For purposes of the LIBOR Transition Act:

(1) Benchmark means an index of interest rates or dividend rates that is used, in whole or in part, as the basis of or as a reference for calculating or determining any valuation, payment, or other measurement under or in respect of a contract, security, or instrument;

(2) Benchmark replacement means 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 based on LIBOR, whether on a temporary, permanent, or indefinite basis, under or in respect of a contract, security, or instrument;

(3) Benchmark replacement conforming changes means, with respect to any type of contract, security, or instrument, any technical, administrative, or operational changes, alterations, or modifications that are associated with and reasonably necessary to the use, adoption, calculation, or implementation of a recommended benchmark replacement and that:

(a) Have been selected or recommended by a relevant recommending body; and

(b) If, in the reasonable judgment of the calculating person, the benchmark replacement conforming changes selected or recommended pursuant to subdivision (3)(a) of this section do not apply to such contract, security, or instrument or are insufficient to permit administration and calculation of the recommended benchmark replacement, then benchmark replacement conforming changes shall include such other changes, alterations, or modifications that, in the reasonable judgment of the calculating person:

(i) Are necessary to permit administration and calculation of the recommended benchmark replacement under or in respect of such contract, security, or instrument in a manner consistent with market practice for substantially similar contracts, securities, or instruments and, to the extent practicable, the manner in which such contract, security, or instrument was administered immediately prior to the LIBOR replacement date; and

(ii) Would not result in a disposition of such contract, security, or instrument for United States federal income tax purposes;

(4) Calculating person means, with respect to any contract, security, or instrument, any person, which may be the determining person, responsible for calculating or determining any valuation, payment, or other measurement based on a benchmark;

(5) Contract, security, or instrument includes, without limitation, any contract, agreement, 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, instrument, or other obligation;

(6) Determining person means, with respect to any contract, security, or instrument, in the following order of priority:

(a) Any person specified as a determining person; or

(b) Any person with the authority, right, or obligation to:

(i) Determine the benchmark replacement that will take effect on the LIBOR replacement date;

(ii) Calculate or determine a valuation, payment, or other measurement based on a benchmark; or

(iii) Notify other persons of the occurrence of a LIBOR discontinuance event, a LIBOR replacement date, or a benchmark replacement;

(7) Fallback provisions means terms in a contract, security, or instrument that set forth a methodology or procedure for determining a benchmark replacement, including any terms relating to the date on which the benchmark replacement becomes effective, without regard to whether a benchmark replacement can be determined in accordance with such methodology or procedure;

(8) LIBOR means, for purposes of the application of the LIBOR Transition Act to any particular contract, security, or instrument, United States dollar LIBOR, formerly known as the London interbank offered rate, as administered by ICE Benchmark Administration Limited, or any predecessor or successor thereof, or any tenor thereof, as applicable, that is used in making any calculation or determination thereunder;

(9)(a) LIBOR discontinuance event means the earliest to occur of any of the following:

(i) A public statement or publication of information by or on behalf of the administrator of LIBOR announcing that such administrator has ceased or will cease to provide LIBOR, permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator that will continue to provide LIBOR;

(ii) A public statement or publication of information by the regulatory supervisor for the administrator of LIBOR, the United States Federal Reserve System, an insolvency official with jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR, or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR, which states that the administrator of LIBOR has ceased or will cease to provide LIBOR permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator that will continue to provide LIBOR; or

(iii) A public statement or publication of information by the regulatory supervisor for the administrator of LIBOR announcing that LIBOR is no longer representative.

(b) For purposes of this subdivision (9), a public statement or publication of information that affects one or more tenors of LIBOR shall not constitute a LIBOR discontinuance event with respect to any contract, security, or instrument that (i) provides for only one tenor of LIBOR, if such contract, security, or instrument requires interpolation and such tenor can be interpolated from LIBOR tenors that are not so affected, or (ii) permits a party to choose from more than one tenor of LIBOR and any of such tenors (A) is not so affected or (B) if such contract, security, or instrument requires interpolation, can be interpolated from LIBOR tenors that are not so affected;

(10)(a) LIBOR replacement date means:

(i) In the case of a LIBOR discontinuance event described in subdivision (9)(a)(i) or (ii) of this section, the later of (A) the date of the public statement or publication of information referenced therein and (B) the date on which the administrator of LIBOR permanently or indefinitely ceases to provide LIBOR; and

(ii) In the case of a LIBOR discontinuance event described in subdivision (9)(a)(iii) of this section, the date of the public statement or publication of information referenced therein.

(b) For purposes of this subdivision (10), a date that affects one or more tenors of LIBOR shall not constitute a LIBOR replacement date with respect to any contract, security, or instrument that (i) provides for only one tenor of LIBOR, if such contract, security, or instrument requires interpolation and such tenor can be interpolated from LIBOR tenors that are not so affected, or (ii) permits a party to choose from more than one tenor of LIBOR and any of such tenors (A) is not so affected or (B) if such contract, security, or instrument requires interpolation, can be interpolated from LIBOR tenors that are not so affected;

(11) Recommended benchmark replacement means, with respect to any particular type of contract, security, or instrument, a benchmark replacement based on SOFR, which shall include any recommended spread adjustment and any benchmark replacement conforming changes, that has been selected or recommended by a relevant recommending body with respect to such type of contract, security, or instrument;

(12) Recommended spread adjustment means a spread adjustment, or method for calculating or determining such spread adjustment, which may be a positive or negative value or zero, that has been selected or recommended by a relevant recommending body for a recommended benchmark replacement for a particular type of contract, security, or instrument and for a particular term to account for the effects of the transition or change from LIBOR to a recommended benchmark replacement;

(13) Relevant recommending body means the Federal Reserve Board, the Federal Reserve Bank of New York, or the Alternative Reference Rates Committee, or any successor to any of them; and

(14) SOFR means, with respect to any day, the secured overnight financing rate published for such day by the Federal Reserve Bank of New York, as the administrator of the benchmark or a successor administrator, on the Federal Reserve Bank of New York’s website.