTED
 OR  RECOMMENDED BY A RELEVANT RECOMMENDING BODY FOR A RECOMMENDED BENCH-
 MARK REPLACEMENT FOR A PARTICULAR TYPE OF CONTRACT, SECURITY OR  INSTRU-
 MENT AND FOR A PARTICULAR TERM TO ACCOUNT FOR THE EFFECTS OF THE TRANSI-
 TION OR CHANGE FROM LIBOR TO A RECOMMENDED BENCHMARK REPLACEMENT.
   9. "BENCHMARK REPLACEMENT CONFORMING CHANGES" SHALL MEAN, WITH RESPECT
 TO ANY TYPE OF CONTRACT, SECURITY OR INSTRUMENT, ANY TECHNICAL, ADMINIS-
 TRATIVE  OR  OPERATIONAL  CHANGES, ALTERATIONS OR MODIFICATIONS THAT ARE
 ASSOCIATED WITH AND REASONABLY NECESSARY TO THE  USE,  ADOPTION,  CALCU-
 LATION  OR  IMPLEMENTATION  OF  A  RECOMMENDED BENCHMARK REPLACEMENT AND
 THAT:
   A. HAVE BEEN SELECTED OR RECOMMENDED BY A RELEVANT RECOMMENDING  BODY;
 AND
   B.  IF,  IN  THE  REASONABLE  JUDGMENT  OF THE CALCULATING PERSON, THE
 BENCHMARK REPLACEMENT CONFORMING CHANGES SELECTED OR RECOMMENDED  PURSU-
 ANT  TO  PARAGRAPH  A OF THIS SUBDIVISION DO NOT APPLY TO SUCH CONTRACT,
 SECURITY OR INSTRUMENT OR ARE INSUFFICIENT TO PERMIT ADMINISTRATION  AND
 CALCULATION  OF  THE  RECOMMENDED  BENCHMARK REPLACEMENT, THEN BENCHMARK
 REPLACEMENT CONFORMING CHANGES SHALL INCLUDE SUCH OTHER CHANGES,  ALTER-
 ATIONS  OR  MODIFICATIONS THAT, IN THE REASONABLE JUDGMENT OF THE CALCU-
 LATING PERSON:
   (I) ARE NECESSARY TO PERMIT  ADMINISTRATION  AND  CALCULATION  OF  THE
 RECOMMENDED  BENCHMARK REPLACEMENT UNDER OR IN RESPECT OF SUCH CONTRACT,
 SECURITY OR INSTRUMENT IN A MANNER CONSISTENT WITH MARKET  PRACTICE  FOR
 SUBSTANTIALLY  SIMILAR  CONTRACTS, SECURITIES OR INSTRUMENTS AND, TO THE
 EXTENT PRACTICABLE, THE MANNER  IN  WHICH  SUCH  CONTRACT,  SECURITY  OR
 INSTRUMENT  WAS  ADMINISTERED IMMEDIATELY PRIOR TO THE LIBOR REPLACEMENT
 DATE; AND
   (II) WOULD NOT RESULT IN A DISPOSITION OF SUCH CONTRACT,  SECURITY  OR
 INSTRUMENT FOR U.S. FEDERAL INCOME TAX PURPOSES.
   10.  "DETERMINING  PERSON"  SHALL  MEAN, WITH RESPECT TO ANY CONTRACT,
 SECURITY OR INSTRUMENT, IN THE FOLLOWING ORDER OF PRIORITY:
   A. ANY PERSON SPECIFIED AS A "DETERMINING PERSON"; OR
   B. ANY PERSON WITH THE AUTHORITY, RIGHT OR OBLIGATION TO:
   (I) DETERMINE THE BENCHMARK REPLACEMENT THAT WILL TAKE EFFECT  ON  THE
 LIBOR REPLACEMENT DATE,
   (II)  CALCULATE OR DETERMINE A VALUATION, PAYMENT OR OTHER MEASUREMENT
 BASED ON A BENCHMARK, OR
   (III) NOTIFY OTHER PERSONS OF THE OCCURRENCE OF A LIBOR DISCONTINUANCE
 EVENT, A LIBOR REPLACEMENT DATE OR A BENCHMARK REPLACEMENT.
   11. "RELEVANT RECOMMENDING BODY" SHALL MEAN THE FEDERAL RESERVE BOARD,
 THE FEDERAL RESERVE BANK OF NEW YORK, OR THE ALTERNATIVE REFERENCE RATES
 COMMITTEE, OR ANY SUCCESSOR TO ANY OF THEM.

 S. 297--A                           4
 
   12. "SOFR" SHALL MEAN, WITH RESPECT TO ANY DAY, THE SECURED  OVERNIGHT
 FINANCING RATE PUBLISHED FOR SUCH DAY BY THE FEDERAL RESERVE BANK OF NEW
 YORK,  AS THE ADMINISTRATOR OF THE BENCHMARK (OR A SUCCESSOR ADMINISTRA-
 TOR), ON THE FEDERAL RESERVE BANK OF NEW YORK'S WEBSITE.
   13.  "CALCULATING  PERSON"  SHALL  MEAN, WITH RESPECT TO ANY CONTRACT,
 SECURITY OR INSTRUMENT, ANY PERSON (WHICH MAY BE THE DETERMINING PERSON)
 RESPONSIBLE FOR CALCULATING OR DETERMINING  ANY  VALUATION,  PAYMENT  OR
 OTHER MEASUREMENT BASED ON A BENCHMARK.
   14. "CONTRACT, SECURITY, OR INSTRUMENT" SHALL INCLUDE, WITHOUT LIMITA-
 TION,  ANY CONTRACT, AGREEMENT, MORTGAGE, DEED OF TRUST, LEASE, SECURITY
 (WHETHER REPRESENTING DEBT OR EQUITY, AND INCLUDING ANY  INTEREST  IN  A
 CORPORATION,  A PARTNERSHIP OR A LIMITED LIABILITY COMPANY), INSTRUMENT,
 OR OTHER OBLIGATION.
   § 18-401. EFFECT OF LIBOR DISCONTINUANCE  ON  AGREEMENTS.  1.  ON  THE
 LIBOR  REPLACEMENT DATE, THE RECOMMENDED BENCHMARK REPLACEMENT SHALL, BY
 OPERATION OF LAW, BE THE BENCHMARK REPLACEMENT FOR ANY CONTRACT, SECURI-
 TY OR INSTRUMENT THAT USES LIBOR AS A BENCHMARK AND:
   A. CONTAINS NO FALLBACK PROVISIONS; OR
   B. CONTAINS FALLBACK PROVISIONS THAT RESULT IN  A  BENCHMARK  REPLACE-
 MENT,  OTHER  THAN A RECOMMENDED BENCHMARK REPLACEMENT, THAT IS BASED IN
 ANY WAY ON ANY LIBOR VALUE.
   2. FOLLOWING THE OCCURRENCE OF A LIBOR DISCONTINUANCE EVENT, ANY FALL-
 BACK PROVISIONS IN A CONTRACT, SECURITY, OR INSTRUMENT THAT PROVIDE  FOR
 A  BENCHMARK  REPLACEMENT BASED ON OR OTHERWISE INVOLVING A POLL, SURVEY
 OR INQUIRIES FOR QUOTES  OR  INFORMATION  CONCERNING  INTERBANK  LENDING
 RATES  OR  ANY  INTEREST  RATE  OR DIVIDEND RATE BASED ON LIBOR SHALL BE
 DISREGARDED AS IF NOT INCLUDED IN SUCH CONTRACT, SECURITY OR  INSTRUMENT
 AND SHALL BE DEEMED NULL AND VOID AND WITHOUT ANY FORCE OR EFFECT.
   3.  THIS SUBDIVISION SHALL APPLY TO ANY CONTRACT, SECURITY, OR INSTRU-
 MENT THAT USES LIBOR AS A BENCHMARK  AND  CONTAINS  FALLBACK  PROVISIONS
 THAT PERMIT OR REQUIRE THE SELECTION OF A BENCHMARK REPLACEMENT THAT IS:
   A. BASED IN ANY WAY ON ANY LIBOR VALUE; OR
   B. THE SUBSTANTIVE EQUIVALENT OF PARAGRAPH (A), (B) OR (C) OF SUBDIVI-
 SION ONE OF SECTION 18-402 OF THIS ARTICLE.
   A  DETERMINING PERSON SHALL HAVE THE AUTHORITY UNDER THIS ARTICLE, BUT
 SHALL NOT BE REQUIRED, TO SELECT ON OR AFTER THE OCCURRENCE OF  A  LIBOR
 DISCONTINUANCE EVENT THE RECOMMENDED BENCHMARK REPLACEMENT AS THE BENCH-
 MARK  REPLACEMENT.  SUCH SELECTION OF THE RECOMMENDED BENCHMARK REPLACE-
 MENT SHALL BE:
   (I) IRREVOCABLE;
   (II) MADE BY THE EARLIER OF EITHER THE LIBOR REPLACEMENT DATE, OR  THE
 LATEST  DATE  FOR  SELECTING  A  BENCHMARK REPLACEMENT ACCORDING TO SUCH
 CONTRACT, SECURITY, OR INSTRUMENT; AND
   (III) USED IN ANY  DETERMINATIONS  OF  THE  BENCHMARK  UNDER  OR  WITH
 RESPECT  TO SUCH CONTRACT, SECURITY OR INSTRUMENT OCCURRING ON AND AFTER
 THE LIBOR REPLACEMENT DATE.
   4. IF  A  RECOMMENDED  BENCHMARK  REPLACEMENT  BECOMES  THE  BENCHMARK
 REPLACEMENT FOR ANY CONTRACT, SECURITY, OR INSTRUMENT PURSUANT TO SUBDI-
 VISION  ONE  OR  SUBDIVISION  THREE  OF THIS SECTION, THEN ALL BENCHMARK
 REPLACEMENT CONFORMING CHANGES THAT ARE APPLICABLE (IN  ACCORDANCE  WITH
 THE  DEFINITION  OF  BENCHMARK  REPLACEMENT  CONFORMING CHANGES) TO SUCH
 RECOMMENDED BENCHMARK REPLACEMENT SHALL BECOME AN INTEGRAL PART OF  SUCH
 CONTRACT, SECURITY, OR INSTRUMENT BY OPERATION OF LAW.
   5. THE PROVISIONS OF THIS ARTICLE SHALL NOT ALTER OR IMPAIR:
   A. ANY WRITTEN AGREEMENT BY ALL REQUISITE PARTIES THAT, RETROSPECTIVE-
 LY  OR  PROSPECTIVELY,  A CONTRACT, SECURITY, OR INSTRUMENT SHALL NOT BE

 S. 297--A                           5
 
 SUBJECT TO THIS ARTICLE WITHOUT NECESSARILY  REFERRING  SPECIFICALLY  TO
 THIS  ARTICLE.  FOR  PURPOSES  OF  THIS SUBDIVISION, "REQUISITE PARTIES"
 MEANS ALL PARTIES REQUIRED TO  AMEND  THE  TERMS  AND  PROVISIONS  OF  A
 CONTRACT,  SECURITY,  OR  INSTRUMENT  THAT WOULD OTHERWISE BE ALTERED OR
 AFFECTED BY THIS ARTICLE;
   B.  ANY  CONTRACT,  SECURITY  OR  INSTRUMENT  THAT  CONTAINS  FALLBACK
 PROVISIONS  THAT  WOULD  RESULT  IN  A BENCHMARK REPLACEMENT THAT IS NOT
 BASED ON LIBOR, INCLUDING, BUT NOT LIMITED TO, THE  PRIME  RATE  OR  THE
 FEDERAL  FUNDS  RATE, EXCEPT THAT SUCH  CONTRACT, SECURITY OR INSTRUMENT
 SHALL BE SUBJECT TO SUBDIVISION TWO OF THIS SECTION;
   C. ANY CONTRACT, SECURITY, OR INSTRUMENT SUBJECT TO SUBDIVISION  THREE
 OF THIS SECTION AS TO WHICH A DETERMINING PERSON DOES NOT ELECT TO USE A
 RECOMMENDED  BENCHMARK REPLACEMENT PURSUANT TO SUBDIVISION THREE OF THIS
 SECTION OR AS TO WHICH A DETERMINING PERSON ELECTS TO USE A  RECOMMENDED
 BENCHMARK  REPLACEMENT PRIOR TO THE OCCURRENCE OF A LIBOR DISCONTINUANCE
 EVENT, EXCEPT THAT SUCH  CONTRACT,  SECURITY,  OR  INSTRUMENT  SHALL  BE
 SUBJECT TO SUBDIVISION TWO OF THIS SECTION; OR
   D.  THE APPLICATION TO A RECOMMENDED BENCHMARK REPLACEMENT OF ANY CAP,
 FLOOR, MODIFIER, OR SPREAD ADJUSTMENT TO WHICH LIBOR  HAD  BEEN  SUBJECT
 PURSUANT TO THE TERMS OF A CONTRACT, SECURITY, OR INSTRUMENT.
   6.  NOTWITHSTANDING  THE  UNIFORM  COMMERCIAL CODE OR ANY OTHER LAW OF
 THIS STATE, THIS TITLE SHALL APPLY  TO  ALL  CONTRACTS,  SECURITIES  AND
 INSTRUMENTS,  INCLUDING  CONTRACTS,  WITH  RESPECT  TO COMMERCIAL TRANS-
 ACTIONS, AND SHALL NOT BE DEEMED TO BE DISPLACED BY  ANY  OTHER  LAW  OF
 THIS STATE.
   § 18-402. CONTINUITY  OF CONTRACT AND SAFE HARBOR. 1. THE SELECTION OR
 USE OF A RECOMMENDED BENCHMARK REPLACEMENT AS  A  BENCHMARK  REPLACEMENT
 UNDER  OR  IN RESPECT OF A CONTRACT, SECURITY OR INSTRUMENT BY OPERATION
 OF SECTION 18-401 OF THIS SECTION SHALL CONSTITUTE:
   A. A  COMMERCIALLY  REASONABLE  REPLACEMENT  FOR  AND  A  COMMERCIALLY
 SUBSTANTIAL EQUIVALENT TO LIBOR;
   B.  A  REASONABLE,  COMPARABLE OR ANALOGOUS TERM FOR LIBOR UNDER OR IN
 RESPECT OF SUCH CONTRACT, SECURITY OR INSTRUMENT;
   C. A REPLACEMENT THAT IS BASED ON A METHODOLOGY OR INFORMATION THAT IS
 SIMILAR OR COMPARABLE TO LIBOR; AND
   D. SUBSTANTIAL PERFORMANCE BY ANY PERSON OF ANY  RIGHT  OR  OBLIGATION
 RELATING TO OR BASED ON LIBOR UNDER OR IN RESPECT OF A CONTRACT, SECURI-
 TY OR INSTRUMENT.
   2.  NONE  OF:  A.  A LIBOR DISCONTINUANCE EVENT OR A LIBOR REPLACEMENT
 DATE, B. THE SELECTION OR USE OF A RECOMMENDED BENCHMARK REPLACEMENT  AS
 A  BENCHMARK  REPLACEMENT;  OR C.   THE DETERMINATION, IMPLEMENTATION OR
 PERFORMANCE OF BENCHMARK REPLACEMENT CONFORMING CHANGES, IN  EACH  CASE,
 BY OPERATION OF SECTION 18-401 OF THIS ARTICLE, SHALL:
   (I) BE DEEMED TO IMPAIR OR AFFECT THE RIGHT OF ANY PERSON TO RECEIVE A
 PAYMENT,  OR  AFFECT  THE  AMOUNT  OR  TIMING OF SUCH PAYMENT, UNDER ANY
 CONTRACT, SECURITY, OR INSTRUMENT; OR
   (II) HAVE THE EFFECT OF (A) DISCHARGING OR EXCUSING PERFORMANCE  UNDER
 ANY  CONTRACT,  SECURITY OR INSTRUMENT FOR ANY REASON, CLAIM OR DEFENSE,
 INCLUDING, BUT NOT LIMITED TO, ANY FORCE MAJEURE OR OTHER  PROVISION  IN
 ANY CONTRACT, SECURITY OR INSTRUMENT; (B) GIVING ANY PERSON THE RIGHT TO
 UNILATERALLY  TERMINATE OR SUSPEND PERFORMANCE UNDER ANY CONTRACT, SECU-
 RITY OR INSTRUMENT; (C) CONSTITUTING A BREACH OF A CONTRACT, SECURITY OR
 INSTRUMENT; OR (D) VOIDING  OR  NULLIFYING  ANY  CONTRACT,  SECURITY  OR
 INSTRUMENT.
   3.  NO PERSON SHALL HAVE ANY LIABILITY FOR DAMAGES TO ANY PERSON OR BE
 SUBJECT TO ANY CLAIM OR REQUEST FOR EQUITABLE RELIEF ARISING OUT  OF  OR

 S. 297--A                           6

 RELATED  TO  THE SELECTION OR USE OF A RECOMMENDED BENCHMARK REPLACEMENT
 OR  THE  DETERMINATION,  IMPLEMENTATION  OR  PERFORMANCE  OF   BENCHMARK
 REPLACEMENT  CONFORMING  CHANGES,  IN EACH CASE, BY OPERATION OF SECTION
 18-401  OF  THIS  ARTICLE,  AND SUCH SELECTION OR USE OF THE RECOMMENDED
 BENCHMARK REPLACEMENT OR SUCH DETERMINATION IMPLEMENTATION  OR  PERFORM-
 ANCE  OF BENCHMARK REPLACEMENT CONFORMING CHANGES SHALL NOT GIVE RISE TO
 ANY CLAIM OR CAUSE OF ACTION BY ANY PERSON IN LAW OR IN EQUITY.
   4. THE SELECTION OR USE OF A RECOMMENDED BENCHMARK REPLACEMENT OR  THE
 DETERMINATION,  IMPLEMENTATION,  OR PERFORMANCE OF BENCHMARK REPLACEMENT
 CONFORMING CHANGES, BY OPERATION OF  SECTION  18-401  OF  THIS  ARTICLE,
 SHALL BE DEEMED TO:
   A.  NOT  BE  AN AMENDMENT OR MODIFICATION OF ANY CONTRACT, SECURITY OR
 INSTRUMENT; AND
   B. NOT PREJUDICE, IMPAIR OR AFFECT ANY PERSON'S RIGHTS,  INTERESTS  OR
 OBLIGATIONS UNDER OR IN RESPECT OF ANY CONTRACT, SECURITY OR INSTRUMENT.
   5.  EXCEPT  AS PROVIDED IN EITHER SUBDIVISION ONE OR SUBDIVISION THREE
 OF SECTION 18-401 OF THIS ARTICLE, THE PROVISIONS OF THIS ARTICLE  SHALL
 NOT  BE  INTERPRETED  AS  CREATING  ANY  NEGATIVE  INFERENCE OR NEGATIVE
 PRESUMPTION REGARDING THE VALIDITY OR ENFORCEABILITY OF:
   A. ANY BENCHMARK REPLACEMENT THAT IS  NOT  A  RECOMMENDED  REPLACEMENT
 BENCHMARK;
   B.  ANY  SPREAD ADJUSTMENT, OR METHOD FOR CALCULATING OR DETERMINING A
 SPREAD ADJUSTMENT, THAT IS NOT A RECOMMENDED SPREAD ADJUSTMENT; OR
   C. ANY CHANGES, ALTERATIONS OR MODIFICATIONS TO OR  IN  RESPECT  OF  A
 CONTRACT,  SECURITY  OR  INSTRUMENT  THAT  ARE NOT BENCHMARK REPLACEMENT
 CONFORMING CHANGES.
   § 18-403. SEVERABILITY. IF ANY PROVISION OF THIS ARTICLE  OR  APPLICA-
 TION THEREOF TO ANY PERSON OR CIRCUMSTANCE IS HELD INVALID, THE INVALID-
 ITY  SHALL  NOT  AFFECT OTHER PROVISIONS OR APPLICATIONS OF THIS ARTICLE
 THAT CAN BE GIVEN EFFECT WITHOUT THE INVALID PROVISION  OR  APPLICATION,
 AND TO THIS END THE PROVISIONS OF THIS ARTICLE SHALL BE SEVERABLE.
   § 2. This act shall take effect immediately.

Co-Sponsors

S297B (ACTIVE) - Details

See Assembly Version of this Bill:: A164
Law Section:: Uniform Commercial Code
Laws Affected:: Add Art 18-C §§18-400 - 18-403, Gen Ob L
Versions Introduced in 2019-2020 Legislative Session:: S9070, A11098

S297B (ACTIVE) - Summary

S297B (ACTIVE) - Sponsor Memo

 
BILL NUMBER: S297B

SPONSOR: THOMAS
 
TITLE OF BILL:

An act to amend the general obligations law, in relation to the discon-
tinuance of the London interbank offered rate

 
PURPOSE OR GENERAL IDEA OF BILL:

The purpose of this bill is to minimize costly and disruptive litigation
by providing legal certainty for the issues arising under New York
resulting from the permanent discontinuance of LIBOR.

 
SUMMARY OF PROVISIONS:

Section 1 amends the general obligations law to add a new article 18-C
relating to London Interbank Offered Rate ("LIBOR") discontinuance.

Section 18-400 contains definitions.

Section 18-401 provides that the recommended benchmark replacement is
mandatory, upon LIBOR's discontinuance, for any contract, security or
instrument that uses LIBOR and is silent as to fallback language or
falls back to a LIBOR based rate.

After LIBOR discontinuance, any contract, security or instrument with
language that falls back to a LIBOR based rate or includes a fallback to
polling for LIBOR or other interbank funding rate is void.  The recom-
mended benchmark replacement is optional, upon LIBOR's discontinuance,
for any contract, security or instrument that gives a determining person
the right to exercise discretion or judgment regarding fallback
language.

Nothing in this section overrides language in a contract, security or
instrument that falls back to an express non-LIBOR based rate.

Section 18-402 establishes that the recommended benchmark replacement is
a commercially reasonable substitute for and a commercially substantial
equivalent to LIBOR. Using the recommended benchmark replacement does
not discharge or excuse performance. Using the recommended benchmark
replacement provides a safe harbor from litigation. Using the recom-
mended benchmark replacement does not amend or modify the contract,
security or instrument or impair or have a material or adverse effect on
any person's rights or obligations.

Section 18-403 contains a severability clause. Section 2 is the effec-
tive date.

 
JUSTIFICATION:

The London Interbank Offered Rate ("LIBOR") is the most referenced short
term interest rate in the world. It's estimated $200 trillion of finan-
cial contracts and securities are tied to U.S.D LIBOR.  LIBOR is based
on relatively few transactions and relies heavily on expert judgement in
determining the rate. The scarcity of underlying transactions makes
LIBOR potentially unsustainable. As a result, the regulator that over-
sees LIBOR, the U.K.'s Financial Conduct Authority, has announced that
it will not compel the panel banks to continue to contribute to publica-
tion of LIBOR after 2021. This leaves financial markets in a situation
where numerous products reference LIBOR but LIBOR is likely to cease,
requiring alternative solutions.

In the United States, the Federal Reserve convened the Alternative
Reference Rates Committee ("ARRC") to develop recommendations to facili-
tate the transition away from U.S. dollar LIBOR. The ARRC is comprised
of a diverse set of private sector entities and official-sector ex-offi-
cio members including the Federal Reserve, the Treasury Department, the
Consumer Finance Protection Bureau, the Commodity Futures Trading
Commission and the Securities and Exchange Commission.

The ARRC recommended a rate to replace LIBOR called the Secured Over-
night Financing Rate (SOFR) which the Federal Reserve Bank of New York
began publishing in 2018. SOFR is a broad measure of the cost of borrow-
ing cash overnight collateralized by U.S. Treasury securities in repur-
chase agreement (repo) markets. The overnight repo mark consists of
approximately $1 trillion of transactions per day.  Through the ARRC's
promotion of SOFR over 25 institutions began voluntarily transitioning
to SOFR. However, existing contracts that reference LIBOR pose a unique
problem when they do not include adequate "fallback language"
provisions. Fallback language refers to legal provisions in a contract
that apply if the underlying reference rate in the product (i.e. LIBOR)
is discontinued or unavailable.  When LIBOR is discontinued, consumers,
businesses, lenders, and investors in New York will be faced with legal
uncertainty and adverse economic impacts on hundreds of thousands of
affected financial contracts, including mortgages, student loans, credit
cards, business loans, business contracts, and securities. To mitigate
the risk of economic disruption, this bill would mandate the use of the
recommended benchmark replacement for contracts that are silent on fall
back language or fall back to a LIBOR based rate.

 
PRIOR LEGISLATIVE HISTORY:

2020: S.9070 (Thomas) - Referred to Rules Committee/A.11098 Rules
(Zebrowski) - Referred to Judiciary Committee.

 
FISCAL IMPLICATIONS:

None noted to the State.

 
EFFECTIVE DATE:
This act shall take effect immediately.

S297B (ACTIVE) - Bill Text download pdf

 
                     S T A T E   O F   N E W   Y O R K
 ________________________________________________________________________
 
                                  297--B
     Cal. No. 523
 
                        2021-2022 Regular Sessions
 
                             I N  S E N A T E
 
                                (PREFILED)
 
                              January 6, 2021
                                ___________
 
 Introduced  by  Sen.  THOMAS -- read twice and ordered printed, and when
   printed to be committed to the Committee  on  Judiciary  --  committee
   discharged, bill amended, ordered reprinted as amended and recommitted
   to  said  committee -- reported favorably from said committee, ordered
   to first report, amended on first report, ordered to a  second  report
   and  ordered  reprinted,  retaining  its  place in the order of second
   report
 
 AN ACT to amend the general obligations law, in relation to the  discon-
   tinuance of the London interbank offered rate
 
   THE  PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND ASSEM-
 BLY, DO ENACT AS FOLLOWS:
 
   Section 1. The general obligations law is  amended  by  adding  a  new
 article 18-C to read as follows:
                               ARTICLE 18-C
                           LIBOR DISCONTINUANCE
 SECTION 18-400. DEFINITIONS.
         18-401. EFFECT OF LIBOR DISCONTINUANCE ON AGREEMENTS.
         18-402. CONTINUITY OF CONTRACT AND SAFE HARBOR.
         18-403. SEVERABILITY.
   §  18-400.  DEFINITIONS.  AS  USED IN THIS ARTICLE THE FOLLOWING TERMS
 SHALL HAVE THE FOLLOWING MEANINGS:
   1. "LIBOR" SHALL MEAN, FOR PURPOSES OF THE APPLICATION OF THIS ARTICLE
 TO ANY PARTICULAR CONTRACT, SECURITY OR INSTRUMENT,  U.S.  DOLLAR  LIBOR
 (FORMERLY KNOWN AS THE LONDON INTERBANK OFFERED RATE) AS ADMINISTERED BY
 ICE  BENCHMARK  ADMINISTRATION  LIMITED (OR ANY PREDECESSOR OR SUCCESSOR
 THEREOF), OR ANY TENOR THEREOF, AS APPLICABLE, THAT IS  USED  IN  MAKING
 ANY CALCULATION OR DETERMINATION THEREUNDER.
   2.  "LIBOR  DISCONTINUANCE  EVENT" SHALL MEAN THE EARLIEST TO OCCUR OF
 ANY OF THE FOLLOWING:

  EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets

                       [ ] is old law to be omitted.
                                                            LBD03775-03-1

 S. 297--B                           2
 
   A. A PUBLIC STATEMENT OR PUBLICATION OF INFORMATION BY OR ON BEHALF OF
 THE ADMINISTRATOR OF LIBOR ANNOUNCING THAT SUCH ADMINISTRATOR HAS CEASED
 OR WILL CEASE TO PROVIDE LIBOR, PERMANENTLY  OR  INDEFINITELY,  PROVIDED
 THAT, AT THE TIME OF THE STATEMENT OR PUBLICATION, THERE IS NO SUCCESSOR
 ADMINISTRATOR THAT WILL CONTINUE TO PROVIDE LIBOR;
   B.  A PUBLIC STATEMENT OR PUBLICATION OF INFORMATION BY THE REGULATORY
 SUPERVISOR FOR THE ADMINISTRATOR OF LIBOR,  THE  UNITED  STATES  FEDERAL
 RESERVE SYSTEM, AN INSOLVENCY OFFICIAL WITH JURISDICTION OVER THE ADMIN-
 ISTRATOR  FOR  LIBOR,  A RESOLUTION AUTHORITY WITH JURISDICTION OVER THE
 ADMINISTRATOR FOR LIBOR OR A COURT OR AN ENTITY WITH SIMILAR  INSOLVENCY
 OR  RESOLUTION  AUTHORITY OVER THE ADMINISTRATOR FOR LIBOR, WHICH STATES
 THAT THE ADMINISTRATOR OF LIBOR HAS CEASED  OR  WILL  CEASE  TO  PROVIDE
 LIBOR  PERMANENTLY  OR  INDEFINITELY,  PROVIDED THAT, AT THE TIME OF THE
 STATEMENT OR PUBLICATION, THERE IS NO SUCCESSOR ADMINISTRATOR THAT  WILL
 CONTINUE TO PROVIDE LIBOR; OR 
   C.  A PUBLIC STATEMENT OR PUBLICATION OF INFORMATION BY THE REGULATORY
 SUPERVISOR FOR THE ADMINISTRATOR OF LIBOR ANNOUNCING THAT  LIBOR  IS  NO
 LONGER  REPRESENTATIVE.   FOR PURPOSES OF THIS SUBDIVISION TWO, A PUBLIC
 STATEMENT OR PUBLICATION OF INFORMATION THAT AFFECTS  ONE OR MORE TENORS
 OF LIBOR SHALL NOT CONSTITUTE A LIBOR DISCONTINUANCE EVENT WITH  RESPECT
 TO   ANY CONTRACT, SECURITY OR INSTRUMENT THAT (I) PROVIDES FOR ONLY ONE
 TENOR OF LIBOR,  IF  SUCH  CONTRACT,  SECURITY  OR  INSTRUMENT  REQUIRES
 INTERPOLATION  AND SUCH TENOR CAN BE INTERPOLATED FROM LIBOR TENORS THAT
 ARE NOT SO AFFECTED, OR (II) PERMITS A PARTY TO CHOOSE  FROM  MORE  THAN
 ONE  TENOR OF LIBOR AND ANY OF SUCH TENORS (A) IS NOT SO AFFECTED OR (B)
 IF SUCH CONTRACT, SECURITY OR INSTRUMENT REQUIRES INTERPOLATION, CAN  BE
 INTERPOLATED FROM LIBOR TENORS THAT ARE NOT SO AFFECTED.
   3. "LIBOR REPLACEMENT DATE" SHALL MEAN:
   A.  IN THE CASE OF A LIBOR DISCONTINUANCE EVENT DESCRIBED IN PARAGRAPH
 A OR B OF SUBDIVISION TWO OF THIS SECTION, THE LATER OF (I) THE DATE  OF
 THE  PUBLIC  STATEMENT OR PUBLICATION OF INFORMATION REFERENCED THEREIN;
 AND (II) THE DATE ON WHICH THE ADMINISTRATOR  OF  LIBOR  PERMANENTLY  OR
 INDEFINITELY CEASES TO PROVIDE LIBOR; AND
   B.  IN THE CASE OF A LIBOR DISCONTINUANCE EVENT DESCRIBED IN PARAGRAPH
 C OF SUBDIVISION TWO OF THIS SECTION, THE DATE OF THE  PUBLIC  STATEMENT
 OR  PUBLICATION OF INFORMATION REFERENCED THEREIN.  FOR PURPOSES OF THIS
 SUBDIVISION, A DATE THAT AFFECTS ONE OR MORE TENORS OF LIBOR  SHALL  NOT
 CONSTITUTE  A LIBOR REPLACEMENT DATE WITH RESPECT TO ANY CONTRACT, SECU-
 RITY OR INSTRUMENT THAT (I) PROVIDES FOR ONLY ONE  TENOR  OF  LIBOR,  IF
 SUCH  CONTRACT,  SECURITY  OR INSTRUMENT REQUIRES INTERPOLATION AND SUCH
 TENOR CAN BE INTERPOLATED FROM LIBOR TENORS THAT ARE NOT SO AFFECTED, OR
 (II) PERMITS A PARTY TO CHOOSE FROM MORE THAN ONE TENOR OF LIBOR AND ANY
 OF SUCH TENORS (A) IS NOT SO AFFECTED OR (B) IF SUCH CONTRACT,  SECURITY
 OR  INSTRUMENT  REQUIRES  INTERPOLATION,  CAN BE INTERPOLATED FROM LIBOR
 TENORS THAT ARE NOT SO AFFECTED.
   4. "FALLBACK PROVISIONS" SHALL MEAN TERMS IN A CONTRACT,  SECURITY  OR
 INSTRUMENT  THAT  SET FORTH A METHODOLOGY OR PROCEDURE FOR DETERMINING A
 BENCHMARK REPLACEMENT, INCLUDING ANY TERMS RELATING TO THE DATE ON WHICH
 THE BENCHMARK REPLACEMENT BECOMES EFFECTIVE, WITHOUT REGARD TO WHETHER A
 BENCHMARK REPLACEMENT CAN BE DETERMINED IN ACCORDANCE WITH SUCH  METHOD-
 OLOGY OR PROCEDURE.
   5. "BENCHMARK" SHALL MEAN AN INDEX OF INTEREST RATES OR DIVIDEND RATES
 THAT IS USED, IN WHOLE OR IN PART, AS THE BASIS OF OR AS A REFERENCE FOR
 CALCULATING  OR  DETERMINING ANY VALUATION, PAYMENT OR OTHER MEASUREMENT
 UNDER OR IN RESPECT OF A CONTRACT, SECURITY OR INSTRUMENT.

 S. 297--B                           3
 
   6. "BENCHMARK REPLACEMENT" SHALL MEAN A BENCHMARK, OR AN INTEREST RATE
 OR DIVIDEND RATE (WHICH MAY OR MAY NOT BE BASED IN WHOLE OR IN PART ON A
 PRIOR SETTING OF LIBOR), TO REPLACE LIBOR OR ANY INTEREST RATE OR  DIVI-
 DEND  RATE  BASED ON LIBOR, WHETHER ON A TEMPORARY, PERMANENT OR INDEFI-
 NITE BASIS, UNDER OR IN RESPECT OF A CONTRACT, SECURITY OR INSTRUMENT.
   7. "RECOMMENDED BENCHMARK REPLACEMENT" SHALL MEAN, WITH RESPECT TO ANY
 PARTICULAR  TYPE  OF  CONTRACT,  SECURITY  OR  INSTRUMENT,  A  BENCHMARK
 REPLACEMENT BASED ON SOFR, WHICH SHALL INCLUDE  ANY  RECOMMENDED  SPREAD
 ADJUSTMENT  AND ANY BENCHMARK REPLACEMENT CONFORMING CHANGES, THAT SHALL
 HAVE BEEN SELECTED OR RECOMMENDED BY A RELEVANT RECOMMENDING  BODY  WITH
 RESPECT TO SUCH TYPE OF CONTRACT, SECURITY OR INSTRUMENT.
   8.  "RECOMMENDED SPREAD ADJUSTMENT" SHALL MEAN A SPREAD ADJUSTMENT, OR
 METHOD FOR CALCULATING OR DETERMINING SUCH SPREAD ADJUSTMENT, (WHICH MAY
 BE A POSITIVE OR NEGATIVE VALUE OR ZERO) THAT SHALL HAVE  BEEN  SELECTED
 OR  RECOMMENDED BY A RELEVANT RECOMMENDING BODY FOR A RECOMMENDED BENCH-
 MARK REPLACEMENT FOR A PARTICULAR TYPE OF CONTRACT, SECURITY OR  INSTRU-
 MENT AND FOR A PARTICULAR TERM TO ACCOUNT FOR THE EFFECTS OF THE TRANSI-
 TION OR CHANGE FROM LIBOR TO A RECOMMENDED BENCHMARK REPLACEMENT.
   9. "BENCHMARK REPLACEMENT CONFORMING CHANGES" SHALL MEAN, WITH RESPECT
 TO ANY TYPE OF CONTRACT, SECURITY OR INSTRUMENT, ANY TECHNICAL, ADMINIS-
 TRATIVE  OR  OPERATIONAL  CHANGES, ALTERATIONS OR MODIFICATIONS THAT ARE
 ASSOCIATED WITH AND REASONABLY NECESSARY TO THE  USE,  ADOPTION,  CALCU-
 LATION  OR  IMPLEMENTATION  OF  A  RECOMMENDED BENCHMARK REPLACEMENT AND
 THAT:
   A. HAVE BEEN SELECTED OR RECOMMENDED BY A RELEVANT RECOMMENDING  BODY;
 AND
   B.  IF,  IN  THE  REASONABLE  JUDGMENT  OF THE CALCULATING PERSON, THE
 BENCHMARK REPLACEMENT CONFORMING CHANGES SELECTED OR RECOMMENDED  PURSU-
 ANT  TO  PARAGRAPH  A OF THIS SUBDIVISION DO NOT APPLY TO SUCH CONTRACT,
 SECURITY OR INSTRUMENT OR ARE INSUFFICIENT TO PERMIT ADMINISTRATION  AND
 CALCULATION  OF  THE  RECOMMENDED  BENCHMARK REPLACEMENT, THEN BENCHMARK
 REPLACEMENT CONFORMING CHANGES SHALL INCLUDE SUCH OTHER CHANGES,  ALTER-
 ATIONS  OR  MODIFICATIONS THAT, IN THE REASONABLE JUDGMENT OF THE CALCU-
 LATING PERSON:
   (I) ARE NECESSARY TO PERMIT  ADMINISTRATION  AND  CALCULATION  OF  THE
 RECOMMENDED  BENCHMARK REPLACEMENT UNDER OR IN RESPECT OF SUCH CONTRACT,
 SECURITY OR INSTRUMENT IN A MANNER CONSISTENT WITH MARKET  PRACTICE  FOR
 SUBSTANTIALLY  SIMILAR  CONTRACTS, SECURITIES OR INSTRUMENTS AND, TO THE
 EXTENT PRACTICABLE, THE MANNER  IN  WHICH  SUCH  CONTRACT,  SECURITY  OR
 INSTRUMENT  WAS  ADMINISTERED IMMEDIATELY PRIOR TO THE LIBOR REPLACEMENT
 DATE; AND
   (II) WOULD NOT RESULT IN A DISPOSITION OF SUCH CONTRACT,  SECURITY  OR
 INSTRUMENT FOR U.S. FEDERAL INCOME TAX PURPOSES.
   10.  "DETERMINING  PERSON"  SHALL  MEAN, WITH RESPECT TO ANY CONTRACT,
 SECURITY OR INSTRUMENT, IN THE FOLLOWING ORDER OF PRIORITY:
   A. ANY PERSON SPECIFIED AS A "DETERMINING PERSON"; OR
   B. ANY PERSON WITH THE AUTHORITY, RIGHT OR OBLIGATION TO:
   (I) DETERMINE THE BENCHMARK REPLACEMENT THAT WILL TAKE EFFECT  ON  THE
 LIBOR REPLACEMENT DATE,
   (II)  CALCULATE OR DETERMINE A VALUATION, PAYMENT OR OTHER MEASUREMENT
 BASED ON A BENCHMARK, OR
   (III) NOTIFY OTHER PERSONS OF THE OCCURRENCE OF A LIBOR DISCONTINUANCE
 EVENT, A LIBOR REPLACEMENT DATE OR A BENCHMARK REPLACEMENT.
   11. "RELEVANT RECOMMENDING BODY" SHALL MEAN THE FEDERAL RESERVE BOARD,
 THE FEDERAL RESERVE BANK OF NEW YORK, OR THE ALTERNATIVE REFERENCE RATES
 COMMITTEE, OR ANY SUCCESSOR TO ANY OF THEM.

 S. 297--B                           4
 
   12. "SOFR" SHALL MEAN, WITH RESPECT TO ANY DAY, THE SECURED  OVERNIGHT
 FINANCING RATE PUBLISHED FOR SUCH DAY BY THE FEDERAL RESERVE BANK OF NEW
 YORK,  AS THE ADMINISTRATOR OF THE BENCHMARK (OR A SUCCESSOR ADMINISTRA-
 TOR), ON THE FEDERAL RESERVE BANK OF NEW YORK'S WEBSITE.
   13.  "CALCULATING  PERSON"  SHALL  MEAN, WITH RESPECT TO ANY CONTRACT,
 SECURITY OR INSTRUMENT, ANY PERSON (WHICH MAY BE THE DETERMINING PERSON)
 RESPONSIBLE FOR CALCULATING OR DETERMINING  ANY  VALUATION,  PAYMENT  OR
 OTHER MEASUREMENT BASED ON A BENCHMARK.
   14. "CONTRACT, SECURITY, OR INSTRUMENT" SHALL INCLUDE, WITHOUT LIMITA-
 TION,  ANY CONTRACT, AGREEMENT, MORTGAGE, DEED OF TRUST, LEASE, SECURITY
 (WHETHER REPRESENTING DEBT OR EQUITY, AND INCLUDING ANY  INTEREST  IN  A
 CORPORATION,  A PARTNERSHIP OR A LIMITED LIABILITY COMPANY), INSTRUMENT,
 OR OTHER OBLIGATION.
   § 18-401. EFFECT OF LIBOR DISCONTINUANCE  ON  AGREEMENTS.  1.  ON  THE
 LIBOR  REPLACEMENT DATE, THE RECOMMENDED BENCHMARK REPLACEMENT SHALL, BY
 OPERATION OF LAW, BE THE BENCHMARK REPLACEMENT FOR ANY CONTRACT, SECURI-
 TY OR INSTRUMENT THAT USES LIBOR AS A BENCHMARK AND:
   A. CONTAINS NO FALLBACK PROVISIONS; OR
   B. CONTAINS FALLBACK PROVISIONS THAT RESULT IN  A  BENCHMARK  REPLACE-
 MENT,  OTHER  THAN A RECOMMENDED BENCHMARK REPLACEMENT, THAT IS BASED IN
 ANY WAY ON ANY LIBOR VALUE.
   2. FOLLOWING THE OCCURRENCE OF A LIBOR DISCONTINUANCE EVENT, ANY FALL-
 BACK PROVISIONS IN A CONTRACT, SECURITY, OR INSTRUMENT THAT PROVIDE  FOR
 A  BENCHMARK  REPLACEMENT BASED ON OR OTHERWISE INVOLVING A POLL, SURVEY
 OR INQUIRIES FOR QUOTES  OR  INFORMATION  CONCERNING  INTERBANK  LENDING
 RATES  OR  ANY  INTEREST  RATE  OR DIVIDEND RATE BASED ON LIBOR SHALL BE
 DISREGARDED AS IF NOT INCLUDED IN SUCH CONTRACT, SECURITY OR  INSTRUMENT
 AND SHALL BE DEEMED NULL AND VOID AND WITHOUT ANY FORCE OR EFFECT.
   3.  THIS SUBDIVISION SHALL APPLY TO ANY CONTRACT, SECURITY, OR INSTRU-
 MENT THAT USES LIBOR AS A BENCHMARK  AND  CONTAINS  FALLBACK  PROVISIONS
 THAT PERMIT OR REQUIRE THE SELECTION OF A BENCHMARK REPLACEMENT THAT IS:
   A. BASED IN ANY WAY ON ANY LIBOR VALUE; OR
   B.  THE  SUBSTANTIVE  EQUIVALENT OF PARAGRAPH A, B OR C OF SUBDIVISION
 ONE OF SECTION 18-402 OF THIS ARTICLE.
   A DETERMINING PERSON SHALL HAVE THE AUTHORITY UNDER THIS ARTICLE,  BUT
 SHALL  NOT  BE REQUIRED, TO SELECT ON OR AFTER THE OCCURRENCE OF A LIBOR
 DISCONTINUANCE EVENT THE RECOMMENDED BENCHMARK REPLACEMENT AS THE BENCH-
 MARK REPLACEMENT. SUCH SELECTION OF THE RECOMMENDED  BENCHMARK  REPLACE-
 MENT SHALL BE:
   (I) IRREVOCABLE;
   (II)  MADE BY THE EARLIER OF EITHER THE LIBOR REPLACEMENT DATE, OR THE
 LATEST DATE FOR SELECTING A  BENCHMARK  REPLACEMENT  ACCORDING  TO  SUCH
 CONTRACT, SECURITY, OR INSTRUMENT; AND
   (III)  USED  IN  ANY  DETERMINATIONS  OF  THE  BENCHMARK UNDER OR WITH
 RESPECT TO SUCH CONTRACT, SECURITY OR INSTRUMENT OCCURRING ON AND  AFTER
 THE LIBOR REPLACEMENT DATE.
   4.  IF  A  RECOMMENDED  BENCHMARK  REPLACEMENT  BECOMES  THE BENCHMARK
 REPLACEMENT FOR ANY CONTRACT, SECURITY, OR INSTRUMENT PURSUANT TO SUBDI-
 VISION ONE OR SUBDIVISION THREE OF  THIS  SECTION,  THEN  ALL  BENCHMARK
 REPLACEMENT  CONFORMING  CHANGES THAT ARE APPLICABLE (IN ACCORDANCE WITH
 THE DEFINITION OF BENCHMARK  REPLACEMENT  CONFORMING  CHANGES)  TO  SUCH
 RECOMMENDED  BENCHMARK REPLACEMENT SHALL BECOME AN INTEGRAL PART OF SUCH
 CONTRACT, SECURITY, OR INSTRUMENT BY OPERATION OF LAW.
   5. THE PROVISIONS OF THIS ARTICLE SHALL NOT ALTER OR IMPAIR:
   A. ANY WRITTEN AGREEMENT BY ALL REQUISITE PARTIES THAT, RETROSPECTIVE-
 LY OR PROSPECTIVELY, A CONTRACT, SECURITY, OR INSTRUMENT  SHALL  NOT  BE

 S. 297--B                           5

 SUBJECT  TO  THIS  ARTICLE WITHOUT NECESSARILY REFERRING SPECIFICALLY TO
 THIS ARTICLE. FOR PURPOSES  OF  THIS  SUBDIVISION,  "REQUISITE  PARTIES"
 MEANS  ALL  PARTIES  REQUIRED  TO  AMEND  THE  TERMS AND PROVISIONS OF A
 CONTRACT,  SECURITY,  OR  INSTRUMENT  THAT WOULD OTHERWISE BE ALTERED OR
 AFFECTED BY THIS ARTICLE;
   B.  ANY  CONTRACT,  SECURITY  OR  INSTRUMENT  THAT  CONTAINS  FALLBACK
 PROVISIONS  THAT  WOULD  RESULT  IN  A BENCHMARK REPLACEMENT THAT IS NOT
 BASED ON LIBOR, INCLUDING, BUT NOT LIMITED TO, THE  PRIME  RATE  OR  THE
 FEDERAL  FUNDS  RATE, EXCEPT THAT SUCH  CONTRACT, SECURITY OR INSTRUMENT
 SHALL BE SUBJECT TO SUBDIVISION TWO OF THIS SECTION;
   C. ANY CONTRACT, SECURITY, OR INSTRUMENT SUBJECT TO SUBDIVISION  THREE
 OF THIS SECTION AS TO WHICH A DETERMINING PERSON DOES NOT ELECT TO USE A
 RECOMMENDED  BENCHMARK REPLACEMENT PURSUANT TO SUBDIVISION THREE OF THIS
 SECTION OR AS TO WHICH A DETERMINING PERSON ELECTS TO USE A  RECOMMENDED
 BENCHMARK  REPLACEMENT PRIOR TO THE OCCURRENCE OF A LIBOR DISCONTINUANCE
 EVENT, EXCEPT THAT SUCH  CONTRACT,  SECURITY,  OR  INSTRUMENT  SHALL  BE
 SUBJECT TO SUBDIVISION TWO OF THIS SECTION; OR
   D.  THE APPLICATION TO A RECOMMENDED BENCHMARK REPLACEMENT OF ANY CAP,
 FLOOR, MODIFIER, OR SPREAD ADJUSTMENT TO WHICH LIBOR  HAD  BEEN  SUBJECT
 PURSUANT TO THE TERMS OF A CONTRACT, SECURITY, OR INSTRUMENT.
   6.  NOTWITHSTANDING  THE  UNIFORM  COMMERCIAL CODE OR ANY OTHER LAW OF
 THIS STATE, THIS TITLE SHALL APPLY  TO  ALL  CONTRACTS,  SECURITIES  AND
 INSTRUMENTS,  INCLUDING  CONTRACTS,  WITH  RESPECT  TO COMMERCIAL TRANS-
 ACTIONS, AND SHALL NOT BE DEEMED TO BE DISPLACED BY  ANY  OTHER  LAW  OF
 THIS STATE.
   § 18-402. CONTINUITY  OF CONTRACT AND SAFE HARBOR. 1. THE SELECTION OR
 USE OF A RECOMMENDED BENCHMARK REPLACEMENT AS  A  BENCHMARK  REPLACEMENT
 UNDER  OR  IN RESPECT OF A CONTRACT, SECURITY OR INSTRUMENT BY OPERATION
 OF SECTION 18-401 OF THIS ARTICLE SHALL CONSTITUTE:
   A. A  COMMERCIALLY  REASONABLE  REPLACEMENT  FOR  AND  A  COMMERCIALLY
 SUBSTANTIAL EQUIVALENT TO LIBOR;
   B.  A  REASONABLE,  COMPARABLE OR ANALOGOUS TERM FOR LIBOR UNDER OR IN
 RESPECT OF SUCH CONTRACT, SECURITY OR INSTRUMENT;
   C. A REPLACEMENT THAT IS BASED ON A METHODOLOGY OR INFORMATION THAT IS
 SIMILAR OR COMPARABLE TO LIBOR; AND
   D. SUBSTANTIAL PERFORMANCE BY ANY PERSON OF ANY  RIGHT  OR  OBLIGATION
 RELATING TO OR BASED ON LIBOR UNDER OR IN RESPECT OF A CONTRACT, SECURI-
 TY OR INSTRUMENT.
   2.  NONE  OF:  A.  A LIBOR DISCONTINUANCE EVENT OR A LIBOR REPLACEMENT
 DATE, B. THE SELECTION OR USE OF A RECOMMENDED BENCHMARK REPLACEMENT  AS
 A  BENCHMARK  REPLACEMENT;  OR C.   THE DETERMINATION, IMPLEMENTATION OR
 PERFORMANCE OF BENCHMARK REPLACEMENT CONFORMING CHANGES, IN  EACH  CASE,
 BY OPERATION OF SECTION 18-401 OF THIS ARTICLE, SHALL:
   (I) BE DEEMED TO IMPAIR OR AFFECT THE RIGHT OF ANY PERSON TO RECEIVE A
 PAYMENT,  OR  AFFECT  THE  AMOUNT  OR  TIMING OF SUCH PAYMENT, UNDER ANY
 CONTRACT, SECURITY, OR INSTRUMENT; OR
   (II) HAVE THE EFFECT OF (A) DISCHARGING OR EXCUSING PERFORMANCE  UNDER
 ANY  CONTRACT,  SECURITY OR INSTRUMENT FOR ANY REASON, CLAIM OR DEFENSE,
 INCLUDING, BUT NOT LIMITED TO, ANY FORCE MAJEURE OR OTHER  PROVISION  IN
 ANY CONTRACT, SECURITY OR INSTRUMENT; (B) GIVING ANY PERSON THE RIGHT TO
 UNILATERALLY  TERMINATE OR SUSPEND PERFORMANCE UNDER ANY CONTRACT, SECU-
 RITY OR INSTRUMENT; (C) CONSTITUTING A BREACH OF A CONTRACT, SECURITY OR
 INSTRUMENT; OR (D) VOIDING  OR  NULLIFYING  ANY  CONTRACT,  SECURITY  OR
 INSTRUMENT.
   3.  NO PERSON SHALL HAVE ANY LIABILITY FOR DAMAGES TO ANY PERSON OR BE
 SUBJECT TO ANY CLAIM OR REQUEST FOR EQUITABLE RELIEF ARISING OUT  OF  OR

 S. 297--B                           6
 
 RELATED  TO  THE SELECTION OR USE OF A RECOMMENDED BENCHMARK REPLACEMENT
 OR  THE  DETERMINATION,  IMPLEMENTATION  OR  PERFORMANCE  OF   BENCHMARK
 REPLACEMENT  CONFORMING  CHANGES,  IN EACH CASE, BY OPERATION OF SECTION
 18-401  OF  THIS  ARTICLE,  AND SUCH SELECTION OR USE OF THE RECOMMENDED
 BENCHMARK REPLACEMENT OR SUCH DETERMINATION IMPLEMENTATION  OR  PERFORM-
 ANCE  OF BENCHMARK REPLACEMENT CONFORMING CHANGES SHALL NOT GIVE RISE TO
 ANY CLAIM OR CAUSE OF ACTION BY ANY PERSON IN LAW OR IN EQUITY.
   4. THE SELECTION OR USE OF A RECOMMENDED BENCHMARK REPLACEMENT OR  THE
 DETERMINATION,  IMPLEMENTATION,  OR PERFORMANCE OF BENCHMARK REPLACEMENT
 CONFORMING CHANGES, BY OPERATION OF  SECTION  18-401  OF  THIS  ARTICLE,
 SHALL BE DEEMED TO:
   A.  NOT  BE  AN AMENDMENT OR MODIFICATION OF ANY CONTRACT, SECURITY OR
 INSTRUMENT; AND
   B. NOT PREJUDICE, IMPAIR OR AFFECT ANY PERSON'S RIGHTS,  INTERESTS  OR
 OBLIGATIONS UNDER OR IN RESPECT OF ANY CONTRACT, SECURITY OR INSTRUMENT.
   5.  EXCEPT  AS PROVIDED IN EITHER SUBDIVISION ONE OR SUBDIVISION THREE
 OF SECTION 18-401 OF THIS ARTICLE, THE PROVISIONS OF THIS ARTICLE  SHALL
 NOT  BE  INTERPRETED  AS  CREATING  ANY  NEGATIVE  INFERENCE OR NEGATIVE
 PRESUMPTION REGARDING THE VALIDITY OR ENFORCEABILITY OF:
   A. ANY BENCHMARK REPLACEMENT THAT IS  NOT  A  RECOMMENDED  REPLACEMENT
 BENCHMARK;
   B.  ANY  SPREAD ADJUSTMENT, OR METHOD FOR CALCULATING OR DETERMINING A
 SPREAD ADJUSTMENT, THAT IS NOT A RECOMMENDED SPREAD ADJUSTMENT; OR
   C. ANY CHANGES, ALTERATIONS OR MODIFICATIONS TO OR  IN  RESPECT  OF  A
 CONTRACT,  SECURITY  OR  INSTRUMENT  THAT  ARE NOT BENCHMARK REPLACEMENT
 CONFORMING CHANGES.
   § 18-403. SEVERABILITY. IF ANY PROVISION OF THIS ARTICLE  OR  APPLICA-
 TION THEREOF TO ANY PERSON OR CIRCUMSTANCE IS HELD INVALID, THE INVALID-
 ITY  SHALL  NOT  AFFECT OTHER PROVISIONS OR APPLICATIONS OF THIS ARTICLE
 THAT CAN BE GIVEN EFFECT WITHOUT THE INVALID PROVISION  OR  APPLICATION,
 AND TO THIS END THE PROVISIONS OF THIS ARTICLE SHALL BE SEVERABLE.
   § 2. This act shall take effect immediately.

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The New York State Senate

senate Bill S297B

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Archive: Last Bill Status Via A164 - Signed by Governor

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Mar 24, 2021 - floor Vote

Floor Vote: Mar 24, 2021

Mar 9, 2021 - Judiciary committee Vote

Committee Vote: Mar 9, 2021

Bill Amendments

S297 - Details

S297 - Summary

S297 - Sponsor Memo

S297 - Bill Text download pdf

S297A - Details

S297A - Summary

S297A - Sponsor Memo

S297A - Bill Text download pdf

Co-Sponsors

S297B (ACTIVE) - Details

S297B (ACTIVE) - Summary

S297B (ACTIVE) - Sponsor Memo

S297B (ACTIVE) - Bill Text download pdf

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senate Bill S297B

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Sponsored By

Kevin Thomas

Archive: Last Bill Status Via A164 - Signed by Governor

Your Voice

Actions

Votes

Mar 24, 2021 - floor Vote

Floor Vote: Mar 24, 2021

Mar 9, 2021 - Judiciary committee Vote

Committee Vote: Mar 9, 2021

Bill Amendments

S297 - Details

S297 - Summary

S297 - Sponsor Memo

S297 - Bill Text download pdf

S297A - Details

S297A - Summary

S297A - Sponsor Memo

S297A - Bill Text download pdf

Co-Sponsors

James Sanders Jr.

S297B (ACTIVE) - Details

S297B (ACTIVE) - Summary

S297B (ACTIVE) - Sponsor Memo

S297B (ACTIVE) - Bill Text download pdf

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