2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 33 - LIBOR DISCONTINUANCE AND REPLACEMENT ACT (§§ 47-33-101 — 47-33-104) › Section 47-33-104 - 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 §
47-33-103
constitutes:
(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; and
(4)
Substantial performance by a person of a right or obligation relating to or based on LIBOR under or in respect of a contract, security, or instrument.
(b)
A LIBOR replacement date, or an event or condition giving rise to 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, by operation of §
47-33-103
, does not:
(1)
Impair or affect the right of a person to receive a payment, or affect the amount or timing of the payment, under a contract, security, or instrument;
(2)
Have the effect of discharging or excusing performance under a contract, security, or instrument for a reason, claim, or defense, including, but not limited to, a force majeure or other provision in a contract, security, or instrument;
(3)
Have the effect of giving a person the right unilaterally to terminate or suspend performance under a contract, security, or instrument;
(4)
Have the effect of constituting a breach of a contract, security, or instrument; or
(5)
Have the effect of voiding a contract, security, or instrument.
(c)
A person does not have liability for damages to another person, and is not subject to a 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 §
47-33-103
, and the selection or use of the recommended benchmark replacement or the determination, implementation, or performance of benchmark replacement conforming changes does not give rise to a claim or cause of action by a person in law or in equity.
(d)
Neither the selection or use of a recommended benchmark replacement nor the determination, implementation, or performance of benchmark replacement conforming changes, by operation of §
47-33-103
, amends or modifies a contract, security, or instrument or prejudices, impairs, or affects a person's rights, interests, or obligations under or in respect of a contract, security, or instrument.
(e)
Except as provided in §
47-33-103(a) or (c)
, this chapter does not create a negative inference or negative presumption regarding the validity or enforceability of:
(1)
A benchmark replacement that is not a recommended replacement benchmark;
(2)
A spread adjustment, or method for calculating or determining a spread adjustment, that is not a recommended spread adjustment; or
(3)
A change, alteration, or modification to or in respect of a contract, security, or instrument that is not a benchmark replacement conforming change.
Added by 2022 Tenn. Acts, ch. 651, s 1, eff. 3/15/2022.