(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:

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Terms Used In Alabama Code 5-28-4

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • 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
  • following: means next after. See Alabama Code 1-1-1
  • 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 as well as a natural person. See Alabama Code 1-1-1
(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.
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