(3) ‘‘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 dividend rate in LIBOR, wheth-
er on a temporary, permanent, or indefinite basis, 
under or in respect of a LIBOR Contract. 
(4) 
‘‘Benchmark 
Replacement 
Conforming 
Changes’’ shall mean, with respect to any LIBOR 
Contract, any documented technical, administrative, 
or operational changes, alterations, or modifications 
that, in the reasonable judgment of a Calculating 
Person, are necessary or appropriate to permit the 
administration and calculation of the Board-Selected 
Benchmark Replacement under or in respect of such 
LIBOR Contract in a manner consistent with rel-
evant market practice or recommendations for simi-
lar types of LIBOR Contracts and, to the extent 
practicable, the manner in which such LIBOR Con-
tract was administered immediately prior to the 
LIBOR Replacement Date. 
(5) ‘‘Board’’ means the Board of Governors of 
the Federal Reserve System. 
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(6)(A) ‘‘Board-Selected Benchmark Replace-
ment’’ shall mean a Benchmark Replacement identi-
fied by the Board that is based on SOFR. 
(B) The Board shall adjust the Board-Selected 
Benchmark Replacement for each category of 
LIBOR Contract that the Board may identify to— 
(i) apply to each LIBOR tenor; and 
(ii) incorporate the relevant Tenor Spread 
Adjustment. (C) For consumer loans, the 
Board-Selected Benchmark Replacement shall 
initially reflect the spread between the Board- 
Selected Benchmark Replacement and LIBOR 
immediately before the LIBOR Replacement 
Date and shall incorporate the relevant Tenor 
Spread Adjustment over a one-year transition 
period. 
(7) ‘‘Calculating Person’’ shall mean, with re-
spect to any LIBOR Contract, any person (which 
may be the Determining Person) responsible for cal-
culating or determining any valuation, payment, or 
other measurement based on a Benchmark. 
(8) ‘‘Determining Person’’ shall mean, with re-
spect to any LIBOR Contract, any person with the 
authority, right, or obligation, including on a tem-
porary basis, (as identified by the provisions of the 
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LIBOR Contract, or as identified by the governing 
law of the LIBOR Contract, as appropriate) to de-
termine a Benchmark Replacement. 
(9) ‘‘Fallback Provisions’’ shall mean terms in 
a LIBOR Contract for determining a Benchmark 
Replacement, including any terms relating to the 
date on which the Benchmark Replacement becomes 
effective. 
(10) ‘‘LIBOR’’ shall mean the overnight and 1- 
, 3-, 6-, and 12-month tenors of U.S. dollar LIBOR 
(formerly known as the London interbank offered 
rate) as administered by ICE Benchmark Adminis-
tration Limited (or any predecessor or successor 
thereof). LIBOR shall not include the 1-week or 2- 
month tenors of U.S. dollar LIBOR. 
(11) ‘‘LIBOR Contract’’ shall mean, without 
limitation, any contract, agreement, indenture, orga-
nizational documents, guarantee, 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), 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. 
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(12) ‘‘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. 
(13) ‘‘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)). 
(14) ‘‘SOFR’’ shall mean the Secured Over-
night Financing Rate published by the Federal Re-
serve Bank of New York (or a successor adminis-
trator). 
ø(15) 
‘‘Tax-Relevant 
IBOR’’ 
shall 
mean 
LIBOR, any tenor of non-U.S. dollar currency rates 
formerly known as the London interbank offered 
rate as administered by ICE Benchmark Adminis-
tration Limited (or any predecessor or successor ad-
ministrator thereof), and any other interbank offered 
rates that are expected to cease.¿ 
ø(16) ‘‘Tax-Relevant IBOR Contract’’ shall 
mean, without limitation, any contract, agreement, 
mortgage, deed of trust, lease, Security (whether 
representing debt or equity, and including any inter-
est in a corporation, a partnership, or a limited li-
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ability company), instrument or other obligation that 
uses an IBOR as a Benchmark.¿ 
(17) ‘‘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), contains no 
Fallback Provisions. 
(b) On the LIBOR Replacement Date, any Fallback 
Provisions in a LIBOR Contract that provide for a Bench-
mark Replacement that is based in any way on any 
LIBOR value or require a person (other than a Bench-
mark Administrator) to conduct a poll, survey, or inquiries 
for quotes or information concerning interbank lending or 
deposit rates shall be disregarded as if not included in 
such LIBOR Contract and shall be deemed null and void 
and without any force or effect. 
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(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-
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(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 as defined in section 1002 of the Dodd- 
Frank Wall Street Reform and Consumer Protection 
Act (12 U.S.C. 5481), and any Benchmark Replace-
ment and the transition to it must be in accordance 
with such law. 
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; 
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(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 
under any LIBOR Contract, (iii) constituting a breach of 
any LIBOR Contract, or (iv) voiding or nullifying any 
LIBOR Contract. 
(c) No person shall be subject to any claim or cause 
of action in law or equity or request for equitable relief, 
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or have liability for damages, arising out of or related to 
the selection or use of a Board-Selected Benchmark Re-
placement or the determination, implementation, or per-
formance 
of 
Benchmark 
Replacement 
Conforming 
Changes, in each case by operation of section 4; provided, 
however, that any person (including a Calculating Person) 
shall remain subject to any existing ølegal, regulatory, or 
contractual¿ obligations to correct servicing or other min-
isterial errors under or in respect of a LIBOR Contract. 
(d) The selection or use of a Board-Selected Bench-
mark Replacement or the determination, implementation, 
or performance of Benchmark Replacement Conforming 
Changes, in each case by operation of section 4, shall not 
be deemed to— 
(1) be an amendment or modification of any 
LIBOR Contract; or 
(2) prejudice, impair, or affect any person’s 
rights, interests, or obligations under or in respect 
of any LIBOR Contract. 
(e) Except as provided in either subsections (a), (b), 
or (c) of section 4, the provisions of this Act shall not 
be interpreted as creating any negative inference or nega-
tive presumption regarding the validity or enforceability 
of— 
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(1) any Benchmark Replacement (including any 
method for calculating, determining, or imple-
menting an adjustment to the Benchmark Replace-
ment to account for any historical differences be-
tween LIBOR and the Benchmark Replacement) 
that is not a Board-Selected Benchmark Replace-
ment; or 
(2) any changes, alterations, or modifications to 
or in respect of a LIBOR Contract that are not 
Benchmark Replacement Conforming Changes. 
øSEC. 6. TAX TREATMENT AND TAX REGULATIONS FOR 
IBOR TRANSITION. 
ø(a) None of—¿ 
ø(1) the selection or use of a Board-Selected 
Benchmark Replacement as a Benchmark Replace-
ment,¿ 
ø(2) the determination, implementation or per-
formance of Benchmark Replacement Conforming 
Changes, or¿ 
ø(3) the application to any LIBOR Contract of, 
or the agreement by parties thereto to terms con-
sistent with, section 4,¿ 
shall be treated as a sale, exchange, or other disposition 
of property for purposes of section 1001 of the Internal 
Revenue Code of 1986. 
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ø(b) Not later than 180 days after the date of enact-
ment of this Act, the Secretary of the Treasury shall issue 
such regulations as may be necessary or appropriate to 
carry out subsection (a) and address the Federal income 
tax consequences of transitioning a Tax-Relevant IBOR 
Contract to a replacement benchmark rate. Such regula-
tions shall øprioritize a smooth transition from the use 
of a Tax-Relevant IBOR¿/øbalance the need for a smooth 
transition from the use of a Tax-Relevant IBOR with the 
prevention of inappropriate tax planning¿.¿ 
SEC. 7. PREEMPTION. 
(a) This Act and the regulations hereunder shall su-
persede any and all laws, statutes, rules, regulations, or 
standards of any State, the District of Columbia, or any 
territory or possession of the United States, insofar as 
they provide for the selection or use of a Benchmark Re-
placement or related conforming changes. 
(b) No provision of State or local law that expressly 
limits the manner of calculating interest, including the 
compounding of interest, shall apply to the selection or 
use of a Board-Selected Benchmark Replacement or 
Benchmark Replacement Conforming Changes. 
SEC. 8. TRUST INDENTURE ACT OF 1939. 
Section 316 of the Trust Indenture Act of 1939 (15 
U.S.C. 77ppp) is amended— 
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