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.