2023 New York Laws › GOB - General Obligations › Article 18-C - Libor Discontinuance › 18-402 - Continuity of Contract and Safe Harbor.

§ 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,
security 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,
security  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
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
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.
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.