2023 New York Laws › GOB - General Obligations › Article 18-C - Libor Discontinuance › 18-401 - Effect of Libor Discontinuance on Agreements.

§ 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,
security or instrument that uses LIBOR as a benchmark and:
a. contains no fallback provisions; or
b.  contains  fallback  provisions  that   result   in   a   benchmark
replacement,  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
fallback  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
instrument  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
benchmark  replacement.  Such  selection  of  the  recommended benchmark
replacement 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
subdivision 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,
retrospectively or prospectively, a contract,  security,  or  instrument
shall  not  be  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
transactions, and shall not be deemed to be displaced by any  other  law
of this state.