{"data":{"id":"us-tn/tenn.-code-ann.-47-33-104","jurisdiction":"us-tn","citation":"Tenn. Code Ann. § 47-33-104","heading":"Construction and effect of selection or use of a recommended benchmark replacement - Liability","body":"(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.\nacement 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.\n(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.\n(1) A commercially reasonable replacement for and a commercially substantial equivalent to LIBOR;\n(2) A reasonable, comparable, or analogous term for LIBOR under or in respect of the contract, security, or instrument;\n(3) A replacement that is based on a methodology or information that is similar or comparable to LIBOR; and\n(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.\n(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.\n(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;\n(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;\n(3) Have the effect of giving a person the right unilaterally to terminate or suspend performance under a contract, security, or instrument;\n(4) Have the effect of constituting a breach of a contract, security, or instrument; or\n(5) Have the effect of voiding a contract, security, or instrument.\n(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.\nk 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.\n(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.\n(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.\n(1) A benchmark replacement that is not a recommended replacement benchmark;\n(2) A spread adjustment, or method for calculating or determining a spread adjustment, that is not a recommended spread adjustment; or\n(3) A change, alteration, or modification to or in respect of a contract, security, or instrument that is not a benchmark replacement conforming change.","path":["TN Code","Title 47","Chapter 33"],"source_url":"https://oss-data-us.vaquill.ai/v2026.08/us_tn_statutes.parquet","current_through":"2026-08-14","vintage":"open-us-law v2026.08, retrieved 2026-09-14","retrieved_at":"2026-09-14T18:32:26Z","sha256":"2da5723eec5f4afec48bc343675dc5b19ca74e81637abee0c25599811c3a191f","source_id":"us-tn","stale":false,"prev":"us-tn/tenn.-code-ann.-47-33-103","next":"us-tn/tenn.-code-ann.-47-3-101"},"notice":"GroundRules: Original legal text. Not legal advice."}