equity, and including any interest in a corporation, 
a partnership, or a limited liability company), instru-
ment, or other obligation or asset that, by its terms, 
continues in any way to use LIBOR as a Bench-
mark as of the applicable LIBOR Replacement 
Date. 
(13) ‘‘LIBOR Replacement Date’’ shall mean 
the first London banking day after June 30, 2023, 
unless the Board determines that any LIBOR tenor 
will cease to be published or cease to be representa-
tive on a different date. 
(14) ‘‘Security’’ shall have the meaning as-
signed to such term in section 2(a) of the Securities 
Act of 1933 (15 U.S.C. 77b(a)). 
(15) ‘‘SOFR’’ shall mean the Secured Over-
night Financing Rate published by the Federal Re-
serve Bank of New York (or a successor adminis-
trator). 
(16) ‘‘Tenor Spread Adjustment’’ shall mean— 
(A) 0.00644 percent for overnight LIBOR; 
(B) 0.11448 percent for 1-month LIBOR; 
(C) 0.26161 percent for 3-month LIBOR; 
(D) 0.42826 percent for 6-month LIBOR; 
and 
(E) 0.71513 percent for 12-month LIBOR.
SEC. 4. LIBOR CONTRACTS. 
(a) On the LIBOR Replacement Date, the Board-Se-
lected Benchmark Replacement shall, by operation of law, 
be the Benchmark Replacement for any LIBOR Contract 
that, after giving any effect to subsection (b)— 
(1) contains no Fallback Provisions; or 
(2) contains Fallback Provisions that identify 
neither— 
(A) a specific Benchmark Replacement; 
nor 
(B) a Determining Person. 
(b) On the LIBOR Replacement Date, any references 
in the Fallback Provisions of a LIBOR Contract to— 
(1) a Benchmark Replacement that is based in 
any way on any LIBOR value, except to account for 
the difference between LIBOR and the Benchmark 
Replacement, or 
(2) a requirement that a person (other than a 
Benchmark Administrator) conduct a poll, survey, or 
inquiries for quotes or information concerning inter-
bank lending or deposit rates, 
shall be disregarded as if not included in the Fallback Pro-
visions of such LIBOR Contract and shall be deemed null 
and void and without any force or effect. 
(c) Subject to subsection (g)(2), a Determining Per-
son shall have authority under this Act, but shall not be
required, to select the Board-Selected Benchmark Re-
placement as the Benchmark Replacement. 
(d) Any selection by a Determining Person of the 
Board-Selected Benchmark Replacement pursuant to sub-
section (c) shall be— 
(1) irrevocable; 
(2) made by the earlier of the LIBOR Replace-
ment Date and the latest date for selecting a Bench-
mark Replacement according to the terms of such 
LIBOR Contract; and 
(3) used in any determinations of the Bench-
mark under or in respect of such LIBOR Contract 
occurring on and after the LIBOR Replacement 
Date. 
(e) If a Determining Person has authority to select 
the Board-Selected Benchmark Replacement under sub-
section (c) but does not select a Benchmark Replacement 
by the date specified in subsection (d)(2), then, on the 
LIBOR Replacement Date, the Board-Selected Bench-
mark Replacement shall, by operation of law, be the 
Benchmark Replacement for the LIBOR Contract. 
(f) If the Board-Selected Benchmark Replacement 
becomes the Benchmark Replacement for a LIBOR Con-
tract pursuant to subsection (a), (c), or (e) then all Bench-
mark Replacement Conforming Changes shall become an
integral part of such LIBOR Contract by operation of law. 
For the avoidance of doubt, a Calculating Person shall not 
be required to obtain consent from any other person prior 
to the adoption of Benchmark Replacement Conforming 
Changes. 
(g) The provisions of this Act shall not alter or im-
pair— 
(1) any written agreement specifying that a 
LIBOR Contract shall not be subject to this Act; 
(2) any LIBOR Contract that contains Fall-
back Provisions that identify a Benchmark Replace-
ment that is not based in any way on any LIBOR 
value (including, but not limited to, the prime rate 
or the Effective Federal Funds Rate), except that 
such LIBOR Contract shall be subject to subsection 
(b); 
(3) any LIBOR Contract subject to subsection 
(c) as to which a Determining Person does not elect 
to use a Board-Selected Benchmark Replacement 
pursuant to subsection (c), except to the extent that 
such LIBOR Contract is subject to subsection (b) or 
(e); 
(4) the application to a Board-Selected Bench-
mark Replacement of any cap, floor, modifier, or
spread adjustment to which LIBOR had been sub-
ject pursuant to the terms of a LIBOR Contract; or 
(5) any provisions of Federal consumer finan-
cial law that require creditors to notify borrowers re-
garding a change-in-terms or that govern the re-
evaluation of rate increases on credit card accounts 
under open-end (not home-secured) consumer credit 
plans. 
(h) Except as provided in section 5(c), the provisions 
of this Act shall not alter or impair the rights or obliga-
tions of any person, or the authorities of any agency, 
under Federal consumer financial law (as defined in sec-
tion 1002(14) of the Dodd-Frank Wall Street Reform and 
Consumer Protection Act (12 U.S.C. 5481(14)). 
SEC. 5. CONTINUITY OF CONTRACT AND SAFE HARBOR. 
(a) A Board-Selected Benchmark Replacement and 
the selection or use of a Board-Selected Benchmark Re-
placement as a Benchmark Replacement under or in re-
spect of a LIBOR Contract, as well as any Benchmark 
Replacement Conforming Changes, by operation of section 
4 shall constitute— 
(1) a commercially reasonable replacement for 
and a commercially substantial equivalent to 
LIBOR;
(2) a reasonable, comparable, or analogous rate, 
index, or term for LIBOR; 
(3) a replacement that is based on a method-
ology or information that is similar or comparable to 
LIBOR; 
(4) substantial performance by any person of 
any right or obligation relating to or based on 
LIBOR; and 
(5) a replacement that has historical fluctua-
tions that are substantially similar to those of 
LIBOR for purposes of the Truth in Lending Act 
and its implementing regulations. 
(b) Neither of (1) the selection or use of a Board- 
Selected Benchmark Replacement as a Benchmark Re-
placement or (2) the determination, implementation, or 
performance of Benchmark Replacement Conforming 
Changes, in each case by operation of section 4, shall (A) 
be deemed to impair or affect the right of any person to 
receive a payment, or to affect the amount or timing of 
such payment, under any LIBOR Contract or (B) have 
the effect of (i) discharging or excusing performance under 
any LIBOR Contract for any reason, claim, or defense (in-
cluding, but not limited to, any force majeure or other pro-
vision in any LIBOR Contract), (ii) giving any person the 
right to unilaterally terminate or suspend performance