(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:

Terms Used In Tennessee Code 47-33-104

  • 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 a valuation, payment, or other measurement under or in respect of a contract, security, or instrument. See Tennessee Code 47-33-102
  • Benchmark replacement: means a benchmark, or an interest rate or dividend rate, that may be based in whole or in part on a prior setting of LIBOR, to replace LIBOR or an 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. See Tennessee Code 47-33-102
  • Contract: A legal written agreement that becomes binding when signed.
  • Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
  • Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
  • LIBOR: means , for purposes of the application of this chapter to a 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 a predecessor or successor thereof, and a tenor thereof, as applicable, that is used in making a calculation or determination thereunder. See Tennessee Code 47-33-102
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • Person: includes a corporation, firm, company or association. See Tennessee Code 1-3-105
  • Recommended benchmark replacement: means a benchmark replacement based on SOFR, including a recommended spread adjustment and benchmark replacement conforming changes, that has been selected or recommended by a relevant recommending body with respect to the type of contract, security, or instrument. See Tennessee Code 47-33-102
  • Recommended spread adjustment: means a spread adjustment, or method for calculating or determining the spread adjustment, that:
    (A) 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. See Tennessee Code 47-33-102
(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.
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