2023 Code of Alabama › Title 5 - Banks and Financial Institutions. › Chapter 28 - Libor Discontinuance and Replacement Act of 2021 › Section 5-28-4 - Construction and Effect of Selection or Use of a Recommended Benchmark Replacement; Liability.

Section 5-28-4
Construction and effect of selection or use of a recommended benchmark replacement; liability.
(a) 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 5-28-3 shall constitute all of the following:
(1) A commercially reasonable replacement for and a commercially substantial equivalent to LIBOR.
(2) A reasonable, comparable, or analogous term for LIBOR under or in respect of the contract, security, or instrument.
(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 under or in respect of a contract, security, or instrument.
(b) None of: a LIBOR discontinuance event, a LIBOR replacement date, the selection or use of a recommended benchmark replacement as a benchmark replacement, or the determination, implementation, or performance of benchmark replacement conforming changes, in each case, by operation of Section 5-28-3, shall do any of the following:
(1) Be deemed to impair or affect the right of any person to receive a payment, or affect the amount or timing of the payment, under any contract, security, or instrument.
(2) Have the effect of 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.
(3) Have the effect of giving any person the right to unilaterally terminate or suspend performance under any contract, security, or instrument.
(4) Have the effect of constituting a breach of a contract, security, or instrument.
(5) Have the effect of voiding or nullifying any contract, security, or instrument.
(c) 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 5-28-3, and the selection or use of the recommended benchmark replacement or the 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.
(d) The selection or use of a recommended benchmark replacement or the determination, implementation, or performance of benchmark replacement conforming changes, by operation of Section 5-28-3, shall be deemed to do both of the following:
(1) Not be an amendment or modification of any contract, security, or instrument.
(2) Not prejudice, impair, or affect any person's rights, interests, or obligations under or in respect of any contract, security, or instrument.
(e) Except as provided in either subsection (a) or subsection (c) of Section 5-28-3, this chapter shall not be interpreted as creating any negative inference or negative presumption regarding the validity or enforceability of any of the following:
(1) Any benchmark replacement that is not a recommended replacement benchmark.
(2) Any spread adjustment, or method for calculating or determining a spread adjustment, that is not a recommended spread adjustment.
(3) Any changes, alterations, or modifications to or in respect of a contract, security, or instrument that are not benchmark replacement conforming changes.
(Act 2021-323, §1.)