(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 U.S. federal income tax purposes.
10. "Determining person" shall mean, 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.
11. "Relevant recommending body" shall mean the Federal Reserve Board,
the Federal Reserve Bank of New York, or the Alternative Reference Rates
Committee, or any successor to any of them.
12. "SOFR" shall mean, 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.
13. "Calculating person" shall mean, 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.
14. "Contract, security, or instrument" shall include, 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.