(i) irrevocable;
(ii) made by the earlier of either the LIBOR replacement date, or the
latest date for selecting a benchmark replacement according to such
contract, security, or instrument; and
(iii) used in any determinations of the benchmark under or with
respect to such contract, security or instrument occurring on and after
the LIBOR replacement date.
4. If a recommended benchmark replacement becomes the benchmark
replacement for any contract, security, or instrument pursuant to
subdivision one or subdivision three of this section, then all benchmark
replacement conforming changes that are applicable (in accordance with
the definition of benchmark replacement conforming changes) to such
recommended benchmark replacement shall become an integral part of such
contract, security, or instrument by operation of law.
5. The provisions of this article shall not alter or impair:
a. any written agreement by all requisite parties that,
retrospectively or prospectively, a contract, security, or instrument
shall not be subject to this article without necessarily referring
specifically to this article. For purposes of this subdivision,
"requisite parties" means all parties required to amend the terms and
provisions of a contract, security, or instrument that would otherwise
be altered or affected by this article;
b. any contract, security or instrument that contains fallback
provisions that would result in a benchmark replacement that is not
based on LIBOR, including, but not limited to, the prime rate or the
federal funds rate, except that such contract, security or instrument
shall be subject to subdivision two of this section;
c. any contract, security, or instrument subject to subdivision three
of this section as to which a determining person does not elect to use a
recommended benchmark replacement pursuant to subdivision three of this
section or as to which a determining person elects to use a recommended
benchmark replacement prior to the occurrence of a LIBOR discontinuance
event, except that such contract, security, or instrument shall be
subject to subdivision two of this section; or
d. the application to a recommended benchmark replacement of any cap,
floor, modifier, or spread adjustment to which LIBOR had been subject
pursuant to the terms of a contract, security, or instrument.
6. Notwithstanding the uniform commercial code or any other law of
this state, this title shall apply to all contracts, securities and
instruments, including contracts, with respect to commercial
transactions, and shall not be deemed to be displaced by any other law
of this state.