United States: TLAC's Back! Sifting Through The Federal Reserve's Final TLAC Rule

On December 15, 2016, the Board of Governors of the Federal Reserve System (the "Federal Reserve") issued its final rules regarding total loss absorbing capacity (the "Final TLAC Rule") requirements for global systemically important banks ("G-SIBs") in the United States.1 The Final TLAC Rule is intended to "build on, and serve as a complement to, the regulatory capital requirements in Regulation Q." The Federal Reserve originally proposed TLAC rules for G-SIBs in the United States (the "TLAC Proposal") on October 30, 2015, through a notice of proposed rulemaking, which would have required the bank holding companies of U.S. G-SIBs ("covered BHCs"), as well as top-tier U.S. intermediate holding companies of foreign G-SIBs ("covered IHCs"), to maintain a minimum amount of loss-absorbing instruments, including capital and a minimum amount of unsecured long-term debt ("LTD").

The following is an overview of the changes made in the Final TLAC Rule—we will provide a more detailed analysis in the coming days.

Calibration of TLAC and LTD for Covered BHCs. The Final TLAC Rule retains the overall calibration of external TLAC and external LTD requirements in the TLAC Proposal, subject to certain modifications.

  • Eligible External TLAC. Consistent with the TLAC Proposal, a covered BHC's eligible external TLAC is defined as the sum of the Tier 1 regulatory capital issued directly by the covered BHC and the amount of the covered BHC's eligible external LTD due to be paid after one year or more. However, under the Final TLAC Rule, the leverage component of the external TLAC requirement has been reduced from 9.5 percent to 7.5 percent.
  • Eligible External LTD. Like the TLAC Proposal, eligible external LTD under the Final TLAC Rule is calibrated on the basis of a "capital refill" framework. Consistent with the TLAC Proposal, eligible external LTD under the Final TLAC Rule includes debt that is issued directly by the covered BHC that is: (i) unsecured; (ii) "plain vanilla"; and (iii) governed by U.S. law. Only 50 percent of the amount of eligible external LTD (due to be paid between one and two years) can be utilized to satisfy external LTD requirements. A covered BHC must maintain eligible LTD in an amount not less than the greater of (i) 6 percent (plus the G-SIB surcharge) of total risk-weighted assets ("RWAs") and (ii) 4.5 percent of total leverage exposure.
  • TLAC Buffer. The Final TLAC Rule retains the TLAC buffer for the RWAs component of the external TLAC requirement but additionally adds a buffer for the leverage component of the external TLAC requirement. Specifically, the Federal Reserve has adopted a 2 percent buffer for the leverage component—to be filled

solely with Tier 1 capital. A covered BHC's breach of the newly implemented TLAC leverage buffer would, like the external TLAC buffer for RWAs, subject it to limitations on capital distributions and discretionary bonus payments. However, since under the Final TLAC Rule a covered BHC would be subject to both a TLAC buffer and a TLAC leverage buffer, limitations on distributions and discretionary bonus payments would be based on the more restrictive of the two buffers.

Effective Dates. While the TLAC Proposal contemplated a phase-in period until January 1, 2022, the Final TLAC Rule would apply as of January 1, 2019. Given the new grandfathering provision for existing LTD contained in the Final TLAC Rule, the Federal Reserve notes that such a provision should "mitigate the need for a longer phase-in period." However, the certification regarding resolution strategy for foreign banking organization (an "FBO") G-SIBs remains due on June 30, 2017.

Grandfathering of Certain Types of Debt. The Final TLAC Rule differs from the TLAC Proposal by providing a grandfather provision for certain outstanding LTD of covered BHCs issued prior to December 31, 2016, that will count towards the external LTD and external TLAC requirements in the Final TLAC Rule. The grandfathered LTD is not subject to the limitations on acceleration and the requirement to be governed by U.S. law that will apply to eligible debt securities. In addition, the Final TLAC rule provides a grandfather clause for certain outstanding eligible external LTD of resolution covered IHCs (defined below) issued prior to December 31, 2016.

Grace Period. The Final TLAC Rule does not include a grace period during which a covered BHC that breaches its external LTD requirement may take voluntary actions to nevertheless come into compliance with such a requirement without being subject to any other regulatory consequences. Accordingly, covered BHCs must comply with applicable minimum external LTD requirements at all times.

Changes to Eligibility Criteria for External LTD. Under the Final TLAC Rule, eligible external LTD instruments are prohibited from: (i) being structured notes; (ii) having a credit-sensitive feature; (iii) including a contractual provision for conversion into or exchange for equity in the covered BHC; or (iv) including a provision that gives the holder a contractual right to accelerate payment (other than a right that is exercisable on one or more dates specified in the instrument, in the event of a covered BHC's insolvency, or the covered BHC's failure to make a payment on the instrument when due that continues for 30 days or more). Moreover, the Federal Reserve expressly noted that the Final TLAC Rule will not include as eligible LTD any instrument that qualifies as Tier 2 capital (e.g., certain forms of preferred stock and convertible debt) because they would not meet the "plain vanilla" debt requirement.

However, the Final TLAC Rule permits eligible external LTD to be subject to payment default event acceleration rights. The Final TLAC Rule revises the TLAC Proposal by providing that an acceleration clause relating to a failure to pay principal or interest must include a "cure period" of at least 30 days.

While the Final TLAC Rule adopts the TLAC Proposal's amortization haircut requirement applicable to external LTD, the Final TLAC Rule modifies the terminology from the remaining maturity of the unpaid principal amount to the amount to be paid. Therefore, the amount of eligible external LTD due to be paid between one and two years would be subject to a 50 percent haircut (for purposes of the external LTD requirement), while the amount of eligible external LTD that is due to be paid in less than one year would not count toward the external LTD requirement.

Treatment of Structured Notes. As discussed above, the Final TLAC Rule (consistent with the TLAC Proposal) retains the prohibition on counting structured notes as eligible external LTD. The Federal Reserve explains that structured notes contain features that "make their valuation uncertain, volatile, or unduly complex," and they are "often liabilities of retail customers." We discuss structured notes in further detail below.

Federal Reserve's Discretion to Exclude Certain Debt. The Final TLAC rule provides that the Federal Reserve may order a covered BHC or a covered IHC (after appropriate notice and response proceedings) to "exclude from its outstanding eligible LTD amount any debt securities with features that would significantly impair the ability of such debt securities to take losses."

Governing Law. The Final TLAC Rule retains the requirement that LTD subject to foreign law not qualify as eligible external LTD. However, the Final TLAC Rule's definition of "eligible debt security" has been modified to allow debt instruments issued prior to December 31, 2016, and governed by foreign law to count toward the minimum LTD and TLAC requirements.

Clean Holding Company Requirements. The Final TLAC Rule applies "clean holding company" limitations to the operations of the top-tier holding companies of U.S. G-SIBs and the top-tier U.S. IHC of foreign G-SIBs to further improve resolvability and the resiliency of their operations. However, like the TLAC Proposal, covered BHCs and covered IHCs are prohibited from issuing certain guarantees of its subsidiaries' liabilities if the liability provides default rights based on the resolution of the covered BHC or covered IHC. But the Final TLAC Rule exempts guarantees of liabilities that are subject to any future rule of the Federal Reserve, the Office of the Comptroller of the Currency (the "OCC") or Federal Deposit Insurance Corporation (the "FDIC," and together with the OCC, the "Federal banking agencies") restricting default rights.

Capital Deductions for Smaller, Regional Banks. The Federal Reserve has deferred adoption of capital deduction requirements for state member banks, certain BHCs and savings and loan holding companies and certain IHCs formed to comply with the Federal Reserve's enhanced prudential standards for FBOs. Instead, the Federal Reserve will work with the other Federal banking agencies to adopt the deduction requirements on a coordinated basis at a later time to ensure that these requirements are applied consistently to all entities subject to the regulatory capital requirements of the Federal banking agencies.

5 Percent Liability Cap.

  • Covered BHCs. The Final TLAC Rule, like the TLAC Proposal, caps the amount of a covered BHC's third-party liabilities (excluding those related to eligible external TLAC and eligible external LTD) that can be pari passu with or junior to its eligible external LTD at 5 percent of the value of its eligible external TLAC. However, the Final TLAC Rule incorporates a new provision that stipulates that in the event the covered BHC chooses to contractually subordinate all of its LTD, there will be no cap on the amount of its non-contingent liabilities.
  • Covered IHCs. The Final TLAC Rule adopts different caps for non-resolution covered IHCs and resolution covered IHCs (each defined below):
    • for non-resolution covered IHCs, the aggregate amount of unrelated liabilities that a non-resolution covered IHC owes to persons that are non-affiliates of the covered IHC may not exceed 5 percent of the covered IHC's total TLAC amount; and
    • for resolution covered IHCs, the cap is equal to 5 percent of the covered IHC's total TLAC on the aggregate amount of unrelated liabilities that a resolution covered IHC may owe to any person other than a subsidiary of the covered IHC.

Additional Changes Relating to Covered IHCs. The following provides a brief overview of changes related to covered IHCs in the Final TLAC Rule.

  • Establishment of "Resolution Covered IHCs" and "Non-Resolution Covered IHCs". Unlike under the TLAC Proposal, a covered IHC that is expected to enter resolution that adopts the MPOE resolution strategy (a "resolution covered IHC") may, under the Final TLAC Rule, have the option to issue capital and LTD externally to third parties in a fashion similar to covered BHCs. A covered IHC that is not expected to enter an MPOE resolution would be required under the Final TLAC rule to issue LTD internally (a "non-resolution covered IHC"). Specifically, the capital and LTD of a non-resolution covered IHC must be issued either to a foreign company that controls the covered IHC (i.e., a foreign

parent) or to a directly or indirectly wholly owned foreign subsidiary of the top-tier foreign parent consistent with the SPOE resolution strategy.

  • Treatment of MPOE Approach to Resolution. Under the Final TLAC Rule, whether a covered IHC has the option to issue debt externally to third-party investors depends on whether the covered IHC (or its subsidiaries) is expected to enter resolution if a foreign parent entity fails (i.e., the MPOE strategy). The Final TLAC Rule, unlike the TLAC Proposal, permits a resolution covered IHC (which expects to enter into resolution in the United States based on its FBO parent's MPOE resolution strategy) to have the option to issue its capital and debt internally to the FBO parent or to a foreign wholly owned subsidiary of the FBO parent or externally to third-party investors. However, the Final TLAC Rule, like the TLAC Proposal, requires non-resolution covered IHCs that are not expected to enter resolution proceedings in the United States (due to its parent adopting the SPOE strategy) to issue debt internally to the FBO parent or to a wholly owned subsidiary of the FBO parent.

To address the concerns of several commenters to the TLAC Proposal, the Final TLAC Rule requires the top-tier FBO with U.S. non-branch assets equal to or greater than $50 billion, rather than the home country resolution authority, to certify to the Federal Reserve whether the planned resolution strategy of the top-tier FBO involves the covered IHC or its subsidiary entering resolution, receivership, insolvency, or similar proceedings in the United States. Such a certification must be provided by the top-tier FBO to the Federal Reserve on the later of: (i) June 30, 2017; or (ii) one year prior to the date on which the covered IHC is required to comply with the covered IHC TLAC and LTD requirements of the Final TLAC Rule.

  • TLAC Calibration. Resolution covered IHCs would be required to maintain outstanding eligible TLAC that is the greater of: (i) 18 percent of the covered IHC's total RWAs; (ii) 6.75 percent of the covered IHC's total leverage exposure (if applicable); and (iii) 9 percent of the covered IHC's average total consolidated assets. However, non-resolution covered IHCs would be required to maintain the greater of: (i) 16 percent of the covered IHC's total RWAs; (ii) 6 percent of the covered IHC's total leverage exposure (if applicable); and (iii) 8 percent of the covered IHC's average total consolidated assets.
  • LTD Calibration. The minimum eligible LTD requirements have been "adjusted downward" by the Federal Reserve in the Final TLAC Rule to reflect the "same balance-sheet depletion assumption afforded to the calibration of the eligible external LTD requirements of U.S. BHCs." Therefore, all covered IHCs, irrespective of whether they are resolution covered IHCs, will be required to maintain outstanding eligible LTD in an amount that is the greater of: (i) 6 percent of total RWAs; (ii) 2.5 percent of the total leverage exposure (if applicable); and (iii) 3.5 percent of average total consolidated assets.
  • Acceleration Clauses for Eligible LTD. The TLAC Proposal has been modified in the Final TLAC Rule to permit eligible LTD issued by covered IHCs (whether external or internal LTD) to have the same acceleration clauses that are permitted for eligible external LTD issued by covered BHCs.
  • Contractual Subordination. Covered IHCs will have the option to adopt contractual subordination or structural subordination for their eligible LTD. Such changes will, according to the Federal Reserve, allow covered IHCs to "issue LTD ... on similar terms as covered BHCs under the [Final TLAC Rule] and, therefore reduce the burden on covered IHCs and help ensure national treatment and competitive equality."
  • Contractual Conversion Trigger. Eligible internal LTD must contain a contractual trigger pursuant to which the Federal Reserve could require the covered IHC to convert or exchange the internal LTD into common equity Tier 1 capital and without the covered IHC needing to enter into a resolution proceeding in certain circumstances if: (i) the Federal Reserve determined that the covered IHC is in default or in danger of default; and (ii) any of the following applies: (a) the top-tier FBO or any subsidiary outside the United States is placed into resolution proceeds, (b) the home country supervisory authority consents to the
  • conversion, or does not object to the conversion following 24 hours' notice, or (c) the Federal Reserve makes a written recommendation to the Secretary of the U.S. Treasury that the Federal Deposit Insurance Corporation should be appointed as receiver of the covered IHC. Such changes "provide flexibility consistent with the purposes of the [Final TLAC Rule] and ... respond to concerns raised by commenters regarding the contractual conversion trigger...."
  • Disclosure Requirements. The Final TLAC Rule requires resolution covered IHCs that issue external debt to be subject to the same disclosure requirement applicable to covered BHCs. Accordingly, the resolution covered IHC, like the covered BHC, must publicly disclose the financial consequences to unsecured debtholders of the covered BHC's entry into a resolution proceeding in which the covered BHC is the only entity that would enter resolution.
  • TLAC Buffer for Covered IHCs. Unlike for covered BHCs, the Final TLAC Rule does not add an additional buffer over the leverage component of the covered IHC's TLAC requirement. However, covered IHCs would still be subject to an RWA-related TLAC buffer equal to 2.5 percent. The buffers in the Final TLAC Rule are designed to be consistent with the buffers in Regulation Q, which only includes a buffer over a leverage requirement for covered BHCs.

Additional Analysis on the Treatment of Structured Notes

Eligible external LTD instruments will not include most types of structured notes as they are not "plain vanilla" debt securities. The Federal Reserve continues to believe that the complexity of these instruments would diminish the prospects for an orderly resolution of a BHC.

As discussed above, the Final TLAC Rule's definition of "structured note" remains largely consistent with the TLAC Proposal. A "structured note" is a debt instrument that: (i) has a principal amount, redemption amount or stated maturity that is subject to reduction based on the performance of any asset, entity, index, or embedded derivative or similar embedded feature; (ii) has an embedded derivative or similar embedded feature that is linked to one or more equity securities, commodities, assets, or entities; (iii) does not specify a minimum principal amount that becomes due upon acceleration or early termination; or (iv) is not classified as debt under U.S. generally accepted accounting principles.

In response to comments on the TLAC Proposal submitted by the Structured Products Association, the definition of a structured note does not include a non-dollar-denominated instrument or an instrument whose interest payments are based on an interest rate index (for example, a floating-rate note linked to the federal funds rate or to LIBOR) that otherwise satisfies the requirements. Accordingly, a variety of lightly structured notes, such as "fixed-to-floating rate notes," would be eligible debt securities.

Notwithstanding the concerns and comments of market participants, the limitation for notes linked to equities, commodities and other assets applies both to "principal protected" and to "non-principal protected structured notes." Due to the Federal Reserve's concerns about structured notes, outstanding instruments of this kind will not be "grandfathered" as eligible external LTD.

Footnotes

1 See Total Loss- Absorbing Capacity, Long-Term Debt, and Clean Holding Requirements for Systemically Important U.S. Bank Holding Companies and Intermediate Holding Companies of Systemically Important Foreign Banking Organizations, RIN 7100-AE37 (Dec. 15, 2016), available at https://www.federalreserve.gov/newsevents/press/bcreg/bcreg20161215a1.pdf.

Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

© Morrison & Foerster LLP. All rights reserved

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
Anna Pinedo
Similar Articles
Relevancy Powered by MondaqAI
 
In association with
Related Topics
 
Similar Articles
Relevancy Powered by MondaqAI
Related Articles
 
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