United States: The Future Of Libor: Implications For The Loan Market

The London Interbank Offered Rate (ICE LIBOR, often referred to colloquially as Libor) is an important interest rate benchmark. It is currently set with reference to the rate at which certain large and financially sound Libor "panel" banks indicate that they can borrow short-term wholesale funds from one another on an unsecured basis in the interbank market. The benchmark is now administered by ICE Benchmark Administration Limited (IBA)[1], which is a regulated benchmark administrator, based in the United Kingdom. Libor was previously administered by the British Bankers' Association. Various scandals concerning alleged manipulation of the benchmark led to regulation of the activity of its administration and to IBA, an independent subsidiary of Intercontinental Exchange, Inc. (ICE) (a global operator of exchanges and clearing houses and a global data and listings provider) taking on the administrator role.

Libor has served as a rate that financial instruments incorporate to establish the terms of agreement and also acts as a relative performance measure that can be used, for instance, for calculating funding costs, investment returns or, in times of crisis, for signaling deep changes in the financial environment. As a reference rate for debt instruments and derivatives in U.S. Dollars and other core global currencies, Libor has become entrenched into the world's debt capital markets and lending agreements globally. Hundreds of trillions of dollars of loans and derivatives2 use U.S. Dollar Libor as a reference rate. Libor is under a process of evolution in terms of how it is calculated, other reference rates are now becoming available and regulation, especially in Europe, will change the way in which financial institutions use benchmarks. This paper discusses implications for the lending market of these changes.

We also discuss certain of the perceived limitations in possible alternative benchmarks for U.S. Dollar Libor and discuss how that could be improved; we make these recommendations cautiously, for discussion purposes, taking into account the probable need for funding costs of banks to be included when determining a new reference rate for lending transactions, as well as the policy tensions3 that are imbedded in any rate setting structure.

A Short History of Libor

Libor has been a tremendous stabilizing influence in the world's debt capital markets, including by facilitating the standardization of financial contracts. First used in 1969, Libor developed into a uniform and widely used reference rate in subsequent decades,4 with the British Banker's Association taking on a centralizing role in 1986. The financial crisis of 2007 and 2008 sowed the seeds towards significant reforms to Libor. First, as a practical matter, prudential regulators looked over the precipice and considered the systemic weaknesses of having a single reference rate with no credible alternative or back-up, when market liquidity dried up and questions arose as to the basis on which daily rates were set and submitted. At the peak of interest rate volatility during the financial crisis, a perception of lack of creditworthiness within the interbank market (and consequential negative credit feedback loops) drove Libor to spike, and to spike in a manner that, in part, drove regulators to unleash the tidal force of quantitative easing. Libor was signaling (as a benchmark rate) that the financial markets were about to collapse. The failure of the interbank market was the canary in the coal mine, and the canary was dying. In some ways, Libor acted as it should have done in the crisis, in these respects. However, the lack of real transaction data backing up some submissions for some currencies or maturities (an inevitable by-product of paralysis in the interbank market) also became apparent to regulators.

Following the crisis, the Libor "scandal" broke. Individual panel bank submissions5 were alleged to have been inaccurate or manipulated for proprietary purposes. Even senior U.K. regulators became implicated for asking banks to change their submissions at the height of the crisis. Allegations included that panel banks had purposively underreported borrowing costs materially in order to project market strength during the financial crisis, that panel bank submissions were higher or lower than actual interbank borrowing costs of the submitting panelist and that manipulation had taken place with bank panel participants and market participants acting in concert so as to benefit from a higher (or lower) published Libor rate. Ironically, these factors, if true, arguably resulted in a stabilizing effect at a time when markets most needed it. However, the value of the Libor reference rate can be viewed as a zero-sum problem; theoretically, there is always a winner and always a loser. Any divergence from a rate derived from actual interbank transactions, whether due to bank panel manipulation, regulatory coercion or otherwise, results in positions either gaining or losing value on financial contracts that use Libor as a reference rate; we will discuss this problem further below in the context of Libor transition.

In short, the Libor scandal, together with the financial crisis and technical issues in the interbank market,6 cast doubt on the efficacy of Libor and the Libor panel process and drove financial regulatory bodies to consider reforms (e.g., the Wheatley Review of Libor (2012)) and alternatives (e.g., the Financial Statement Board (FSB) report (July 2014)). One core goal of regulators has been to anchor Libor rates to actual transactions to ensure that the rate is truly representative of market conditions. At the same time, banks have become increasingly unwilling to participate as submitting banks in Libor, due to legal and compliance risks and in light of the scandals that emerged after the last crisis. The first response to this, in the United Kingdom, was new regulation: transferring Libor from the bank market association to a regulated, independent operator and regulating both the administration of benchmarks and submission of data used in calculating benchmarks. IBA, in turn, has implemented significant improvements to Libor since the takeover.7 A view by certain regulators has been reached that the panel submission basis for Libor is likely no longer sustainable and that long term liquidity and confidence in the markets will be strengthened by reform. At the same time, IOSCO standards and the EU Benchmark Regulation ask for alternatives to be developed, so as to bring choice, competition and fallbacks to interest rates. What next?

Reformed LIBOR?

With the backdrop of the failures in the submission process and the unwillingness of banks to provide data to calculate Libor, enhancements to Libor are being actively pursued by ICE Benchmark Administration. IBA has proposed to implement a number of reforms to make Libor more transaction based, with market data being incorporated alongside panel submission data, and perhaps ultimately transitioning to a centralised calculation methodology. While these reforms will likely be gradual, a number is expected to be implemented in the shorter term through the adoption of IBA's proposed "phase 1 waterfall methodology". 8][9 This evolution of Libor will address many of the issues above. Possible risks, burdens and losses relating to the outright replacement of Libor may very well overwhelm the benefits and so upgrading and retaining Libor under a reformed framework that addresses regulatory concerns—a process started some years ago—is likely to continue. If the continuity of Libor can be preserved while implementing enhancements and reforms that address the current issues with Libor, then although Libor may cease to be technically just an "inter-bank offered rate," there will likely be no issues with interpreting the meaning of existing agreements as referring to that reformed IBA Libor rate. 

A Path for Change?

Libor is currently actively published for five currencies (U.S. Dollars, Euros, Japanese Yen, Pounds Sterling and Swiss Francs)10 on various tenors. To replace Libor across such a broad array of references would require concerted effort by regulators and market participants in each currency submarket. Any such replacement first requires an alternative to be developed and for that alternative to gain traction and a sufficient track record for it to be credible. The replacement path for each currency submarket is complex. Executing an orderly transition and the value "gap" between projected Libor and projected replacement rates is the elephant in the room for many market participants. The alternative rate event horizons have been slowly coming into view, and market participants are moving from a somewhat theoretical medium-term outlook of "this too shall pass" to a short-term functional outlook of "how do we get from point A to point B without getting lost or crashing into a ditch."

SOFR—Backup Rate for US Dollar Libor: there is presently no alternative rate for Libor in U.S. Dollars. However, an alternative rate for U.S. Dollars has been selected by the Alternative Reference Rates Committee (ARRC), a group of leading market participants convened by the Board of Governors of the Federal Reserve System (the Board or FRB). This proposed alternative rate is the unpublished Broad Treasuries Financing Rate (BTFR); the committee considered but did not adopt the Federal Reserve Bank of New York's (the New York Fed or FRBNY) overnight bank funding rate (i.e., the OBFR; a volume-weighted median of overnight fed funds and eurodollar transactions of U.S.-based bank offices which is an uncollateralized interbank funding rate). The unpronounceable BTFR acronym has been subsequently renamed as the Secured Overnight Funding Rate (SOFR). The concept behind the new rate is that it is a secured overnight11 Treasuries repo rate (i.e., the interest rate paid on overnight loans collateralized by U.S. government debt; collateral that is high quality and liquid and accepted as collateral by the majority of intermediaries in the repo market). It would be anchored in actual repo transactions12 with significant average daily trading volumes (e.g., averaging above $300 billion). The New York Fed has announced that it expects to publish the rate as from early 2018.13 SOFR is observed and backward looking. This stands in contrast with Libor under the current methodology, which is an estimated forward-looking rate and relies, to some degree, on the expert judgment of submitting panel members. The technical aspects of the applicable rate have been refined by the New York Fed, and we would expect that this process of refinement may continue as regulators and market participants continue to analyze the new rate. Market adoption of this new rate is a work in progress and remains to be seen. Given that SOFR is a secured rate backed by government securities (i.e., U.S. Treasuries), it will be a rate that does not take into account bank credit risk (as was the case with Libor). SOFR is therefore likely to be lower than Libor and is less likely to correlate with the funding costs of financial institutions. While repo transactions have become one of the central pillars of the money markets and overnight interest rates play an important role in determining the yield curve, whether or not SOFR gets requisite market traction is an open question.

SOFR+: a vital component in successfully developing new U.S. dollar benchmark rates will be solving for bank funding costs and the associated spread currently included within Libor. SOFR alone does not do it. As some market participants have observed, BTFR/SOFR is lower and more volatile than Libor.14 Moreover, the variance to Libor is not static or a constant percentage. For the sake of illustration, we take the variance at the end of March 2017 which was approximately 40 bps. In our discussions with market participants they have noted that if Libor had been replaced on that date with SOFR, all relevant assets would suffer significant one time losses15 for lenders and other investors who are reliant on Libor based pricing; we note that these losses may, in part, be concentrated in the equity and subordinated tranches of CLO's. Given that reformed Libor will likely be migrating to a more transaction based methodology but without having any material delta between an outcome based on current Libor methodology, and that this modified Libor will permit a stable transition, it is not clear to us why market participants would not want to strongly support the continuation of Libor, or, in the alterative, to require that a further spread be layered on top of SOFR if SOFR is to be the backup rate.

SONIA—Backup Rate for Sterling LIBOR: in contrast to the U.S. collateralized reference rate approach, the United Kingdom and Europe are developing unsecured (i.e., uncollateralized) reference rates as an alternative benchmark to stand alongside Sterling Libor and Euribor (which is the existing interbank reference rate for Euros).16 A swaps-industry working group in the United Kingdom had proposed the development of the Sterling Overnight Index Average (SONIA). SONIA is the weighted average rate to four decimal places of all unsecured sterling overnight cash transactions brokered in London made by contributing WMBA member firms (i.e., banks and building societies) above a minimum deal size. The index is a weighted average overnight deposit rate for each business day, and each rate in the average is weighted by the principal amount of deposits which were taken on that day. The Bank of England (the BofE) is the administrator of SONIA and the BofE is in the process of reforming SONIA, and the reforms are projected to become effective in April 2018.17 A number of issues arise in extending SONIA to cover maturities other than overnight maturities.

EONIA—Backup Rate for Euribor (i.e., the euro interbank offered rate): market participants in Europe already have available an alternative unsecured interbank market rate, the Euro Overnight Index Average (EONIA) as an alternative rate to Euribor. Nonetheless, in part, because of EONIA's panel-based structure, the European Central Bank has announced that it intends to develop a new overnight reference interest rate for Euros by 2020. The announced goal is to identify and adopt a "risk-free overnight rate" and "[o]nce the [ECB] has made a recommendation on its preferred alternative risk-free rate, the group will also explore possible approaches for ensuring a smooth transition to this rate, if needed in the future." Similar issues as regards maturities arise as in the context of SONIA.

TONAR—Backup Rate for TIBOR (i.e., the Japanese Yen interbank offered rate): again, in contrast to the U.S. collateralized approach, Japan has identified the uncollateralized overnight call rate (TONAR: the Tokyo Overnight Average Rate) as its applicable replacement reference rate for Tibor (i.e., the existing interbank reference rate for Japanese Yen). This replacement reference rate is calculated and published by the Bank of Japan and is intended to be a risk-free (or near risk-free) rate. It is a transaction-based benchmark using information provided by money-market brokers.

SARON—Backup Rate for Swiss Franc Libor: the Swiss National Bank (SNB), and its national working group (NWG) on Swiss Franc (CHF) reference interest rates, has identified the Swiss Average Rate Overnight (SARON) as its replacement reference rate for Swiss Franc Libor. SARON is a Swiss stock exchange index that was launched in 2009 in conjunction with the SNB as an alternative reference rate for the CHF market. It is based on actual market transactions and prices in the Swiss repo market. As with the U.S. approach, it is a collateralized reference rate. The NWG has adopted a well signaled and coordinated approach to replacing the Swiss interbank rate for swaps (TOIS fixing). TOIS fixing was discontinued at the end of 2017 and replaced with SARON.

What Are Challenges in the Path Ahead?

We set forth in the tables below a high-level summary of key practical risk issues for market participants and some of the available options. Within certain options (e.g., amending legacy contracts), there are highly detailed solutions that we do not cover below.

Footnotes

1  See https://www.theice.com/iba.

2  The global derivatives markets in particular is heavily impacted by any changes to Libor. Industry groups, such as the International Swaps and Derivatives Association (ISDA) and the Loan Syndications and Trading Association, are actively involved with assisting market participants and preparing for any possible changes.

3  These policy tensions include those identified by the ARRC: see generally https://www.newyorkfed.org/arrc/index.html. In addition, we take into account the standards recommended by The Board of the International Organization of Securities Commission (IOSCO) in its "Principles for Financial Benchmarks" (July 2013): see http://www.iosco.org/library/pubdocs/pdf/IOSCOPD415.pdf.

4  In the context of the syndicated lending market, reference interest rates, such as Libor, were initially adopted as a more transparent and cost-efficient way for banks to pass on their funding costs to their borrower clients by adding a spread to a reference rate representative of their actual funding costs. The standardization of the pass-through rate in financial contracts also led to the emergence of derivatives-based risk management, initially in the form of forward-rate agreements and then swaps and other more complex derivatives. For a current overview on U.S. dollar Libor exposures, see the following recent presentation by David Bowman (Federal Reserve Board of Governors): https://www.newyorkfed.org/medialibrary/microsites/arrc/files/2017/Bowmanpresentation.pdf.

5  A submission in response to a prospective forward-looking question: "at what rate could you borrow funds, were you to do so by asking for and then accepting interbank offers in a reasonable market size just prior to 11 a.m.?"

6  The ARRC Interim Report notes: "the secular decline in short-term unsecured wholesale funding has made the market underlying LIBOR both less liquid and much less resilient."

7 A comprehensive overview can be found here:  https://www.theice.com/publicdocs/ICE_LIBOR_Roadmap0316.pdf.

8 See the Summary of ICE LIBOR Evolution document here: https://www.theice.com/publicdocs/LIBOR_evo_summary.pdf.

9 See https://www.fnlondon.com/articles/ice-benchmark-chief-libor-is-not-dead-20170811.

10  IBA has administered the production of ICE LIBOR (formerly BBA LIBOR) since early 2014. It is currently quoted for five currencies and seven maturities (from overnight to one year), resulting in the production of 35 rates on each applicable business day.

11  LIBOR has a "term" component, i.e., it is determined for the relevant quoted period (e.g., three month Libor contracts). How the market develops correlative term periods from an overnight rate (SOFR) is as yet to be determined. A critical aspect of developing these term periods based on SOFR will be creating a liquid market for interest rate swaps and futures based on SOFR. In the context of lending transactions that are based today on Libor term contracts, it is an open question as to whether or not, during the transition, there be an interim illiquidity premium and how that is to be passed through to end users (e.g., borrowers)?

12  The repurchase agreement (or repo) market is largely divisible into the bilateral repo market and the tri-party repo market. The tri-party repo market is one where dealers (i.e., asset sellers) fund their portfolio of securities through repos. At a high level, a repo is a financial transaction in which one party sells an asset to another party with a promise to repurchase the asset at a pre-specified later date. A repo is similar to a collateralized loan but its treatment under U.S. bankruptcy laws is more beneficial to the purchaser of the asset (e.g., in the context of SOFR, the buyer of U.S. Treasuries on an overnight basis; who can be thought of, by analogy, as lending cash and taking these high quality securities as collateral): in the event of the bankruptcy of the asset seller, repo asset buyers can typically sell their collateral (i.e., the sold assets; which in the context of SOFR are U.S. Treasuries), rather than be subject to the automatic stay, as would be the case for a collateralized loan. In the tri-party repo market, a third party called a clearing bank (in the United States, the market is dominated by JP Morgan Chase and The Bank of New York Mellon) acts as an intermediary and custodian, values the assets, applies a margin, settles the trades and otherwise minimizes the administrative and procedural burdens on the two underlying parties. In the context of the overnight repo market, these repos are commonly "rolled" for successive days; thereby providing ongoing cash liquidity to the seller of U.S. Treasuries. A statistical overview of the tri-party market by the New York Fed is found here: https://www.newyorkfed.org/data-and-statistics/data-visualization/tri-party-repo. A useful overview by the New York Fed of the tri-party repo market and the "wrong-way" risks for clearing banks associated with a troubled dealer is set forth here: https://www.newyorkfed.org/medialibrary/media/research/epr/2012/1210cope.pdf.

13  https://www.newyorkfed.org/markets/opolicy/operating_policy_170524a.

14  https://www.guggenheiminvestments.com/perspectives/macroeconomic-research/the-transition-away-from-libor.

15  To take a very simple case, if you owned $1.0 billion of unlevered Libor based loans, assuming an average weighted life to maturity of 4 years for the portfolio, you would lose $16 million if the Libor reference rate was replaced with SOFR as the reference rate and the variance was negative 40 bps. Loss calculation becomes more complex if losses on floating rate assets are matched with gains on floating rate liabilities (e.g., in the context of a CLO).

16  We note that cross-currency swap markets may suffer from lower liquidity during the Libor transition period given lack of uniformity in approach as between replacement rates and the complexity of the transition across these five major currencies.

17  https://www.bankofengland.co.uk/-/media/boe/files/markets/benchmarks/sonia-key-features-and-policies.pdf?la=en&hash=A11D3AE9E5A070702AE4F777A70C258E871E49B7.

18  Many of the forms and documents for derivatives trading are published by ISDA. Currently, ISDA documentation does provide fallback options for many of the published rates, including U.S. Dollar Libor. However, these options were primarily intended to cover short term gaps where the rate was, for various reasons, not published or otherwise available. Unfortunately, these fallback options do not adequately address the permanent discontinuance of the publication of such reference rates. Similar to other regulatory or widespread derivatives industry changes, ISDA and other industry groups have assembled working groups to address Libor-related issues. Due to the uncertainty in terms of the scope and timing of any transition, there are currently no concrete plans regarding revisions to industry standard documentation. However, there are several aspects of such documentation that will need to be addressed. Each of the ISDA documents relates to a specific set of ISDA definitions, which, for reference rates, contain the fallback mechanics. Generally, the ISDA 2006 Definitions are widely used in the market today although other versions of the definitions may be used as well. Regardless of the version of the definitions used, the fallback mechanics for each such version will have to be amended to incorporate fallback mechanics and/or a fallback rate for each of the reference rates. Any such change in fallback mechanics or fallback rate will need to be determined and generally agreed upon by both buy-side and sell-side market participants. In addition, ISDA will most likely develop a protocol that will allow market participants with existing documentation to amend these bilateral contracts to incorporate the potential new terms and/or mechanics related to the transition. ISDA, together with SIFMA, SIFMA AMG, AFME and ICMA, published a transition "roadmap" on February 1, 2018, found here: https://www.sifma.org/resources/submissions/ibor-global-benchmark-survey-transition-roadmap

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on Mondaq.com.

Click to Login as an existing user or Register so you can print this article.

Authors
Similar Articles
Relevancy Powered by MondaqAI
Holland & Knight
 
In association with
Related Topics
 
Similar Articles
Relevancy Powered by MondaqAI
Holland & Knight
Related Articles
 
Related Video
Up-coming Events Search
Tools
Print
Font Size:
Translation
Channels
Mondaq on Twitter
 
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
 
Email Address
Company Name
Password
Confirm Password
Position
Mondaq Topics -- Select your Interests
 Accounting
 Anti-trust
 Commercial
 Compliance
 Consumer
 Criminal
 Employment
 Energy
 Environment
 Family
 Finance
 Government
 Healthcare
 Immigration
 Insolvency
 Insurance
 International
 IP
 Law Performance
 Law Practice
 Litigation
 Media & IT
 Privacy
 Real Estate
 Strategy
 Tax
 Technology
 Transport
 Wealth Mgt
Regions
Africa
Asia
Asia Pacific
Australasia
Canada
Caribbean
Europe
European Union
Latin America
Middle East
U.K.
United States
Worldwide Updates
Registration (you must scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions

Mondaq.com (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of www.mondaq.com

To Use Mondaq.com you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.

Disclaimer

The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.

General

Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions