H. R. 2471—781 
the LIBOR replacement date, shall be the benchmark replace-
ment for the LIBOR contract. 
(d) CONFORMING CHANGES.— 
(1) IN GENERAL.—If the Board-selected benchmark replace-
ment becomes the benchmark replacement for a LIBOR contract 
pursuant to subsection (a) or (c), all benchmark replacement 
conforming changes shall become an integral part of the LIBOR 
contract. 
(2) NO CONSENT REQUIRED.—A calculating person shall not 
be required to obtain consent from any other person prior 
to the adoption of benchmark replacement conforming changes. 
(e) ADJUSTMENT BY BOARD.— 
(1) IN GENERAL.—Except as provided in paragraph (2), on 
the LIBOR replacement date, the Board shall adjust the Board- 
selected benchmark replacement for each category of LIBOR 
contract that the Board may identify to include the relevant 
tenor spread adjustment. 
(2) CONSUMER LOANS.—For LIBOR contracts that are con-
sumer loans, the Board shall adjust the Board-selected bench-
mark replacement as follows: 
(A) During the 1-year period beginning on the LIBOR 
replacement date, incorporate an amount, to be determined 
for any business day during that period, that transitions 
linearly from the difference between the Board-selected 
benchmark replacement and the corresponding LIBOR 
tenor determined as of the day immediately before the 
LIBOR replacement date to the relevant tenor spread 
adjustment. 
(B) On and after the date that is 1 year after the 
LIBOR replacement date, incorporate the relevant tenor 
spread adjustment. 
(f) RULE OF CONSTRUCTION.—Nothing in this division may be 
construed to alter or impair— 
(1) any written agreement specifying that a LIBOR contract 
shall not be subject to this division; 
(2) except as provided in subsection (b), any LIBOR contract 
that contains fallback provisions that identify a benchmark 
replacement that is not based in any way on any LIBOR 
value (including the prime rate or the effective Federal funds 
rate); 
(3) except as provided in subsection (b) or (c)(3), any LIBOR 
contract subject to subsection (c)(1) as to which a determining 
person does not elect to use a Board-selected benchmark 
replacement pursuant to that subsection; 
(4) the application to a Board-selected benchmark replace-
ment of any cap, floor, modifier, or spread adjustment to which 
LIBOR had been subject pursuant to the terms of a LIBOR 
contract; 
(5) any provision of Federal consumer financial law that— 
(A) requires creditors to notify borrowers regarding 
a change-in-terms; or 
(B) governs the reevaluation of rate increases on credit 
card accounts under open-ended (not home-secured) con-
sumer credit plans; or 
(6) except as provided in section 105(c), the rights or obliga-
tions of any person, or the authorities of any agency, under 
Federal consumer financial law, as defined in section 1002
H. R. 2471—782 
of the Consumer Financial Protection Act of 2010 (12 U.S.C. 
5481). 
SEC. 105. CONTINUITY OF CONTRACT AND SAFE HARBOR. 
(a) IN GENERAL.—A Board-selected benchmark replacement and 
the selection or use of a Board-selected benchmark replacement 
as a benchmark replacement under or with respect to a LIBOR 
contract, and any benchmark replacement conforming changes, 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 methodology 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 fluctuations that are 
substantially similar to those of LIBOR for purposes of the 
Truth in Lending Act (15 U.S.C. 1601 note) and regulations 
promulgated under that division. 
(b) NO IMPAIRMENT.—Neither the selection or use of a Board- 
selected benchmark replacement as a benchmark replacement nor 
the determination, implementation, or performance of benchmark 
replacement conforming changes under section 104 may— 
(1) 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 
(2) have the effect of— 
(A) discharging or excusing performance under any 
LIBOR contract for any reason, claim, or defense (including 
any force majeure or other provision in any LIBOR con-
tract); 
(B) giving any person the right to unilaterally termi-
nate or suspend performance under any LIBOR contract; 
(C) constituting a breach of any LIBOR contract; or 
(D) voiding or nullifying any LIBOR contract. 
(c) SAFE HARBOR.—No person shall be subject to any claim 
or cause of action in law or equity or request for equitable relief, 
or have liability for damages, arising out of— 
(1) the selection or use of a Board-selected benchmark 
replacement; 
(2) the implementation of benchmark replacement con-
forming changes; or 
(3) with respect to a LIBOR contract that is not a consumer 
loan, the determination of benchmark replacement conforming 
changes, 
in each case after giving effect to the provisions of section 104; 
provided, however, that in each case any person (including a calcu-
lating person) shall remain subject to the terms of a LIBOR contract 
that are not affected by this division and any existing legal, regu-
latory, or contractual obligations to correct servicing or other min-
isterial errors under or with respect to a LIBOR contract. 
(d) SELECTION.—The selection or use of a Board-selected bench-
mark replacement or the determination, implementation, or 
performance of benchmark replacement conforming changes under 
section 104 shall not be deemed to—
H. R. 2471—783 
(1) be an amendment or modification of any LIBOR con-
tract; or 
(2) prejudice, impair, or affect the rights, interests, or 
obligations of any person under or with respect to any LIBOR 
contract. 
(e) NO NEGATIVE INFERENCE.—Except as provided in sub-
sections (a), (b), or (c)(1) of section 104, nothing in this division 
may be construed to create any negative inference or negative 
presumption regarding the validity or enforceability of— 
(1) any benchmark replacement (including any method for 
calculating, determining, or implementing an adjustment to 
the benchmark replacement to account for any historical dif-
ferences between LIBOR and the benchmark replacement) that 
is not a Board-selected benchmark replacement; or 
(2) any changes, alterations, or modifications to or with 
respect to a LIBOR contract that are not benchmark replace-
ment conforming changes. 
SEC. 106. BENCHMARK FOR LOANS. 
(a) DEFINITIONS.—In this section: 
(1) BANK.—The term ‘‘bank’’ means an institution subject 
to examination by a Federal financial institutions regulatory 
agency. 
(2) COVERED ACTION.—The term ‘‘covered action’’ means— 
(A) the initiation by a Federal supervisory agency of 
an enforcement action, including the issuance of a cease- 
and-desist order; or 
(B) the issuance by a Federal supervisory agency of 
a matter requiring attention, a matter requiring immediate 
attention; or a matter requiring board attention resulting 
from a supervisory activity conducted by the Federal super-
visory agency. 
(3) 
FEDERAL
FINANCIAL
INSTITUTIONS
REGULATORY 
AGENCY.—The term ‘‘Federal financial institutions regulatory 
agencies’’ has the meaning given the term in section 1003 
of the Federal Financial Institutions Examination Council Act 
of 1978 (12 U.S.C. 3302). 
(4) FEDERAL
SUPERVISORY
AGENCY.—The term ‘‘Federal 
supervisory agency’’ means an agency listed in subparagraphs 
(A) through (H) of section 1101(7) of the Right to Financial 
Privacy Act of 1978 (12 U.S.C. 3401(7)). 
(5) NON-IBOR LOAN.—The term ‘‘non-IBOR loan’’ means 
any loan that, by its terms, does not use in any way LIBOR, 
any tenor of non-U.S. dollar currency rates formerly known 
as the London interbank offered rate as administered by ICE 
Benchmark Administration Limited (or any predecessor or suc-
cessor administrator thereof), and any other interbank offered 
rates that are expected to cease, as a benchmark. 
(b) BENCHMARKS USED BY BANKS.—With respect to a bench-
mark used by a bank— 
(1) the bank, in any non-IBOR loan made before, on, or 
after the date of enactment of this Act, may use any benchmark, 
including a benchmark that is not SOFR, that the bank deter-
mines to be appropriate for the funding model of the bank; 
the needs of the customers of the bank; and the products, 
risk profile, risk management capabilities, and operational 
capabilities of the bank; provided, however, that the use of
H. R. 2471—784 
any benchmark shall remain subject to the terms of the non- 
IBOR loan, and applicable law; and 
(2) no Federal supervisory agency may take any covered 
action against the bank solely because that benchmark is not 
SOFR. 
SEC. 107. PREEMPTION. 
This division, and regulations promulgated under this division, 
shall supersede any provision of any State or local law, statute, 
rule, regulation, or standard— 
(1) relating to the selection or use of a benchmark replace-
ment or related conforming changes; or 
(2) expressly limiting the manner of calculating interest, 
including the compounding of interest, as that provision applies 
to the selection or use of a Board-selected benchmark replace-
ment or benchmark replacement conforming changes. 
SEC. 108. TRUST INDENTURE ACT OF 1939. 
Section 316(b) of the Trust Indenture Act of 1939 (15 U.S.C. 
77ppp(b)) is amended— 
(1) by striking ‘‘, except as’’ and inserting ‘‘, except— 
‘‘(1) as’’; 
(2) in paragraph (1), as so designated, by striking ‘‘(a), 
and except that’’ and inserting ‘‘(a); 
‘‘(2) that’’; 
(3) in paragraph (2), as so designated, by striking the 
period at the end and inserting ‘‘; and’’; and 
(4) by adding at the end the following: 
‘‘(3) that the right of any holder of any indenture security 
to receive payment of the principal of and interest on such 
indenture security shall not be deemed to be impaired or 
affected by any change occurring by the application of section 
104 of the Adjustable Interest Rate (LIBOR) Act to any inden-
ture security.’’. 
SEC. 109. AMENDMENT TO THE HIGHER EDUCATION ACT OF 1965. 
Section 438(b)(2)(I) of the Higher Education Act of 1965 (20 
U.S.C. 1087–1(b)(2)(I)) is amended by adding at the end the fol-
lowing: 
‘‘(viii) REVISED
CALCULATION
RULE
TO
ADDRESS 
INSTANCES WHERE 1-MONTH USD LIBOR CEASES OR IS 
NON-REPRESENTATIVE.— 
‘‘(I) 
SUBSTITUTE
REFERENCE
INDEX.—The 
provisions of this clause apply to loans for which 
the special allowance payment would otherwise 
be calculated pursuant to clause (vii). 
‘‘(II) CALCULATION BASED ON SOFR.—For loans 
described in subclause (III) or (IV), the special 
allowance payment described in this subclause 
shall be substituted for the payment provided 
under clause (vii). For each calendar quarter, the 
formula for computing the special allowance that 
would otherwise apply under clause (vii) shall be 
revised by substituting ‘of the quotes of the 30- 
day Average Secured Overnight Financing Rate 
(SOFR) in effect for each of the days in such 
quarter as published by the Federal Reserve Bank 
of New York (or a successor administrator),